grepcent / static financial knowledge base

NAVIENT CORP (NAVI)

CIK: 0001593538. SIC: 6211 Security Brokers, Dealers & Flotation Companies. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6211 Security Brokers, Dealers & Flotation Companies

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1593538. Latest filing source: 0001193125-26-076753.

Informational only - descriptive public-record data, not investment advice.

Business

Read NAVI's verbatim Item 1 Business section from its latest 10-K: Business.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue3,108,000,000USD20252026-02-26
Net income-80,000,000USD20252026-02-26
Assets48,681,000,000USD20252026-02-26

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001593538.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue4,908,000,0004,673,000,0003,298,000,0002,648,000,0003,223,000,0004,419,000,0003,809,000,0003,108,000,000
Net income681,000,000292,000,000395,000,000597,000,000412,000,000717,000,000645,000,000228,000,000131,000,000-80,000,000
Diluted EPS2.121.041.492.562.124.184.491.851.18-0.81
Operating cash flow1,347,000,0001,158,000,0001,140,000,0001,019,000,000987,000,000702,000,000305,000,000676,000,000459,000,000441,000,000
Dividends paid201,000,000176,000,000166,000,000147,000,000123,000,000107,000,00091,000,00078,000,00070,000,00063,000,000
Share buybacks755,000,000440,000,000220,000,000440,000,000400,000,000600,000,000400,000,000310,000,000179,000,000111,000,000
Assets121,136,000,000114,991,000,000104,176,000,00094,903,000,00087,412,000,00080,605,000,00070,795,000,00061,375,000,00051,789,000,00048,681,000,000
Liabilities117,413,000,000111,506,000,000100,629,000,00091,554,000,00084,965,000,00077,997,000,00067,818,000,00058,615,000,00049,148,000,00046,282,000,000
Stockholders' equity3,699,000,0003,454,000,0003,519,000,0003,336,000,0002,433,000,0002,597,000,0002,977,000,0002,760,000,0002,641,000,0002,399,000,000
Cash and cash equivalents1,253,000,0001,518,000,0001,286,000,0001,233,000,0001,183,000,000905,000,0001,535,000,000839,000,000722,000,000637,000,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin8.05%12.78%12.49%27.08%20.01%5.16%3.44%-2.57%
Return on equity18.41%8.45%11.22%17.90%16.93%27.61%21.67%8.26%4.96%-3.33%
Return on assets0.56%0.25%0.38%0.63%0.47%0.89%0.91%0.37%0.25%-0.16%
Liabilities / equity31.7432.2828.6027.4434.9230.0322.7821.2418.6119.29

Industry Peer Context

Each number-line places NAVI against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

NAVI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6211; peer count 19.NAVI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6211; peer count 19.19 SIC peersMin -5.1%Median 14.8%Max 70.2%NAVI -2.6%

ROE peer context

NAVI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6211; peer count 19.NAVI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6211; peer count 19.19 SIC peersMin -7.9%Median 15.1%Max 81.2%NAVI -3.3%

ROA peer context

NAVI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6211; peer count 19.NAVI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6211; peer count 19.19 SIC peersMin -5.6%Median 1.8%Max 21.6%NAVI -0.2%

Financial Charts

NAVI revenue, last 5 periods. Source: SEC companyfacts FY2025.NAVI revenue, last 5 periods. Source: SEC companyfacts FY2025.NAVI RevenueLatest point: FY2025 = $3.1BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

NAVI net income, last 5 periods. Source: SEC companyfacts FY2025.NAVI net income, last 5 periods. Source: SEC companyfacts FY2025.NAVI Net incomeLatest point: FY2025 = -$80.0MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

NAVI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.NAVI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.NAVI Diluted EPSLatest point: FY2025 = -$0.81/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$1.00/share$0.00/share$6.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

NAVI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.NAVI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.NAVI Operating cash flowLatest point: FY2025 = $441.0MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

NAVI dividends paid, last 5 periods. Source: SEC companyfacts FY2025.NAVI dividends paid, last 5 periods. Source: SEC companyfacts FY2025.NAVI Dividends paidLatest point: FY2025 = $63.0MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

NAVI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.NAVI share buybacks, last 5 periods. Source: SEC companyfacts FY2025.NAVI Share buybacksLatest point: FY2025 = $111.0MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

NAVI assets, last 5 periods. Source: SEC companyfacts FY2025.NAVI assets, last 5 periods. Source: SEC companyfacts FY2025.NAVI AssetsLatest point: FY2025 = $48.7BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$50.0B$100.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: Assets. Source concepts: us-gaap:Assets.

NAVI liabilities, last 5 periods. Source: SEC companyfacts FY2025.NAVI liabilities, last 5 periods. Source: SEC companyfacts FY2025.NAVI LiabilitiesLatest point: FY2025 = $46.3BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$50.0B$100.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

NAVI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.NAVI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.NAVI Stockholders' equityLatest point: FY2025 = $2.4BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

NAVI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.NAVI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.NAVI Cash and cash equivalentsLatest point: FY2025 = $637.0MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-076753; filed 2026-02-26. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001593538.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.22reported discrete quarter
2022-Q32022-09-300.75reported discrete quarter
2023-Q12023-03-310.86reported discrete quarter
2023-Q22023-06-301,097,000,00066,000,0000.52reported discrete quarter
2023-Q32023-09-301,170,000,00079,000,0000.65reported discrete quarter
2023-Q42023-12-311,081,000,000-28,000,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,027,000,00073,000,0000.64reported discrete quarter
2024-Q22024-06-30973,000,00036,000,0000.32reported discrete quarter
2024-Q32024-09-30948,000,000-2,000,000-0.02reported discrete quarter
2024-Q42024-12-31861,000,00024,000,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31802,000,000-2,000,000-0.02reported discrete quarter
2025-Q22025-06-30778,000,00014,000,0000.13reported discrete quarter
2025-Q32025-09-30781,000,000-86,000,000-0.87reported discrete quarter
2025-Q42025-12-31747,000,000-5,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31695,000,00017,000,0000.17reported discrete quarter

Quarterly Charts

NAVI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.NAVI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.NAVI Quarterly RevenueLatest point: 2026-Q1 = $695.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$1.0B$2.0B2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-191605; filed 2026-04-29. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

NAVI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.NAVI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.NAVI Quarterly Net incomeLatest point: 2026-Q1 = $17.0MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-191605; filed 2026-04-29. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

NAVI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.NAVI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.NAVI Quarterly Diluted EPSLatest point: 2026-Q1 = $0.17/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$1.00/share$0.00/share$1.50/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-191605; filed 2026-04-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-191605.

Extracted from a later financial-section MD&A body after Item 2 boundaries were low-confidence. Confidence: high. Filing date: 2026-04-29. Report date: 2026-03-31.

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

Selected Historical Financial Information and Ratios

Three Months Ended March 31,
(In millions, except per share data)20262025
GAAP Basis
Net income (loss)$17$(2)
Diluted earnings (loss) per common share$.17$(.02)
Weighted average shares used to compute diluted earnings per share96102
Return on assets.15%(.02)%
Core Earnings Basis(1)
Net income(1)$19$26
Diluted earnings per common share(1)$.20$.25
Weighted average shares used to compute diluted earnings per share96103
Net interest margin, Consumer Lending segment2.48%2.76%
Net interest margin, Federal Education Loans segment.65%.61%
Return on assets.17%.22%
Education Loan Portfolios
Ending Private Education Loans, net$15,649$15,690
Ending FFELP Loans, net27,237$30,244
Ending total education loans, net$42,886$45,934
Average Private Education Loans$15,958$16,159
Average FFELP Loans27,898$30,914
Average total education loans$43,856$47,073

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures – Core Earnings”

7

The Quarter in Review

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 include 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 certain Core Earnings disclosures in the notes to our consolidated financial statements for our business segments. See “Non-GAAP Financial Measures — Core Earnings” for a further discussion and a complete reconciliation between GAAP net income and Core Earnings.

First-quarter 2026 net income was $17 million ($0.17 diluted earnings per share), compared with net loss of $2 million ($0.02 diluted loss per share) for the year-ago quarter. See “Results of Operations — GAAP Comparison of First-Quarter 2026 Results with First-Quarter 2025” for a discussion of the primary contributors to the change in GAAP earnings between periods.

First-quarter 2026 Core Earnings net income was $19 million ($0.20 diluted Core Earnings per share), compared with $26 million ($0.25 diluted Core Earnings per share) for the year-ago quarter. See “Segment Results” for a discussion of the primary contributors to the change in Core Earnings between periods.

Financial highlights of first-quarter 2026 include:

Consumer Lending segment:


Net income of $35 million.


Net interest margin of 2.48%.


Originated $818 million of Private Education Loans, a 61% increase from a year ago.

Federal Education Loans segment:


Net income of $22 million.


Net interest margin of 0.65%.


FFELP Loan prepayments of $208 million compared to $256 million in first-quarter 2025.

Capital, funding and liquidity:


GAAP equity-to-asset ratio of 4.9% and adjusted tangible equity ratio(1) of 8.9%.


Repurchased $23 million of common shares.


Paid $15 million in common stock dividends.


Issued $683 million of asset-backed securities.

Operating Expenses:


Incurred operating expenses of $89 million.

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

8

Results of Operations

GAAP Income Statements (Unaudited)

Three Months Ended March 31,Increase (Decrease)
(In millions, except per share data)20262025$%
Interest income
Private Education Loans$277$289$(12)(4)%
FFELP Loans401493(92)(19)
Cash and investments1720(3)(15)
Total interest income695802(107)(13)
Total interest expense564672(108)(16)
Net interest income13113011
Less: provisions for loan losses2730(3)(10)
Net interest income after provisions for loan losses10410044
Other income (loss):
Servicing revenue1113(2)(15)
Asset recovery and business processing revenue23(23)(100)
Other income515(10)(67)
Gains (losses) on derivative and hedging activities, net5(25)30120
Total other income2126(5)(19)
Expenses:
Operating expenses89127(38)(30)
Goodwill and acquired intangible assets impairment and amortization expense413300
Restructuring/other reorganization expenses3(3)(100)
Total expenses93131(38)(29)
Income (loss) before income tax expense (benefit)32(5)37740
Income tax expense (benefit)15(3)18600
Net income (loss)$17$(2)$19950%
Basic earnings (loss) per common share$.18$(.02)$.201000%
Diluted earnings (loss) per common share$.17$(.02)$.19950%
Dividends per common share$.16$.16$

9

GAAP Comparison of First-Quarter 2026 Results with First-Quarter 2025

For the three months ended March 31, 2026, net income was $17 million, or $0.17 diluted earnings per common share, compared with net loss of $2 million, or $0.02 diluted loss per common share, for the year-ago period.

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

• Net interest income increased by $1 million primarily due to an increase in mark-to-market gains on fair value hedges recorded in interest expense. This was partially offset by the paydown of the FFELP portfolio, the Private Education Loan portfolio's changing product mix with Refinance Loans increasing as a percentage of the portfolio, and the impact of decreasing interest rates on the different index resets for the Private Education Loans and related funding.

• Provisions for loan losses decreased $3 million from $30 million to $27 million.

○ The provision for Private Education Loan losses decreased $4 million from $22 million to $18 million.

○ The provision for FFELP Loan losses increased $1 million from $8 million to $9 million.

The provision for Private Education Loan losses of $18 million in the current period included $11 million associated with loan originations. The provision of $22 million in the year-ago quarter included $7 million associated with loan originations and $15 million related to a general reserve build (primarily as a result of an increase in delinquency balances).

The provision for FFELP Loan losses of $9 million in the current period was primarily the result of increased charge-offs due to prior disaster forbearance volume, as well as the continued extension of the portfolio. The provision of $8 million in the year-ago quarter was primarily the result of an increase in delinquency balances.

• Asset recovery and business processing revenue decreased $23 million as a result of the sale of our government services business in February 2025. With the sale of our government services business, Navient no longer provides business processing segment services.

• Other income decreased $10 million primarily related to the transition services we had provided related to our various strategic initiatives. The transition services related to the outsourcing of loan servicing and the sale of our healthcare services business ended in May 2025. The transition services related to the sale of our government services business ended in October 2025.

• Net gains on derivative and hedging activities increased $30 million due primarily to interest rate fluctuations. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.

• Operating expenses decreased $38 million, $23 million of which was due to a decline in business processing expenses as a result of the sale of our government services business in February 2025 ($20 million of the reduction is in the Business Processing segment and $3 million of the reduction is in the Other segment). In addition, there was an $11 million decline in expenses in connection with providing transition services related to our various strategic initiatives. As of October 2025 we had no further obligations to provide these transition services. There was a $7 million increase in marketing and other expenses associated with the growth of our consumer lending businesses. The remaining $11 million decrease primarily relates to cost saving initiatives implemented, which have reduced our operating costs mostly in connection with our shared service functions and corporate footprint.

• Restructuring and other reorganization expenses decreased $3 million primarily due to a decrease in severance-related costs incurred in connection with the various strategic initiatives that have been and continue to be implemented to simplify the company, continue to reduce our expense base and enhance our flexibility.

• The effective income tax rates for the current and year-ago periods were 48% and 54%, respectively. The effective income tax rates were elevated in both periods primarily due to changes in the valuation allowances attributed to disallowed interest expense and operating loss carryovers.

We repurchased 2.3 million and 2.6 million shares of our common stock during the first quarters of 2026 and 2025,

respectively. As a result of repurchases, our average outstanding diluted shares decreased by 6 million common shares (or 6%) from the year-ago period.

10

Segment Results

Consumer Lending Segment

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

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[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

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

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

The objective of this discussion and analysis is to allow investors to view the Company from management’s perspective. Accordingly, we provide the reader with 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. The discussion that follows is primarily focused on 2025 versus 2024 results. Discussion and analysis of 2024 results compared to 2023 is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 27, 2025, which is incorporated herein by reference.

Selected Historical Financial Information and Ratios

Years Ended December 31,
(In millions, except per share data)202520242023
GAAP Basis
Net income (loss)$(80)$131$228
Diluted earnings (loss) per common share$(.81)$1.18$1.85
Weighted average shares used to compute diluted earnings per share99111123
Return on assets(.17)%.24%.36%
Dividends per common share$.64$.64$.64
Return on common stockholders' equity(3)%5%8%
Dividend payout ratio(80)%54%35%
Average equity/average assets5.05%4.82%4.43%
Total assets$48,681$51,789$61,375
Total borrowings$45,706$48,318$57,628
Total Navient Corporation stockholders' equity$2,399$2,641$2,760
Book value per common share$25.12$25.63$24.32
Core Earnings Basis(1)
Net income (loss) (1)$(35)$221$303
Diluted earnings (loss) per common share(1)$(.35)$2.00$2.45
Weighted average shares used to compute diluted earnings per share99111123
Net interest margin, Consumer Lending segment2.49%2.87%3.04%
Net interest margin, Federal Education Loans segment.69%.45%1.12%
Return on assets(.07)%.41%.48%
Education Loan Portfolios
Ending Private Education Loans, net$15,451$15,716$16,902
Ending FFELP Loans, net28,14130,85237,925
Ending total education loans, net$43,592$46,568$54,827
Average Private Education Loans$15,987$16,809$18,463
Average FFELP Loans29,94533,94641,191
Average total education loans$45,932$50,755$59,654

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures – Core Earnings.”

11

The Year in Review

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 include 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 certain Core Earnings disclosures in the notes to our consolidated financial statements for our business segments. See “Non-GAAP Financial Measures — Core Earnings” for a further discussion and a complete reconciliation between GAAP net income and Core Earnings.

2025 GAAP net loss was $80 million ($0.81 diluted loss per share), compared with net income of $131 million ($1.18 diluted earnings per share) in 2024. See “Results of Operations — GAAP Comparison of 2025 Results with 2024” for a discussion of the primary contributors to the change in GAAP earnings between periods.

2025 Core Earnings net loss was $35 million ($0.35 diluted Core Earnings loss per share), compared with Core Earnings net income of $221 million ($2.00 diluted Core Earnings per share) in 2024. See “Segment Results” for a discussion of the primary contributors to the change in Core Earnings between periods.

2025 GAAP and Core Earnings results included the following significant items:


$280 million provision for loan losses ($249 million for Consumer Lending and $31 million for FFELP). Of the $280 million, $41 million relates to originations with the remaining $239 million primarily associated with elevated delinquency balances, our forecasted macroeconomic outlook as well as the extension of the FFELP portfolio.


$11 million net benefit to net interest income from a decrease in prepayment rate assumptions ($18 million of additional net interest income from the FFELP Loan portfolio partially offset by a $7 million reduction in the Private Education Loan portfolio).


$25 million of regulatory and restructuring expenses.

Financial highlights of 2025 include:

Consumer Lending segment:


Net income of $20 million.


Net interest margin of 2.49%.


Originated $2.5 billion of Private Education Loans, a 77% increase compared to 2024.

Federal Education Loans segment:


Net income of $115 million.


Net interest margin of 0.69%.


FFELP Loan prepayments of $977 million compared to $5.4 billion in 2024.

Business Processing segment:


Navient ceased providing Business Processing segment services after the sale in February 2025 of its government services business.

Capital, funding and liquidity:


GAAP equity-to-asset ratio of 4.9% and adjusted tangible equity ratio(1) of 9.1%.


Repurchased $111 million of common shares.


Paid $63 million in common stock dividends.


Issued $2.2 billion of asset-backed securities.

(1) Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Operating Expenses:


Incurred operating expenses of $421 million, of which $30 million was in connection with transition services we provided related to our various strategic initiatives. There was $33 million of revenue recognized in Other revenue related to these services.

The transition services related to the outsourcing of loan servicing and the sale of our healthcare services

business ended in May 2025 and as of October 2025 we had no further obligations to provide transition

services for our government services business.

Results of Operations

GAAP Income Statements

Increase (Decrease)
Years Ended December 31,2025 vs. 20242024 vs. 2023
(Dollars in millions, except per share amounts)202520242023$%$%
Interest income
Private Education Loans$1,122$1,259$1,369$(137)(11)%$(110)(8)%
FFELP Loans1,9032,3962,897(493)(21)(501)(17)
Cash and investments83154153(71)(46)11
Total interest income3,1083,8094,419(701)(18)(610)(14)
Total interest expense2,5893,2733,557(684)(21)(284)(8)
Net interest income519536862(17)(3)(326)(38)
Less: provisions for loan losses280113123167148(10)(8)
Net interest income after provisions for loan losses239423739(184)(43)(316)(43)
Other income (loss):
Servicing revenue515464(3)(6)(10)(16)
Asset recovery and business processing revenue23271321(248)(92)(50)(16)
Other income4730211757943
Gain on sale of subsidiaries, net191(191)(100)191100
Losses on debt repurchases(8)8(100)
Gains (losses) on derivative and hedging activities, net(30)7011(100)(143)59536
Total other income91616409(525)(85)20751
Expenses:
Operating expenses421680800(259)(38)(120)(15)
Goodwill and acquired intangible assets impairment and amortization expense314610(143)(98)1361,360
Restructuring/other reorganization expenses173925(22)(56)1456
Total expenses441865835(424)(49)304
Income (loss) before income tax expense(111)174313(285)(164)(139)(44)
Income tax expense (benefit)(31)4385(74)(172)(42)(49)
Net income (loss)$(80)$131$228$(211)(161)%$(97)(43)%
Basic earnings (loss) per common share$(.81)$1.20$1.87$(2.01)(168)%$(.67)(36)%
Diluted earnings (loss) per common share$(.81)$1.18$1.85$(1.99)(169)%$(.67)(36)%
Dividends per common share$.64$.64$.64$%$%

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GAAP Comparison of 2025 Results with 2024

For the year ended December 31, 2025, net loss was $80 million, or $0.81 diluted loss per common share, compared with net income of $131 million, or $1.18 diluted earnings per common share, for the year-ago period.

The primary contributors to the change in net income (loss) are as follows:


Net interest income decreased by $17 million primarily as a result of the paydown of the Private Education Loan and FFELP Loan portfolios, the changing product mix of the Private Education Loan portfolio (Refinance Loans increased as a percentage of the portfolio) and the net impact of decreasing interest rates on the different index resets for the Private Education Loan and FFELP Loan assets and debt. Additionally, there was a $12 million decrease in mark-to-market gains on fair value hedges recorded in interest expense. These decreases were partially offset by a $55 million decline in premium amortization on the FFELP Loan portfolio due to both a decrease in prepayment rate assumptions, mostly in response to the significant decline in actual FFELP Loan prepayments since the beginning of 2025, as well as the significant decline in actual FFELP Loan prepayments from $5.4 billion in the year-ago period to $977 million in the current period.


Provisions for loan losses increased $167 million, from $113 million to $280 million:

o
The provision for Private Education Loan losses increased $137 million from $112 million to $249 million.

o
The provision for FFELP Loan losses increased $30 million from $1 million to $31 million.

The provision for Private Education Loan losses of $249 million in the current period included $41 million associated with loan originations and $208 million primarily associated with elevated delinquency balances as well as our forecasted macroeconomic outlook. The provision of $112 million in the year-ago period included $39 million related to lowering the expected recovery rate on defaulted loans, $32 million associated with loan originations and $41 million related to a general reserve build.

The provision for FFELP Loan losses of $31 million in the current period was primarily the result of elevated delinquency balances, our forecasted macroeconomic outlook, as well as the continued extension of the portfolio. The provision of $1 million in the year-ago period was primarily the result of relatively stable credit trends.


Asset recovery and business processing revenue decreased $248 million as a result of the sale of our healthcare services business in the third quarter of 2024 ($88 million of the decrease), and our government services business in February 2025 ($160 million of the decrease). With the sale of our government services business, Navient no longer provides business processing segment services.


Other income increased $17 million primarily related to the transition services we provided related to our various strategic initiatives. The transition services related to the outsourcing of loan servicing and the sale of our healthcare services business ended in May 2025. The transition services related to the sale of our government services business ended in October 2025.


Gain (loss) on sale of subsidiaries was a $191 million net gain in the year-ago period which included a $219 million gain on sale of our healthcare services business in third-quarter 2024 and a $28 million loss in fourth-quarter 2024 resulting from reclassification of our government services businesses to held for sale commensurate with our entering into an agreement on December 19, 2024 to sell these businesses, resulting in adjustment of the basis of these businesses to the expected sales price.


Net gains on derivative and hedging activities decreased $100 million. The primary factor affecting the change was interest rate fluctuations. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.


Operating expenses decreased $259 million, $240 million of which was due to a decline in business processing expenses as a result of the sale of our government services business in February 2025 and our healthcare services business in the third quarter of 2024 ($208 million of the reduction is in the Business Processing segment and $32 million of the reduction is in the Other segment). In addition, regulatory-related expenses decreased $35 million primarily due to $43 million of regulatory-related expenses recorded in the year-ago period in connection with the September 2024 Consumer Financial Protection Bureau (the CFPB) settlement agreement. Current period expense includes $30 million, an $18 million increase from the prior year, of expense in connection with providing transition services related to our various strategic initiatives. There is $33 million of revenue recognized in the Other segment related to these services.


Goodwill and acquired intangible asset impairment and amortization expense decreased by $143 million primarily due to a $138 million impairment recognized in the year-ago period related to our government services business which was sold in February 2025.

14


Restructuring and other reorganization expenses decreased $22 million primarily due to a decrease in severance-related costs incurred in connection with the various strategic initiatives that have been and continue to be implemented to simplify the company, reduce our expense base and enhance our flexibility.

We repurchased 8.5 million and 11.5 million shares of our common stock during 2025 and 2024, respectively. As a result of repurchases, our average outstanding diluted shares decreased by 12 million common shares (or 11%) from the year-ago period.

Segment Results

Consumer Lending Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2025202420232025 vs. 20242024 vs. 2023
Interest income:
Private Education Loans$1,122$1,259$1,369(11)%(8)%
Cash and investments202527(20)(7)
Interest income1,1421,2841,396(11)(8)
Interest expense731786816(7)(4)
Net interest income411498580(17)(14)
Less: provision for loan losses2491126712267
Net interest income after provision for loan losses162386513(58)(25)
Other income (loss):
Servicing revenue11101210(17)
Other revenue112(50)
Total other income1211149(21)
Direct operating expenses1471431513(5)
Income before income tax expense27254376(89)(32)
Income tax expense75889(88)(35)
Net income$20$196$287(90)%(32)%

Highlights of 2025 vs. 2024


Originated $2.5 billion of Private Education Loans compared to $1.4 billion, an increase of 77%.

o
Refinance Loan originations were $2.1 billion compared to $1.0 billion.

o
In-school loan originations were $401 million compared to $366 million.


Net income was $20 million compared to $196 million.


Net interest income decreased $87 million primarily due to the paydown and changing product mix of the loan portfolio (Refinance Loans increased as a percentage of the loan portfolio).


Provision for loan losses increased $137 million. The provision for loan losses of $249 million in the current period included $41 million associated with loan originations and $208 million primarily associated with elevated delinquency balances as well as our forecasted macroeconomic outlook. The provision for loan losses of $112 million in 2024 included $39 million related to lowering the expected recovery rate on defaulted loans, $32 million in connection with loan originations and $41 million related to a general reserve build (primarily as a result of an increase in delinquency balances).

o
Net charge-offs were unchanged at $335 million.

o
Private Education Loan delinquencies greater than 90 days: $434 million, up $15 million from $419 million.

o
Private Education Loan forbearances: $236 million, down $186 million from $422 million.


Expenses increased $4 million, or 3%, primarily as a result of higher marketing spend associated with 77% higher loan origination volume.

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Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202520242023
Segment net interest margin2.49%2.87%3.04%
Private Education Loans (including Refinance Loans):
Private Education Loan spread2.59%2.99%3.18%
Provision for loan losses$249$112$67
Net charge-offs$335$335$298
Net charge-off rate2.18%2.08%1.68%
Greater than 30-days delinquency rate6.3%6.1%5.1%
Greater than 90-days delinquency rate2.9%2.7%2.3%
Forbearance rate1.5%2.7%2.1%
Average Private Education Loans$15,987$16,809$18,463
Ending Private Education Loans, net$15,451$15,716$16,902
Private Education Refinance Loans:
Net charge-offs$72$49$32
Greater than 90-day delinquency rate.9%.7%.4%
Average balance of Private Education Refinance Loans$8,622$8,623$9,206
Ending balance of Private Education Refinance Loans$8,755$8,341$8,752
Private Education Refinance Loan originations$2,076$1,034$647

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202520242023
Private Education Loan yield7.02%7.49%7.42%
Private Education Loan cost of funds(4.43)(4.50)(4.24)
Private Education Loan spread2.592.993.18
Other interest-earning asset spread impact(.10)(.12)(.14)
Net interest margin(1)2.49%2.87%3.04%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202520242023
Private Education Loans$15,987$16,809$18,463
Other interest-earning assets488519593
Total Private Education Loan interest-earning assets$16,475$17,328$19,056

The 38 basis point decrease in the net interest margin in 2025 is primarily the result of a $19 million decrease (12 basis points) in loan discount amortization mostly related to a decrease in prepayment rate assumptions used to amortize loan discount. In addition, the continued shift of the Refinance Loan portfolio becoming a higher percentage of the overall Private Education Loan portfolio and the Refinance Loan portfolio earning a lower net interest margin compared to the legacy portfolio reduces the overall net interest margin.

As of December 31, 2025, our Private Education Loan portfolio totaled $15.5 billion, comprised of $8.8 billion of refinance loans and $6.7 billion of non-refinance loans. The weighted-average life of these portfolios as of December 31, 2025 was 5 years and 4 years, respectively, assuming a Constant Prepayment Rate (CPR) of 10% and 8%, respectively. As of December 31, 2024, the CPR assumption was 10% for both refinance and non-refinance loans.

Provision for Loan Losses

The provision for Private Education Loan losses increased $137 million. The provision for loan losses of $249 million in 2025 included $41 million associated with loan originations and $208 million primarily associated with elevated delinquency balances as well as our forecasted macroeconomic outlook. The provision for loan losses of $112 million in 2024 included $39 million related to lowering the expected recovery rate on defaulted loans, $32 million in connection with loan originations and $41 million related to a general reserve build (primarily as a result of an increase in delinquency balances).

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Operating Expenses

Operating expenses for our consumer lending segment include costs to originate, acquire, service and collect on our consumer loan portfolio. Operating expenses increased $4 million primarily as a result of higher marketing spend associated with higher loan origination volume.

Federal Education Loans Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2025202420232025 vs. 20242024 vs. 2023
Interest income:
FFELP Loans$1,903$2,397$2,901(21)%(17)%
Cash and investments398876(56)16
Total interest income1,9422,4852,977(22)(17)
Total interest expense1,7302,3232,497(26)(7)
Net interest income21216248031(66)
Less: provision for loan losses311563,000(98)
Net interest income after provision for loan losses18116142412(62)
Other income (loss):
Servicing revenue404452(9)(15)
Other revenue (loss)(1)514(120)(64)
Total other income394966(20)(26)
Direct operating expenses707472(5)3
Income before income tax expense15013641810(67)
Income tax expense35319913(69)
Net income$115$105$31910%(67)%

Highlights of 2025 vs. 2024


Net income was $115 million compared to $105 million.


Net interest income increased $50 million primarily due to a $55 million decrease in premium amortization as a result of both a decrease in prepayment rate assumptions ($18 million benefit in 2025), in response to the significant decline in actual prepayments since the beginning of 2025, as well as the significant decline in actual prepayments from $5.4 billion in 2024 to $977 million in 2025. This was partially offset by the paydown of the loan portfolio.


Provision for loan losses increased $30 million. The $31 million of provision for loan losses in 2025 was primarily the result of elevated delinquency balances, our forecasted macroeconomic outlook as well as the continued extension of the portfolio. The $1 million of provision for loan losses in 2024 was

primarily the result of an increase in delinquency balances partially offset by elevated prepayment activity over the prior year.

o
Net charge-offs were $38 million compared to $36 million.

o
Delinquencies greater than 90 days were $2.4 billion compared to $2.2 billion.

o
Forbearances were $3.5 billion compared to $4.4 billion.


Expenses were $4 million lower primarily as a result of the outsourcing of the loan servicing of our portfolio to a third party on July 1, 2024. This created a variable cost structure resulting in a reduction in expenses as the portfolio paid down.

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Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202520242023
Segment net interest margin.69%.45%1.12%
FFELP Loans:
FFELP Loan spread.73%.56%1.23%
Provision for loan losses$31$1$56
Net charge-offs$38$36$63
Net charge-off rate.15%.13%.19%
Greater than 30-days delinquency rate17.5%18.6%13.9%
Greater than 90-days delinquency rate10.0%8.7%7.5%
Forbearance rate13.0%14.7%16.8%
Average FFELP Loans$29,945$33,946$41,191
Ending FFELP Loans, net$28,141$30,852$37,925

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202520242023
FFELP Loan yield6.13%6.83%6.59%
Floor Income.22.23.45
FFELP Loan net yield6.357.067.04
FFELP Loan cost of funds(5.62)(6.50)(5.81)
FFELP Loan spread.73.561.23
Other interest-earning asset spread impact(.04)(.11)(.11)
Net interest margin(1).69%.45%1.12%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202520242023
FFELP Loans$29,945$33,946$41,191
Other interest-earning assets8701,7421,673
Total FFELP Loan interest-earning assets$30,815$35,688$42,864

The 24 basis point increase in the net interest margin is primarily the result of loan premium amortization being $55 million lower in the current period (18 basis points) due to both a decrease in prepayment rate assumptions used to amortize loan premium, in response to the significant decline in actual prepayments since the beginning of 2025, as well as the significant decline in actual prepayments from $5.4 billion in 2024 to $977 million in 2025. The significant decline in actual prepayments in 2025 is primarily the result of changes in public policy under the current Administration.

As of December 31, 2025, our FFELP Loan portfolio totaled $28.1 billion. The weighted-average life of this portfolio as of December 31, 2025 was 8 years assuming a CPR of 3% through 2028 and 5% thereafter. As of December 31, 2024, the CPR assumption was 5%.

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 December 31, 2025 and 2024, based on interest rates as of those dates.

(Dollars in billions)December 31, 2025December 31, 2024
Education loans eligible to earn Floor Income$28.0$30.7
Less: post-March 31, 2006 disbursed loans required to rebate Floor Income(13.6)(14.7)
Less: economically hedged Floor Income(.6)(.8)
Education loans eligible to earn Floor Income after rebates and economically hedged$13.8$15.2
Education loans earning Floor Income$5.3$5.0

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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 from January 1, 2026 to December 31, 2028.

(Dollars in billions)202620272028
Average balance of FFELP Consolidation Loans whose Floor Income is economically hedged$.6$.3$.2

Provision for Loan Losses

Provision for loan losses increased $30 million. The $31 million of provision for loan losses in 2025 was primarily the result of elevated delinquency balances, our forecasted macroeconomic outlook as well as the continued extension of the portfolio. The $1 million of provision for loan losses in 2024 was primarily the result of an increase in delinquency balances partially offset by elevated prepayment activity over the prior year.

Operating Expenses

Operating expenses for the Federal Education Loans segment primarily include costs incurred to perform servicing on our FFELP Loan portfolio and federal education loans held by other institutions. Expenses were $4 million lower primarily as a result of the outsourcing of the loan servicing of our portfolio to a third party on July 1, 2024. This created a variable cost structure resulting in a reduction in expenses as the portfolio paid down.

Business Processing Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2025202420232025 vs. 20242024 vs. 2023
Other income (loss):
Business processing revenue$23$271$321(92)%(16)%
Gain on sale of subsidiaries, net191(100)100
Total other income23462321(95)44
Direct operating expenses20228285(91)(20)
Income before income tax expense323436(99)550
Income tax expense1548(98)575
Net income$2$180$28(99)%543%

Highlights of 2025 vs. 2024


With the sale of our government services business in February 2025, Navient no longer provides business processing segment services. Navient provided certain transition services ($33 million of revenue and $30 million of expense in 2025, reflected in the Other segment) in connection with the sale of our business processing businesses. As of October 2025, we had no further obligations to provide these transition services.

Key performance metrics are as follows:

As of December 31,
(Dollars in millions)202520242023
Revenue from government services$23$183$200
Revenue from healthcare services88121
Total fee revenue23271321
Gain on sale of subsidiaries, net191
Total revenue$23$462$321

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Other Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2025202420232025 vs. 20242024 vs. 2023
Net interest loss after provision for loan losses$(72)$(87)$(114)(17)%(24)%
Other income (loss):
Other revenue4724596380
Losses on debt repurchases(8)(100)
Total other income (loss)4724(3)96(900)
Expenses:
Unallocated shared services operating expenses:
Unallocated information technology costs778480(8)5
Unallocated corporate costs107151212(29)(29)
Total unallocated shared services operating expenses184235292(22)(20)
Restructuring/other reorganization expenses173925(56)56
Total expenses201274317(27)(14)
Loss before income tax benefit(226)(337)(434)(33)(22)
Income tax benefit(54)(77)(103)(30)(25)
Net loss$(172)$(260)$(331)(34)%(21)%

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. The amount of the net interest loss is primarily a result of the size of the liquidity portfolio as well as the cost of funds of the debt funding the corporate liquidity portfolio.

Other Revenue

All revenue and expense in connection with the transition services we performed related to the outsourcing of loan servicing and divestiture of our Business Processing segment are included in the Other segment. Other revenue increased $23 million, of which $20 million related to these transition services.

Unallocated Shared Services Operating Expenses

Unallocated shared services operating expenses are costs primarily related to information technology costs related to infrastructure and operations, stock-based compensation expense, accounting, finance, legal, compliance and risk management, regulatory-related expenses, human resources, certain executive management, the Board of Directors, and transition services discussed above under "Other Revenue." Regulatory-related expenses include actual settlement amounts as well as third-party professional fees we incur in connection with such regulatory matters and are presented net of any insurance reimbursements for covered costs related to such matters. Operating expenses decreased $51 million from 2024, primarily as a result of a $35 million decrease in regulatory-related expenses. Regulatory-related expenses were $8 million and $43 million in 2025 and 2024, respectively, with 2024 including a contingency loss accrual of $51 million related to the $120 million settlement agreement entered into with the CFPB in September 2024. The remaining $16 million decrease in expenses primarily related to cost reduction efforts in connection with the various strategic initiatives that have been and continue to be implemented to simplify the Company, reduce our expense base and enhance our flexibility.

See “Note 12 — Commitments, Contingencies and Guarantees” for a discussion of legal and regulatory matters where it is reasonably possible that a loss contingency exists. The Company is unable to anticipate the timing of a resolution or the impact that certain matters 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 certain 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.

Restructuring/Other Reorganization Expenses

These expenses decreased $22 million primarily due to a decrease in severance-related costs incurred in connection with the various strategic initiatives that have been and continue to be implemented to simplify the Company, reduce our expense base and enhance our flexibility.

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Financial Condition

This section provides information regarding the balances, activity and credit performance metrics of our education loan portfolio.

Summary of our Education Loan Portfolio

Ending Education Loan Balances, net

December 31, 2025
(Dollars in millions)Private Education LoansFFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$108$7$$7$115
Grace, repayment and other(2)15,70710,45317,85428,30744,014
Total15,81510,46017,85428,31444,129
Allowance for loan losses(364)(144)(29)(173)(537)
Total education loan portfolio$15,451$10,316$17,825$28,141$43,592
% of total35%24%41%65%100%
December 31, 2024
(Dollars in millions)Private Education LoansFFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$95$9$$9$104
Grace, repayment and other(2)16,06211,23319,79031,02347,085
Total16,15711,24219,79031,03247,189
Allowance for loan losses(441)(139)(41)(180)(621)
Total education loan portfolio$15,716$11,103$19,749$30,852$46,568
% of total34%24%42%66%100%
December 31, 2023
(Dollars in millions)Private Education LoansFFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$70$12$$12$82
Grace, repayment and other(2)17,44913,70824,42038,12855,577
Total17,51913,72024,42038,14055,659
Allowance for loan losses(617)(156)(59)(215)(832)
Total education loan portfolio$16,902$13,564$24,361$37,925$54,827
% of total31%25%44%69%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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Education Loan Activity

Year Ended December 31, 2025
(Dollars in millions)Private Education LoansFFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansTotal Portfolio
Beginning balance$15,716$11,103$19,749$30,852$46,568
Acquisitions (originations and purchases)(1)2,4822,482
Capitalized interest and premium/discount amortization1665054789831,149
Refinancings and consolidations to third parties(249)(400)(504)(904)(1,153)
Repayments and other(2,664)(892)(1,898)(2,790)(5,454)
Ending balance$15,451$10,316$17,825$28,141$43,592
Year Ended December 31, 2024
(Dollars in millions)Private Education LoansFFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansTotal Portfolio
Beginning balance$16,902$13,564$24,361$37,925$54,827
Acquisitions (originations and purchases)(1)1,3871,387
Capitalized interest and premium/discount amortization1915075071,0141,205
Refinancings and consolidations to third parties(219)(1,583)(3,146)(4,729)(4,948)
Repayments and other(2,545)(1,385)(1,973)(3,358)(5,903)
Ending balance$15,716$11,103$19,749$30,852$46,568
Year Ended December 31, 2023
(Dollars in millions)Private Education LoansFFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansTotal Portfolio
Beginning balance$18,725$15,691$27,834$43,525$62,250
Acquisitions (originations and purchases)(1)970970
Capitalized interest and premium/discount amortization1845776161,1931,377
Refinancings and consolidations to third parties(239)(859)(1,811)(2,670)(2,909)
Repayments and other(2,738)(1,845)(2,278)(4,123)(6,861)
Ending balance$16,902$13,564$24,361$37,925$54,827

(1)
Includes the origination of $298 million, $201 million and $176 million of Private Education Refinance Loans in 2025, 2024 and 2023, respectively, that refinanced Private Education Loans and FFELP Loans that were on our balance sheet.

22

Private Education Loan Portfolio Performance

December 31,
202520242023
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$395$372$360
Loans in forbearance(2)236422363
Loans in repayment and percentage of each status:
Loans current14,23093.7%14,41993.9%15,93594.9%
Loans delinquent 31-60 days(3)3262.13192.13081.8
Loans delinquent 61-90 days(3)1941.32061.31731.0
Loans delinquent greater than 90 days(3)4342.94192.73802.3
Total Private Education Loans in repayment15,184100%15,363100%16,796100%
Total Private Education Loans15,81516,15717,519
Private Education Loan allowance for losses(364)(441)(617)
Private Education Loans, net$15,451$15,716$16,902
Percentage of Private Education Loans in repayment96.0%95.1%95.9%
Delinquencies as a percentage of Private Education Loans in repayment6.3%6.1%5.1%
Loans in forbearance as a percentage of loans in repayment and forbearance1.5%2.7%2.1%
Percentage of Private Education Loans with a cosigner(4)32%32%33%

(1)
Loans for customers who are attending school or are in other permitted educational activities and are not yet required to make payments on their loans, e.g., loans for customers who have requested and qualify for other permitted program deferments such as various military eligible deferments.

(2)
Loans for customers who have requested an extension of the 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, the cosigner rate was 67%, 66% and 65% for 2025, 2024 and 2023, respectively.

FFELP Loan Portfolio Performance

December 31,
202520242023
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$1,210$1,262$1,557
Loans in forbearance(2)3,5324,3656,147
Loans in repayment and percentage of each status:
Loans current19,44182.4%20,67581.4%26,20486.1%
Loans delinquent 31-60 days(3)1,0754.61,4795.81,1933.9
Loans delinquent 61-90 days(3)7063.01,0434.17462.5
Loans delinquent greater than 90 days(3)2,35010.02,2088.72,2937.5
Total FFELP Loans in repayment23,572100%25,405100%30,436100%
Total FFELP Loans28,31431,03238,140
FFELP Loan allowance for losses(173)(180)(215)
FFELP Loans, net$28,141$30,852$37,925
Percentage of FFELP Loans in repayment83.3%81.9%79.8%
Delinquencies as a percentage of FFELP Loans in repayment17.5%18.6%13.9%
FFELP Loans in forbearance as a percentage of loans in repayment and forbearance13.0%14.7%16.8%

(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, who 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.

23

Allowance for Loan Losses

Year Ended December 31, 2025
(Dollars in millions)Private Education LoansFFELP LoansTotal
Allowance at beginning of period$441$180$621
Total provision24931280
Charge-offs:
Gross charge-offs(388)(38)(426)
Expected future recoveries on current period gross charge-offs5353
Net charge-offs(1)(335)(38)(373)
Decrease in expected future recoveries on previously fully charged-off loans(2)99
Allowance at end of period (GAAP)364173537
Plus: expected future recoveries on previously fully charged-off loans(2)170170
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(3)$534$173$707
Net charge-offs as a percentage of average loans in repayment2.18%.15%
Allowance coverage of charge-offs(3)1.64.5(Non-GAAP)
Allowance as a percentage of the ending total loan balance(3)3.4%.6%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(3)3.5%.7%(Non-GAAP)
Ending total loans$15,815$28,314
Average loans in repayment$15,343$24,777
Ending loans in repayment$15,184$23,572

(1)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2)
At the end of each month, for Private Education Loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as "expected future recoveries on previously fully charged-off loans." If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2025
Beginning of period expected future recoveries on previously fully charged-off loans$179
Expected future recoveries of current period defaults53
Recoveries (cash collected)(41)
Charge-offs (as a result of lower recovery expectations)(21)
End of period expected future recoveries on previously fully charged-off loans$170
Change in balance during period$(9)

(3)
The allowance used for these metrics excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in the portfolio.

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Year Ended December 31, 2024
(Dollars in millions)Private Education LoansFFELP LoansTotal
Allowance at beginning of period$617$215$832
Total provision1121113
Charge-offs:
Gross charge-offs(378)(36)(414)
Expected future recoveries on current period gross charge-offs4343
Net charge-offs(1)(2)(335)(36)(371)
Decrease in expected future recoveries on previously fully charged-off loans(3)4747
Allowance at end of period (GAAP)441180621
Plus: expected future recoveries on previously fully charged-off loans(3)179179
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(4)$620$180$800
Net charge-offs as a percentage of average loans in repayment2.08%.13%
Allowance coverage of charge-offs(4)1.85.0(Non-GAAP)
Allowance as a percentage of the ending total loan balance(4)3.8%.6%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(4)4.1%.7%(Non-GAAP)
Ending total loans$16,157$31,032
Average loans in repayment$16,078$27,190
Ending loans in repayment$15,363$25,405

(1)
$28 million of 2024 Private Education Loan net charge-offs is in connection with the resolution of certain private legacy loans in bankruptcy. This was previously reserved for in 2023.

(2)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(3)
At the end of each month, for Private Education Loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as "expected future recoveries on previously fully charged-off loans." If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2024
Beginning of period expected future recoveries on previously fully charged-off loans$226
Expected future recoveries of current period defaults43
Recoveries (cash collected)(41)
Charge-offs (as a result of lower recovery expectations)(49)
End of period expected future recoveries on previously fully charged-off loans$179
Change in balance during period$(47)

(4)
The allowance used for these metrics excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in the portfolio.

25

Year Ended December 31, 2023
(Dollars in millions)Private Education LoansFFELP LoansTotal
Allowance at beginning of period$800$222$1,022
Total provision6756123
Charge-offs:
Gross charge-offs(345)(63)(408)
Expected future recoveries on current period gross charge-offs4747
Net charge-offs(1)(298)(63)(361)
Decrease in expected future recoveries on previously fully charged-off loans(2)4848
Allowance at end of period (GAAP)617215832
Plus: expected future recoveries on previously fully charged-off loans(2)226226
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(3)$843$215$1,058
Net charge-offs as a percentage of average loans in repayment1.68%.19%
Allowance coverage of charge-offs(3)2.83.4(Non-GAAP)
Allowance as a percentage of the ending total loan balance(3)4.8%.6%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(3)5.0%.7%(Non-GAAP)
Ending total loans$17,519$38,140
Average loans in repayment$17,749$33,047
Ending loans in repayment$16,796$30,436

(1)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2)
At the end of each month, for Private Education Loans that are 212 days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2023
Beginning of period expected future recoveries on previously fully charged-off loans$274
Expected future recoveries of current period defaults47
Recoveries (cash collected)(46)
Charge-offs (as a result of lower recovery expectations)(49)
End of period expected future recoveries on previously fully charged-off loans$226
Change in balance during period$(48)

(3)
The allowance used for these metrics excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in the portfolio.

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Liquidity and Capital Resources

Funding and Liquidity Risk Management

The following “Liquidity and Capital Resources” discussion concentrates primarily on our Consumer Lending and Federal Education Loans segments. Our Business Processing segment required minimal liquidity 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 portfolios, acquisitions of companies, the payment of common stock dividends and the repurchase of our common stock. To achieve these objectives, we analyze and monitor our liquidity needs and maintain excess liquidity and access to 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 inability 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.

Credit ratings and outlooks are opinions subject to ongoing review by the rating 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 rating 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 totaling $5.3 billion at December 31, 2025. 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 $0.5 billion of senior unsecured notes that mature in the short term (i.e., over the next 12 months) and the remaining $4.8 billion of senior unsecured notes that mature in the long term (from 2027 to 2043 with 79% maturing by 2032), through a number of sources. These sources include our cash on hand, unencumbered Private Education Refinance Loan and FFELP Loan portfolios (see “Sources of Primary Liquidity” below), the predictable operating cash flows provided by operating activities, 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 Private Education Loan and FFELP Loan asset-backed commercial paper (ABCP) facilities, issue term asset-backed securities (ABS), enter into additional Private Education Loan and FFELP Loan ABS repurchase facilities, or issue additional unsecured debt.

We originate Private Education Loans (a portion of which is obtained through a forward purchase agreement). We also have purchased and may purchase, in future periods, Private Education Loan portfolios from third parties. Those originations and purchases are part of our ongoing liquidity needs. We repurchased 8.5 million shares of common stock for $111 million in 2025 and have $100 million of unused share repurchase authority as of December 31, 2025.

27

Sources of Primary Liquidity

Ending BalancesAverage Balances
December 31,Years Ended December 31,
(Dollars in millions)20252024202520242023
Unrestricted cash$637$722$627$937$1,024
Unencumbered Private Education Refinance Loans529242578331105
Unencumbered FFELP Loans832329219089
Total$1,249$1,196$1,297$1,458$1,218

Sources of Additional Liquidity

Liquidity may also be available under our secured credit facilities. Maximum borrowing capacity under the Private Education Loan and FFELP Loan ABCP 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 loans. The following tables detail the additional borrowing capacity of these facilities with maturity dates ranging from June 2026 to April 2027.

Maximum Additional Capacity
December 31,
(Dollars in millions)202520242023
Ending Balances:
Private Education Loan ABCP facilities$1,689$1,490$1,719
FFELP Loan ABCP facilities193424408
Total$1,882$1,914$2,127
Average Maximum Additional Capacity
Years Ended December 31,
(Dollars in millions)202520242023
Average Balances:
Private Education Loan ABCP facilities$1,703$1,777$1,756
FFELP Loan ABCP facilities234415103
Total$1,937$2,192$1,859

At December 31, 2025, we had a total of $2.9 billion of unencumbered tangible assets inclusive of those listed in the table above as sources of primary liquidity. Total unencumbered education loans comprised $1.4 billion of our unencumbered tangible assets of which $1.3 billion and $83 million related to Private Education Loans and FFELP Loans, respectively. In addition, as of December 31, 2025, we had $4.7 billion of encumbered net assets (i.e., overcollateralization) in our various financing facilities (consolidated variable interest entities). We enter into repurchase facilities at times to borrow against the encumbered net assets of these financing vehicles. As of December 31, 2025, $0.6 billion of repurchase facility borrowings were outstanding.

The following table reconciles encumbered and unencumbered assets and their net impact on total Tangible Equity.

(Dollars in billions)December 31, 2025December 31, 2024
Net assets of consolidated variable interest entities (encumbered assets) — Private Education Loans$2.1$2.0
Net assets of consolidated variable interest entities (encumbered assets) — FFELP Loans2.62.8
Tangible unencumbered assets(1)2.92.9
Senior unsecured debt(5.3)(5.4)
Mark-to-market on unsecured hedged debt(2).2
Other liabilities, net(.3)(.3)
Total Tangible Equity(3)$2.0$2.2

(1)
Excludes goodwill and acquired intangible assets.

(2)
At December 31, 2025 and 2024, there were $(50) million and $(181) million, respectively, of net gains (losses) on derivatives hedging this debt in unencumbered assets, which partially offset these gains (losses).

(3)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

28

Borrowings

Ending Balances

December 31, 2025December 31, 2024December 31, 2023
(Dollars in millions)Short TermLong TermTotalShort TermLong TermTotalShort TermLong TermTotal
Unsecured borrowings:
Senior unsecured debt$525$4,782$5,307$553$4,806$5,359$506$5,351$5,857
Total unsecured borrowings5254,7825,3075534,8065,3595065,3515,857
Secured borrowings:
Private Education Loan securitizations46910,25010,71963110,33810,96943511,75412,189
FFELP Loan securitizations10925,30225,4114128,26828,3095935,62635,685
Private Education Loan ABCP facilities1,9421,9422,2742,2741,2868212,107
FFELP Loan ABCP facilities1,8692992,1681,586741,6601,854891,943
Other160391995440949539134
Total secured borrowings4,54935,89040,4394,58638,72043,3063,72948,32952,058
Core Earnings basis borrowings(1)5,07440,67245,7465,13943,52648,6654,23553,68057,915
Adjustment for GAAP accounting treatment(1)(39)(40)(5)(342)(347)(9)(278)(287)
GAAP basis borrowings$5,073$40,633$45,706$5,134$43,184$48,318$4,226$53,402$57,628

Average Balances

Years Ended December 31,
202520242023
(Dollars in millions)Average BalanceAverage RateAverage BalanceAverage RateAverage BalanceAverage Rate
Unsecured borrowings:
Senior unsecured debt$5,3628.37%$5,7659.11%$6,3638.74%
Total unsecured borrowings5,3628.375,7659.116,3638.74
Secured borrowings:
Private Education Loan securitizations10,7833.7211,6923.6812,8003.45
FFELP Loan securitizations26,9485.4631,7106.3738,6525.68
Private Education Loan ABCP facilities1,9986.282,0307.262,4486.87
FFELP Loan ABCP facilities1,9045.661,7166.791,7736.40
Other1272.551081061.91
Total secured borrowings41,7605.0547,2565.7455,7795.24
Core Earnings basis borrowings(1)47,1225.4353,0216.1062,1425.60
Adjustment for GAAP accounting treatment.06.07.12
GAAP basis borrowings$47,1225.49%$53,0216.17%$62,1425.72%

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.” The differences in derivative accounting give rise to the difference above.

29

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 generally accepted accounting principles in the United States of America (GAAP). “Note 2 — Significant Accounting Policies” includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult, subjective or complex judgments and are often about matters that are inherently uncertain. Critical accounting estimates involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of our operations. Our critical accounting policies and estimates are the allowance for loan losses, goodwill impairment assessment, and loan premium and discount amortization.

Allowance for Loan Losses

We measure and recognize an allowance for loan losses that estimates the remaining current expected credit losses (CECL) for financial assets measured at amortized cost held at the reporting date. We have determined that, for modeling current expected credit losses, in general, we can reasonably estimate expected losses that incorporate current and forecasted economic conditions over a “reasonable and supportable” period. For Private Education Loans, we incorporate a reasonable and supportable forecast of various macroeconomic variables over the remaining life of the loans. The development of the reasonable and supportable forecast incorporates an assumption that each macroeconomic variable will revert to a long-term expectation starting in years 2-4 of the forecast and largely completing within the first five years of the forecast. For FFELP Loans, after a three-year reasonable and supportable period, there is an immediate reversion to a long-term expectation.

The models used to project losses utilize key credit quality indicators of the loan portfolios and predict how those attributes are expected to perform in connection with the forecasted economic conditions. In connection with this methodology, our modeling of current expected credit losses utilizes historical loan repayment experience since 2008 identifying loan variables (key credit quality indicators) that are significantly predictive of loans that will default and predicts how loans will perform in connection with the forecasted economic conditions.

The key credit quality indicators used by the model for Private Education Loans are credit scores (FICO scores), loan status, loan seasoning, certain types of loan modifications, the existence of a cosigner and school type:


Credit scores are an indicator of the credit risk of a customer and generally the higher the credit score the more likely it is the customer will be able to make all of their contractual payments.


Loan status affects the credit risk because generally a past due loan is more likely to default than an up-to-date loan. Additionally, loans in a deferred payment status have different credit risk profiles compared with those in current payment status.


Of the portfolio in repayment, loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments.


Certain types of loan modifications are those that represent the historical definition of a troubled debt restructuring (TDR) prior to the implementation of ASU No. 2022-02 on January 1, 2023. Any loan that meets the historical definition of a TDR retains that classification, as a key credit quality indicator used for calculating the allowance for loan losses, for the life of the loan (including loans that met that definition subsequent to January 1, 2023). A TDR is where an economic concession (interest rate modifications, term extensions or forbearance greater than 3 months in the prior 24-month period) has been given to a borrower experiencing financial difficulties. This classification is not intended to reconcile in any way to the new modification disclosures required under ASU No. 2022-02.


The existence of a cosigner generally lowers the likelihood of default, thus lowering the credit risk.


The type of school customers attended can have an impact on their graduation rate and job prospects after graduation and therefore can affect their ability to make payments, which impacts the credit risk.

For FFELP Loans, the key credit quality indicators are loan status and loan type (Stafford, Consolidation and Rehab loans).

We project losses over the contractual term of our loans, including any extension options within the control of the borrower. Further, we make estimates regarding prepayments when determining our expected credit losses which are derived in the same manner discussed above.

30

The forecasted economic conditions used in our modeling of expected losses are provided by a third party. The primary economic metrics we generally use in the economic forecast are unemployment, GDP, interest rates, consumer loan delinquency rates and consumer income. Several forecast scenarios are provided which represent the baseline economic expectations as well as favorable and adverse scenarios. We analyze and evaluate the alternative scenarios for reasonableness and determine the appropriate weighting of these alternative scenarios based upon the current economic conditions and our view of the likelihood and risks of the alternative scenarios.

We use historical customer payment experience to estimate the amount of future recoveries (and the resulting net charge-off rate) on defaulted Private Education Loans. We use judgment in determining whether historical performance is representative of what we expect to collect in the future. The amount of expected future recoveries on defaulted FFELP Loans is based on the contractual government guarantee (which generally limits the maximum loss to 3% of the loan balance).

Once our loss model calculations are performed, we determine if qualitative adjustments are needed for factors not reflected in the quantitative model. These adjustments may include, but are not limited to, changes in lending, servicing and collection policies and practices as well as the effect of other external factors such as the economy and changes in legal or regulatory requirements that impact the amount of future credit losses.

The Private Education Loan provision for loan losses of $249 million in 2025 included $41 million associated with loan originations and $208 million primarily associated with elevated delinquency balances as well as our forecasted macroeconomic outlook. The FFELP Loan provision for loan losses of $31 million was primarily the result of elevated delinquency balances, our forecasted macroeconomic outlook, as well as the continued extension of the portfolio.

We evaluated and considered several forecasted economic scenarios when determining our allowance for loan losses and provision. We also considered the characteristics of our loan portfolio and its expected behavior in the forecasted economic scenarios. In general, there has been a decline in the forecasted economic conditions since December 31, 2024 which has been incorporated into our allowance for loan losses as of December 31, 2025. This decline in economic conditions is seen mostly in an increase in forecasted unemployment rates and consumer loan delinquency rates. We have seen an increase in the delinquency rates on our portfolio during 2025 and there remains uncertainty as to the ultimate impact to the economy from historically high inflation experienced during earlier years (primarily 2021 to 2024) and the significant increase in interest rates that began in 2022 and remain at the end of 2025. There is also uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits that previously occurred. These conclusions and adjustments were based on an evaluation of current and forecasted economic conditions. If future economic conditions are significantly worse than what was assumed as a part of this assessment, it could result in additional provision for loan loss being recorded in future periods.

The evaluation of the allowance for loan losses is inherently subjective, as it requires material estimates and assumptions that are used to project losses over the remaining life of the portfolio (in excess of 15 years). These assumptions and estimates are susceptible to significant changes. If actual future performance in delinquency, charge-offs and recoveries are significantly different than estimated, or management’s assumptions or practices were to change, this could materially affect our estimate of the allowance for loan losses and the related provision for loan losses on our income statement.

Goodwill Impairment Assessment

In determining annually (or more frequently if required) whether goodwill is impaired, we complete a goodwill impairment analysis which may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. Qualitative factors considered in conjunction with a qualitative analysis include: (1) the amount of cushion that existed the last time a quantitative test was completed which requires performing a valuation of the reporting unit, the resulting value of which is compared to the carrying value of the reporting unit, (2) macroeconomic factors (economy), (3) industry specific factors (growth or deterioration of the market; regulatory/political developments), (4) cost factors (margins), (5) financial performance of the reporting unit itself, (6) other specific items (litigation, change in management or key personnel) and (7) whether a sustained decrease in our share price is indicative of a decline in value of the specific reporting unit. There can be significant judgment involved in assessing these qualitative factors. If, based on a qualitative analysis, we determine it is “more-likely-than-not” that the fair value of a reporting unit is less than its carrying amount, we also complete a quantitative impairment analysis. In lieu of performing a qualitative assessment, we may proceed directly to a quantitative impairment analysis. A quantitative goodwill impairment analysis requires a comparison of the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds the reporting unit’s fair value (the amount we believe a third party would pay for such reporting unit), the goodwill associated with the reporting unit will be impaired in an amount equal to the difference between the reporting unit’s fair value and its carrying value, not to exceed the carrying value of goodwill attributed to the reporting unit. There are significant judgments involved in determining the fair value of a reporting unit, including determining the appropriate valuation approach or approaches to utilize and the assumptions to apply including estimates of projected future cash flows, which incorporate estimated future revenues, expenses, net income and capital expenditures from and related to existing and new business activities, and appropriate discount rates and growth rates as well as market multiples if a market approach is utilized. An appropriate resulting

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control premium is also considered. The reporting units with goodwill for which we estimate fair value are not publicly traded and for some reporting units, directly comparable market data may not be available to aid in its valuation.

Navient tests goodwill as of October 1 each year or at interim dates if an event occurs or circumstances exist such that it is determined that it is "more-likely-than-not" that the fair value of the reporting unit is less than its carrying value (the qualitative test). Such an event or circumstance is a triggering event. If it is concluded that a triggering event has occurred at an interim date, a quantitative impairment test must be performed.

Interim Impairment Testing

Based on the current performance of and economic environment impacting the reporting units with goodwill, we determined that no triggering events occurred during 2025. Accordingly, an interim impairment test was not warranted to test goodwill associated with reporting units with goodwill at March 31, June 30 and September 30, 2025.

Annual Impairment Testing

We performed annual goodwill impairment testing as of October 1, 2025. In accordance with our policy to perform a quantitative test for all reporting units with goodwill every three years in conjunction with annual impairment testing, we elected to retain a third-party appraisal firm to assist in the valuations required to perform a quantitative impairment test for our Private Education Legacy In-School Loans, Private Education Refinance Loans, Private Education Recent In-School Loans, FFELP Loans, and Federal Education Loan Servicing reporting units as of October 1, 2025. Utilizing an income approach, no goodwill was deemed impaired in conjunction with these reporting units as a result of the quantitative impairment test as the fair values of the reporting units were greater than their respective carry values. Additionally, fair values resulting from sensitivity analyses factoring in more conservative discount rates and growth rates for each reporting unit also yielded fair values in excess of the carrying values of each reporting unit.

The income approach measures the value of each reporting unit’s future economic benefit determined by its discounted cash flows derived from our projections plus an assumed terminal growth rate consistent with what we believe a market participant would assume in an acquisition. These projections are generally five-year projections that reflect the anticipated cash flow fluctuations of the respective reporting units. If a component of a reporting unit is winding down or is assumed to wind down, the projections extend through the anticipated wind-down period, and no residual value is ascribed.

Under our guidance, the third-party appraisal firm developed the discount rate for each reporting unit incorporating such factors as the risk-free rate, a market rate of return, a measure of volatility (Beta), a capital markets risk premium, and a company-specific risk premium for each reporting unit, as appropriate, to adjust for volatility and uncertainty in the economy and to capture specific risk related to the respective reporting units. We considered whether an asset sale or an equity sale would be the most likely sale structure for each reporting unit and valued each reporting unit based on the more likely hypothetical scenario. The discount rates reflect market-based estimates of capital costs and are adjusted for our assessment of a market participant’s view with respect to execution and other risks associated with the projected cash flows of individual reporting units. We reviewed and approved the discount rates provided by the third-party appraiser, including the factors incorporated in developing the discount rates for each reporting unit.

Although the timing of impairment remains uncertain, for the FFELP Loans reporting unit, goodwill will be impaired at some point in the future due to the runoff nature of the portfolio. FFELP Loans goodwill was not deemed impaired as a result of the quantitative impairment test as the fair value of the reporting unit was greater than the reporting unit’s carry value. However, our current projections of future cash flows could result in partial impairment of FFELP goodwill in the next couple of years. The potential timing of impairment could be accelerated if prepayment rates are higher than anticipated or if there is significant change in economic and other factors impacting the discount rate used to determine the fair value of the projected cashflows and thus the reporting unit. Since our estimate of future portfolio cash flows may change, the estimated timing of partial future impairment may also change.

To derive the cash flows underlying the income approach for each reporting unit, we considered the regulatory and legislative environment, the economic environment, and our 2025 earnings and 2026 expected earnings as of October 1, 2025. We also considered our market capitalization in relation to our book equity and concluded that no goodwill associated with our reporting units was impaired as of October 1, 2025. Although our market capitalization was less than our book equity at October 1, 2025, we have concluded that our market capitalization is not indicative of the value of our reporting units with goodwill on a standalone basis.

We considered events subsequent to October 1, 2025, including the decrease in share price which occurred subsequent to December 31, 2025, noting no event which negatively impacted the fair values of our reporting units with goodwill through December 31, 2025. We will continue to monitor our market capitalization to determine if a triggering event occurs in 2026.

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Loan Premium and Discount Amortization

The Company had a net unamortized premium balance of $185 million, or 0.42%, in connection with its $44 billion education loan portfolio as of December 31, 2025. The most judgmental estimate for premium and discount amortization on education loans is the Constant Prepayment Rate (CPR), which measures the rate at which loans in the portfolio pay down principal compared to their stated terms. In determining the CPR, we only consider payments made in excess of contractually required payments. This would include loans that are refinanced or consolidated and other early payoff activity. These activities are generally affected by changes in our business strategy, changes in our competitors’ business strategies, legislative changes including the ability to consolidate, interest rates and changes to the current economic and credit environment. When we determine the CPR, we begin with historical prepayment rates. We make judgments about which historical period to start with and then make further judgments about whether that historical experience is representative of future expectations and whether additional adjustment may be needed to those historical prepayment rates.

As a result of the passage of the Health Care and Education Reconciliation Act of 2010 (HCERA), there is no longer the ability to consolidate loans under the FFELP although there are other consolidation options with the Department of Education (ED) and private refinancing options with Navient and other lenders. At this time, we expect CPRs related to our FFELP Loans to remain relatively stable over time, unless there is a regulatory change by ED or legislative change by Congress to either (1) forgive loan balances (which would result in Navient receiving cash for the amounts forgiven resulting in a prepayment of principal) or (2) encourage or force consolidation. Some education loan companies, including Navient, offer Private Education Loans to refinance a borrower’s loan (both FFELP and Private Education Loans). These products and the related expectation of use are built into the CPR assumption we use for FFELP and Private Education Loans. However, it is difficult to accurately project the timing and level at which this activity will continue, and our assumption may need to be updated by a material amount in the future based on changes in the economy, marketplace and legislation.

In 2025, there was a net $11 million increase in net interest income due to cumulative adjustments related to changes in prepayment speed assumptions used to amortize loan premiums and discounts. This primarily relates to our FFELP Loan portfolio where we have experienced historically low prepayment activity (3% prepayment rate) in 2025. The FFELP Loan portfolio experienced a $4.4 billion decrease in prepayments ($977 million in 2025 compared with $5.4 billion in 2024), primarily as a result of federal education loan policy changes. The introduction of several student loan forgiveness and repayment programs and processes, including a repayment plan called Saving on a Valuable Education (SAVE Plan), under the prior administration triggered increased consolidation activity in 2024 as FFELP borrowers consolidated their loans into the Direct Loan Program in order to be eligible for these programs. In 2025, changes in administration resulted in shifts in federal education loan policy priorities, including the curtailment of many forgiveness initiatives and changes to the operations of ED. As a result of these changes and the impact to prepayment activity, the prepayment speed assumption was lowered from 5% to 3% over the next three years (through the end of the current administration’s current term in 2028) and then 5% (long-term historical prepayment rate experienced) thereafter. This results in the slowing down of the amortization of the premium on these loans which has the effect of increasing interest income in the period of the assumption change.

The passage of the Big Beautiful Bill in July 2025 marked a significant shift in the federal education loan system and policies. The Big Beautiful Bill mandates, among others, restructuring of the federal education loan repayment options, including the replacement of multiple existing income-driven repayment plans with a new repayment plan called Repayment Assistance Plan (RAP) to be implemented in July 2026. The Big Beautiful Bill also eliminates the GradPLUS loan program effective July 2026.

Although consolidation activity decreased significantly in 2025 from the prior year, consolidation activity in the future may fluctuate as federal student loan policies continue to evolve, which could have a material impact on the Company’s results.

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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. We present the following non-GAAP financial measures: (1) Core Earnings, (2) Tangible Equity (as well as the Adjusted Tangible Equity Ratio), and (3) Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off Loans. Definitions for the non-GAAP financial measures and reconciliations are provided below, except that reconciliations of forward-looking non-GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain items, including, but not limited to, the impact of any mark-to-market gains/losses resulting from our use of derivative instruments to hedge our economic risks.

1. Core Earnings

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 certain Core Earnings disclosures 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 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)
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

(2)
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.

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The following tables show our consolidated GAAP results, Core Earnings results (including for each reportable segment) along with the adjustments made to the income/expense items to reconcile the consolidated GAAP results to the Core Earnings results as required by GAAP and reported in “Note 14 — Segment Reporting.”

Year Ended December 31, 2025
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsConsumer LendingFederal Education LoansBusiness ProcessingOther
Interest income:
Education loans$3,025$1,122$1,903$$
Cash and investments83203924
Total interest income3,1081,1421,94224
Total interest expense2,5897311,73096
Net interest income (loss)519$18$14$32$551411212(72)
Less: provisions for loan losses28028024931
Net interest income (loss) after provisions for loan losses239162181(72)
Other income (loss):
Servicing revenue511140
Asset recovery and business processing revenue2323
Other revenue (loss)171(1)47
Total other income (loss)91(18)483012112392347
Expenses:
Direct operating expenses2371477020
Unallocated shared services expenses184184
Operating expenses4214211477020184
Goodwill and acquired intangible asset impairment and amortization3(3)(3)
Restructuring/other reorganization expenses171717
Total expenses441(3)(3)4381477020201
Income (loss) before income tax expense (benefit)(111)6565(46)271503(226)
Income tax expense (benefit)(2)(31)2020(11)7351(54)
Net income (loss)$(80)$$45$45$(35)$20$115$2$(172)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2025
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$32$$32
Total other income (loss)3030
Goodwill and acquired intangible asset impairment and amortization(3)(3)
Total Core Earnings adjustments to GAAP$62$365
Income tax expense (benefit)20
Net income (loss)$45

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

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Year Ended December 31, 2024
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsConsumer LendingFederal Education LoansBusiness ProcessingOther
Interest income:
Education loans$3,655$1,259$2,397$$
Cash and investments154258841
Total interest income3,8091,2842,48541
Total interest expense3,2737862,323128
Net interest income (loss)536$35$2$37$573498162(87)
Less: provisions for loan losses1131131121
Net interest income (loss) after provisions for loan losses423386161(87)
Other income (loss):
Servicing revenue541044
Asset recovery and business processing revenue271271
Other revenue1001524
Gain on sale of subsidiaries, net191191
Total other income (loss)616(35)(35)(70)546114946224
Expenses:
Direct operating expenses44514374228
Unallocated shared services expenses235235
Operating expenses68068014374228235
Goodwill and acquired intangible asset impairment and amortization146(146)(146)
Restructuring/other reorganization expenses393939
Total expenses865(146)(146)71914374228274
Income (loss) before income tax expense (benefit)174113113287254136234(337)
Income tax expense (benefit)(2)43232366583154(77)
Net income (loss)$131$$90$90$221$196$105$180$(260)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2024
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$37$$37
Total other income (loss)(70)(70)
Goodwill and acquired intangible asset impairment and amortization(146)(146)
Total Core Earnings adjustments to GAAP$(33)$146113
Income tax expense (benefit)23
Net income (loss)$90

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

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Year Ended December 31, 2023
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsConsumer LendingFederal Education LoansBusiness ProcessingOther
Interest income:
Education loans$4,266$1,369$2,901$$
Cash and investments153277650
Total interest income4,4191,3962,97750
Total interest expense3,5578162,497164
Net interest income (loss)862$32$52$84$946580480(114)
Less: provisions for loan losses1231236756
Net interest income (loss) after provisions for loan losses739513424(114)
Other income (loss):
Servicing revenue641252
Asset recovery and business processing revenue321321
Other revenue322145
Losses on debt repurchases(8)(8)
Total other income (loss)409(32)21(11)3981466321(3)
Expenses:
Direct operating expenses50815172285
Unallocated shared services expenses292292
Operating expenses80080015172285292
Goodwill and acquired intangible asset impairment and amortization10(10)(10)
Restructuring/other reorganization expenses252525
Total expenses835(10)(10)82515172285317
Income (loss) before income tax expense (benefit)313838339637641836(434)
Income tax expense (benefit)(2)85889389998(103)
Net income (loss)$228$$75$75$303$287$319$28$(331)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2023
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$84$$84
Total other income (loss)(11)(11)
Goodwill and acquired intangible asset impairment and amortization(10)(10)
Total Core Earnings adjustments to GAAP$73$1083
Income tax expense (benefit)8
Net income (loss)$75

(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.

Years Ended December 31,
(Dollars in millions)202520242023
GAAP net income (loss)$(80)$131$228
Core Earnings adjustments to GAAP:
Net impact of derivative accounting62(33)73
Net impact of goodwill and acquired intangible assets314610
Net income tax effect(20)(23)(8)
Total Core Earnings adjustments to GAAP459075
Core Earnings net income (loss)$(35)$221$303

(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. 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. 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 do not qualify for hedge accounting treatment and the stand-alone derivative is adjusted to fair value in the income statement with no consideration for the corresponding change in fair value of the hedged item.

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

Years Ended December 31,
(Dollars in millions)202520242023
Core Earnings derivative adjustments:
(Gains) losses on derivative and hedging activities, net, included in other income$30$(70)$(11)
Plus: (Gains) losses on fair value hedging activity included in interest expense7(5)46
Total (gains) losses in GAAP net income37(75)35
Plus: Reclassification of settlement income (expense) on derivative and hedging activities, net(1)183532
Mark-to-market (gains) losses on derivative and hedging activities, net(2)55(40)67
Amortization of net premiums on Floor Income Contracts in net interest income for Core Earnings14
Other derivative accounting adjustments(3)762
Total net impact of derivative accounting$62$(33)$73

(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 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.

Years Ended December 31,
(Dollars in millions)202520242023
Reclassification of settlements on derivative and hedging activities:
Net settlement income (expense) on interest rate swaps reclassified to net interest income$18$35$32
Total reclassifications of settlement income (expense) on derivative and hedging activities$18$35$32

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

Years Ended December 31,
(Dollars in millions)202520242023
Fair value hedges$9$3$24
Foreign currency hedges(2)(8)22
Basis swaps(1)
Other(a)48(35)22
Total mark-to-market (gains) losses on derivative and hedging activities, net$55$(40)$67

(a) Primarily derivatives that are used to economically hedge the origination of fixed rate Private Education Loans that don't qualify for

hedge accounting. We believe that these derivatives are effective economic hedges, and as such, are a critical element of our

interest rate risk management strategy.

(3)
Other derivative accounting adjustments consist of adjustments related to 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 December 31, 2025, derivative accounting has decreased GAAP equity by approximately $39 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.

Years Ended December 31,
(Dollars in millions)202520242023
Beginning impact of derivative accounting on GAAP equity$8$(1)$122
Net impact of net mark-to-market gains (losses) under derivative accounting(1)(47)9(123)
Ending impact of derivative accounting on GAAP equity$(39)$8$(1)

(1)
Net impact of net mark-to-market gains (losses) under derivative accounting is composed of the following:

Years Ended December 31,
(Dollars in millions)202520242023
Total pre-tax net impact of derivative accounting recognized in net income(2)$(62)$33$(73)
Tax and other impacts of derivative accounting adjustments16(8)18
Change in mark-to-market gains (losses) on derivatives, net of tax recognized in other comprehensive income(1)(16)(68)
Net impact of net mark-to-market gains (losses) under derivative accounting$(47)$9$(123)

(2)
See “Core Earnings derivative adjustments” table above.

Hedging Embedded Floor Income

We use pay-fixed swaps and fixed rate debt to economically hedge embedded Floor Income in our FFELP Loans. Historically, we have used these instruments on a periodic basis and depending upon market conditions and pricing, we may enter into additional hedges in the future. Under GAAP, the pay-fixed swaps are accounted for as cash flow hedges. The table below shows the amount of hedged Floor Income that will be recognized in Core Earnings in future periods based on these hedge strategies.

December 31,
(Dollars in millions)202520242023
Total hedged Floor Income, net of tax(1)(2)$27$44$90

(1)
$36 million, $57 million and $118 million on a pre-tax basis as of December 31, 2025, 2024 and 2023, respectively.

(2)
Of the $27 million as of December 31, 2025, approximately $14 million, $7 million and $6 million will be recognized as part of Core Earnings net income in 2026, 2027 and 2028, respectively.

(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.

Years Ended December 31,
(Dollars in millions)202520242023
Core Earnings goodwill and acquired intangible asset adjustments$3$146$10

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2. Tangible Equity and Adjusted Tangible Equity Ratio

Adjusted Tangible Equity Ratio measures the ratio of Navient’s Tangible Equity to its tangible assets. We adjust this ratio to exclude the assets and equity associated with our FFELP Loan portfolio because FFELP Loans are no longer originated and the FFELP Loan portfolio bears a 3% maximum loss exposure under the terms of the federal guaranty. Management believes that excluding this portfolio from the ratio enhances its usefulness to investors. Management uses this ratio, in addition to other metrics, for analysis and decision making related to capital allocation decisions. The Adjusted Tangible Equity Ratio is calculated as:

(Dollars in billions)December 31, 2025December 31, 2024
Navient Corporation's stockholders' equity$2,399$2,641
Less: Goodwill and acquired intangible assets434437
Tangible Equity1,9652,204
Less: Equity held for FFELP Loans141154
Adjusted Tangible Equity$1,824$2,050
Divided by:
Total assets$48,681$51,789
Less:
Goodwill and acquired intangible assets434437
FFELP Loans28,14130,852
Adjusted tangible assets$20,106$20,500
Adjusted Tangible Equity Ratio9.1%10.0%

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3. Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off

Loans

The allowance for loan losses on the Private Education Loan portfolio used for the three credit metrics below excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in connection with the loans on balance sheet that have not charged off. That is, as of December 31, 2025, the $534 million Private Education Loan allowance for loan losses excluding expected future recoveries on previously fully charged-off loans represents the current expected credit losses that remain in connection with the $15,815 million Private Education Loan portfolio. The $170 million of expected future recoveries on previously fully charged-off loans, which is collected over an average 15-year period, mechanically is a reduction to the overall allowance for loan losses. However, it is not related to the $15,815 million Private Education Loan portfolio on our balance sheet and, as a result, management excludes this impact to the allowance to better evaluate and assess our overall credit loss coverage on the Private Education Loan portfolio. We believe this provides a more meaningful and holistic view of the available credit loss coverage on our non-charged-off Private Education Loan portfolio. We believe this information is useful to our investors, lenders and rating agencies.

Allowance for Loan Losses Metrics – Private Education Loans

For the Year Ended December 31,
202520242023
(Dollars in millions)
Allowance at end of period (GAAP)$364$441$617
Plus: expected future recoveries on previously fully charged-off loans170179226
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)$534$620$843
Ending total loans$15,815$16,157$17,519
Ending loans in repayment$15,184$15,363$16,796
Net charge-offs$335$335$298
Allowance coverage of charge-offs (annualized):
GAAP1.11.32.1
Adjustment(1).5.5.7
Non-GAAP Financial Measure(1)1.61.82.8
Allowance as a percentage of the ending total loan balance:
GAAP2.3%2.7%3.5%
Adjustment(1)1.11.11.3
Non-GAAP Financial Measure(1)3.4%3.8%4.8%
Allowance as a percentage of the ending loans in repayment:
GAAP2.4%2.9%3.7%
Adjustment(1)1.11.21.3
Non-GAAP Financial Measure(1)3.5%4.1%5.0%

(1)
The allowance used for these credit metrics excludes the expected future recoveries on previously fully charged-off loans. See discussion above.

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Risk Management

Our Approach

Navient’s identification, understanding and effective management of the risks inherent in our business are critical to our continued success. We assign risk oversight, management and assessment responsibilities at various levels within our organization and continuously coordinate these activities. We maintain comprehensive risk management practices to identify, measure, monitor, evaluate, control and report on our significant risks and we routinely evaluate these practices to determine whether they are functioning properly and can be improved.

Risk Management Philosophy

Navient’s risk management philosophy is to ensure all significant risks inherent in our business are identified, measured, monitored, evaluated, controlled and reported. In furtherance of these goals, Navient


maintains a comprehensive and uniform risk management framework;


follows a “Three Lines Model” structure based upon: (1) accountability and ownership at the business area level for risks inherent in their activities (first line); (2) supporting areas, such as Human Resources, Legal, Compliance, Finance and Accounting, Information Technology and Information Security, monitor, guide and advise the business areas in their respective areas of expertise (second line); and (3) Internal Audit independently reviews business and support areas to ensure compliance with applicable laws, regulations and internal policies and procedures (third line);


provides appropriate reporting to management and our Board of Directors and their respective committees; and


trains our employees on our risk management processes and philosophy.

Risk Oversight, Roles and Responsibilities

Responsibility for risk management is assigned at several different levels of our organization, including our Board of Directors and its committees. Each business area within our organization is primarily responsible for managing its specific risks. In addition, our second line support areas are responsible for providing our business areas with the training, systems and specialized expertise necessary to properly perform their risk management responsibilities.

Board of Directors. The Navient Board of Directors and its standing committees oversee our strategic direction, including setting our risk management philosophy, tolerance and parameters; and assessing the risks our businesses face as well as our risk management practices. It approves our annual business plan, periodically reviews our strategic approach and priorities and spends significant time considering our capital requirements and our dividend and share repurchase levels and activities. We escalate to our Board of Directors any significant departures from established tolerances and parameters and review new and emerging risks with them. Standing committees of our Board of Directors include Executive, Audit, Compensation and Human Resources, and Nominations and Governance. Charters for each committee providing its specific responsibilities and areas of risk oversight are published on our website together with the names of the directors serving on these committees.

Chief Executive Officer. Our Chief Executive Officer is responsible for establishing our risk management culture and ensuring business areas operate within risk parameters and in accordance with our annual business plan.

Chief Risk Officer and Chief Compliance Officer. Our Chief Risk Officer and Chief Compliance Officer are responsible for ensuring proper oversight, management and reporting to our Board of Directors and management regarding our risk management practices.

Enterprise Risk and Compliance Committee. Our Enterprise Risk and Compliance Committee is an executive management-level committee where senior management reviews our significant risks, receives reports on adherence to established risk parameters, provides direction on mitigation of our risks and closure of issues and supervises our enterprise risk management program. This committee also oversees regulatory compliance risk management activities including regulatory compliance training, regulatory compliance change management, compliance risk assessment, transactional testing and monitoring, customer complaint monitoring, policies and procedures, privacy and information sharing practices, compliance with the Sarbanes-Oxley Act of 2002, and our Code of Business Conduct.

Credit and Loan Loss Committee. Our Credit and Loan Loss Committee is an executive management-level committee that oversees our credit and portfolio management monitoring and strategies, the sufficiency of our loan loss reserves, and current or emerging issues affecting delinquency and default trends which may result in adjustments in our allowances for loan losses. This committee also evaluates risks associated with new or modified business and makes recommendations regarding proposed business initiatives based on their inherent risks and controls.

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Disclosure Committee. Our Disclosure Committee reviews our periodic SEC reporting documents, earnings releases and related disclosure policies and procedures, and evaluates whether modified or additional disclosures are required.

Asset and Liability Committee. Our Asset and Liability Committee oversees our investment portfolio and strategy and our compliance with our investment policy.

Other Management-Level Committees. We have other management-level committees that oversee various other Navient business activities including critical accounting assumptions, human resources management, and incentive compensation governance.

Internal Audit Risk Assessment

Navient’s Internal Audit function monitors Navient’s various risk management and compliance efforts, identifies areas that may require increased focus and resources, and reports its findings and recommendations to executive management and the Audit Committee of our Board of Directors. Internal Audit performs an annual risk assessment evaluating the risk of all significant components of our company and uses the results to develop an annual risk-based internal audit plan as well as a multi-year rotational audit schedule.

Risk Appetite Framework

Navient’s Risk Appetite Framework establishes the level of risk we are willing to accept within each risk category in pursuit of our business strategy. The Audit Committee of our Board of Directors reviews our Risk Appetite Framework annually, helping to ensure consistency in our business decisions, monitoring and reporting. Our management-level Enterprise Risk and Compliance Committee monitors approved risk limits and thresholds to ensure our businesses are operating within approved risk limits. Through ongoing monitoring of risk exposures, management identifies potential risks and develops appropriate responses and mitigation strategies.

Risk Categories

Our Risk Appetite Framework segments Navient’s risks across nine domains: (1) credit; (2) market; (3) funding and liquidity; (4) operational; (5) compliance; (6) legal; (7) governance; (8) reputational/political; and (9) strategic.

Credit Risk. Credit risk is the risk to earnings or capital resulting from an obligor’s failure to meet the terms of any contract with us or otherwise fail to perform as agreed. Navient has credit or counterparty risk exposure with borrowers and cosigners of our Private Education Loans and Private Education Refinance Loans, counterparties with whom we have entered derivative or other similar contracts and entities with whom we make investments. Credit and counterparty risks are overseen by our Chief Risk Officer and our management-level Credit and Loan Loss Committee. The credit risk related to our Private Education Loans and Private Education Refinance Loans is managed within a credit risk infrastructure which includes: (i) a well-defined underwriting, asset quality and collection policy framework; (ii) an ongoing monitoring and review process of portfolio concentration and trends; (iii) assignment and management of credit and loss forecasting authorities and responsibilities; and (iv) establishment of an allowance for loan losses. Credit risk related to derivative contracts is managed by reviewing counterparties for credit strength on an ongoing basis and through our credit policies, which place limits on our exposure with any single counterparty and, in most cases, require collateral to secure the position. Our Chief Risk Officer reports regularly to the Audit Committee of our Board of Directors on credit risk management.

Market Risk. Market risk is the risk to earnings or capital resulting from changes in market conditions, such as interest rates, index mismatches, credit spreads, commodity prices or volatilities. Navient is exposed to various types of market risk, including mismatches between the maturity/duration of assets and liabilities, interest rate risk and other risks that arise through the management of our investment, debt and education loan portfolios. Market risk exposure is overseen by our Chief Financial Officer and our management-level Asset and Liability Committee, which are responsible for managing market risks associated with our assets and liabilities and recommending limits to be included in our risk appetite and investment structure. These activities are closely tied to those related to the management of our funding and liquidity risks. Our Board of Directors periodically reviews and approves the investment, asset and liability management policies, establishes and monitors various tolerances or other risk measurements, as well as contingency funding plans developed and administered by our Asset and Liability Committee. Our Chief Financial Officer reports to the Board of Directors on matters of market risk management.

Funding and Liquidity Risk. Funding and liquidity risk is the risk to earnings, capital or the conduct of our business arising from the inability to meet our obligations when they become due without incurring unacceptable losses, such as the ability to fund liability maturities or invest in future asset growth and business operations at reasonable market rates. Our primary liquidity risks are any mismatch between the maturity of our assets and liabilities and the servicing of our indebtedness. Navient’s Chief Financial Officer oversees our funding and liquidity management activities and is responsible for planning and executing our funding activities and strategies, analyzing and monitoring our liquidity risk, maintaining excess liquidity and accessing diverse funding sources depending on current market conditions. Funding and liquidity risks are overseen and recommendations approved primarily through our management-level Asset and Liability Committee. Our Board of Directors periodically reviews and approves our funding and liquidity

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positions and the contingency funding plan developed and administered by our Asset and Liability Committee. The Board of Directors also receives regular reports on our performance against funding and liquidity plans at each of its meetings.

Operational Risk. Operational risk is the risk to earnings or the conduct of our business resulting from inadequate or failed internal processes, people or systems or from external events. Operational risk is pervasive, existing in all business areas, functional units, legal entities and geographic locations, and it includes information technology risk, cybersecurity risk, physical security risk on tangible assets, third-party vendor risk, legal risk, compliance risk and reputational risk. Operational risk exposures are managed by business area management and our second and third lines of defense, with oversight by our management-level committees. The Board of Directors receives operations reports at each regularly scheduled meeting. The Board of Directors also receives business development updates regarding our various business initiatives, receives periodic information security and cybersecurity updates and reviews operational and systems-related matters to ensure their implementation produces no significant internal control issues.

Compliance, Legal and Governance Risk. Compliance, legal and governance risks are subsets of operational risk but are recognized as a separate and complementary risk category given their importance in our business. Compliance risk is the risk to earnings, capital or reputation arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards. Legal risk is the risk to earnings, capital or reputation manifested by claims made through the legal system and may arise from a product or service, a transaction, a business relationship, property (real, personal or intellectual), conduct of an employee or change in law or regulation. Governance risk is the risk of not establishing and maintaining a control environment that aligns with stakeholder and regulatory expectations, including tone at the top and board performance. These risks are inherent in all of our businesses. The Audit Committee of our Board of Directors oversees our monitoring and control of legal and compliance risks. The Audit Committee annually reviews our Compliance Plan and significant breaches of our Code of Business Conduct and receives regular reports from executive management responsible for the regulatory and compliance risk management functions. The Board of Directors and the Audit Committee receive reports on significant litigation and regulatory matters at each regularly scheduled meeting.

Reputational/Political Risk. Reputational risk is the risk to earnings or capital arising from damage to our reputation in the view of, or loss of the trust of, customers and the general public. Political risk is the closely related risk to earnings or capital arising from damage to our relationships with governmental entities, regulators and political leaders and candidates. These risks can arise due to both our own acts and omissions (both real and perceived), and the acts and omissions of other industry participants or other third parties, and they are inherent in all of our businesses. Reputational risk and political risk are managed through a combination of business area management and our second and third lines of defense. The Nominations and Governance Committee of our Board of Directors oversees our reputational and political risk.

Strategic Risk. Strategic risk is the risk to earnings or capital arising from our potential inability to successfully carry out our strategy. This risk can arise due to both our own acts or omissions, and the acts or omissions of other industry participants or other third parties, and it is inherent in all of our businesses. Strategic risk is managed through a combination of business area management and our second and third lines of defense.

Supervision and Regulation

Regulatory Oversight

We operate in a highly regulated industry where many aspects of our businesses are subject to federal and state regulation and administrative oversight. The following is a summary of the material statutes and regulations currently applicable to us and our subsidiaries. We may become subject to additional laws, rules or regulations in the future. This summary is not a comprehensive analysis of all applicable laws and is qualified by reference to the full text of the statutes and regulations referenced below.

The Dodd-Frank Act was adopted to reform and strengthen regulation and supervision of the U.S. financial services industry. It contains comprehensive provisions that govern the practices and oversight of financial institutions and other participants in the financial markets. It imposes additional regulations, requirements and oversight on almost every aspect of the U.S. financial services industry, including increased capital and liquidity requirements, limits on leverage and enhanced supervisory authority. Some of these provisions apply to Navient and its various businesses and securitization vehicles.

The CFPB has authority to write regulations under federal consumer financial protection laws and to directly or indirectly enforce those laws and examine financial institutions for compliance. The CFPB is authorized to impose fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities. It also has authority to prevent unfair, deceptive or abusive practices. The Dodd-Frank Act also authorizes state officials to enforce regulations issued by the CFPB and to enforce the Dodd-Frank Act’s general prohibition against unfair, deceptive and abusive practices.

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Higher Education Act (HEA). The HEA is the primary law that authorizes and regulates federal student aid programs for higher education. Navient is subject to the HEA and its education loan operations are periodically reviewed by ED and Guarantors or entities acting on their behalf. As a master servicer of federal education loans, Navient, and its designated sub-servicer, are subject to ED regulations regarding financial responsibility and administrative capability that govern all third-party servicers of insured education loans. In connection with its servicing operations on behalf of Guarantor clients, Navient must comply with ED regulations that govern Guarantor activities as well as agreements for reimbursement between ED and our Guarantor clients. While the HEA is required to be reviewed and "reauthorized" by Congress every five years, Congress has not reauthorized the HEA since 2008, choosing to temporarily extend the Act each year since 2013. We cannot predict whether or when legislation will be passed or how it would impact us. While we cannot predict whether or when reauthorization will be passed or how it would impact us, Congress has continued to pass other legislation that amends the HEA. Most recently, the Big Beautiful Bill, enacted in 2025, significantly changes loan programs available, repayment plans, and loan limits.

Federal Financial Institutions Examination Council. As a service provider to financial institutions, Navient is subject to periodic examination by the Federal Financial Institutions Examination Council (FFIEC). FFIEC is a formal interagency body of the U.S. government empowered to prescribe uniform principles, standards, and report forms for the federal examination of financial institutions by the Federal Reserve Banks (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration, the Office of the Comptroller of the Currency and the CFPB and to make recommendations to promote uniformity in the supervision of financial institutions.

Consumer Protection and Privacy. Navient’s Consumer Lending and Federal Education Loan segments are subject to federal and state consumer protection, privacy and related laws and regulations and are subject to supervision and examination by the CFPB and various state agencies. Some of the more significant federal laws and regulations include:


various laws governing unfair, deceptive or abusive acts or practices;


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


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


the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of race, creed or other prohibited factors in extending credit;


the Servicemembers Civil Relief Act (SCRA), which applies to all debts incurred prior to commencement of active military service (including education loans) and limits the amount of interest, including certain fees or charges that are related to the obligation or liability; and


the Telephone Consumer Protection Act (TCPA), which governs communication methods that may be used to contact customers.

Regulatory Outlook

In 2026, we expect the regulatory environment for the business in which we operate will continue to be challenging. We anticipate that regulators will continue to be focused on conducting regulatory audits and initiating enforcement actions.

We anticipate a number of prominent themes could continue:


The number and configuration of regulators, particularly the CFPB, State Attorneys General and various state agencies, are likely to change which may add to the complexity, cost and unpredictability of timing for resolution of particular regulatory issues.


The regulatory, compliance and risk control structures of financial institutions subject to enforcement actions by state and federal regulators are frequently cited, regardless of whether past practices have been changed, and enforcement orders have often included detailed demands for increased compliance, audit and board supervision, as well as the use of third-party consultants to recommend further changes or monitor remediation efforts.


Issues first identified with respect to one consumer product class or distribution channel are sometimes applied to other product classes or channels.

We expect that consumer protection regulations, standards, supervision, examination and enforcement practices will continue to evolve in both detail and scope as well as being more unpredictable than in previous periods. This evolution has added and may continue to significantly add to Navient’s compliance, servicing and operating costs.

We have invested in compliance through multiple steps including alignment of Navient’s compliance management system to a lending, servicing and collections business model; dedicated compliance resources for certain topics to

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focus on consumer expectations; formation of business support operations to enhance risk, control and compliance functions in each business area; additional regulatory training for front-line employees to ensure obligations are understood and followed during interactions with customers, as well as additional regulatory training for our Board of Directors to enhance their ability to oversee the Company’s risk framework and compliance as it and the regulatory environment changes; and expanded oversight and analysis of complaint trends to identify and remediate, if necessary, areas of potential consumer harm. Despite these increased activities, our current operations and compliance processes may not satisfy evolving regulatory standards. Past practices or products may continue to be the focus of examinations, inquiries or lawsuits. As a result of our recent strategic announcements, we anticipate the need to further restructure and realign our compliance efforts and focus with our evolving footprint and businesses.

As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management,” Navient has implemented a coordinated, formal enterprise risk management system aimed at reducing business and regulatory risks.

Listed below are some of the most significant recent and pending regulatory changes that have the potential to affect Navient.

Education Loan Servicing and Consumer Lending. The CFPB has been active in the education loan industry and undertook a number of initiatives in recent years relative to the private education loan market and education loan servicing. In addition, several states have enacted various state servicing and licensing requirements. It is possible that more states will propose or pass similar or different requirements on either holders of education loans or their servicers. Depending on the nature of these laws or rules, they may impose additional or different requirements than Navient faces at the federal level.

Debt Collection Supervision. The CFPB also maintains supervisory authority over larger consumer debt collectors and in late 2021 implemented changes to Regulation F governing the collection of third-party consumer debt. The CFPB’s rules do not preempt the various and varied levels of state consumer and collection regulations to which the activities of Navient’s subsidiaries are currently subject. Navient also utilizes third-party debt collectors to collect defaulted and charged-off education loans and will continue to be responsible for oversight of their procedures and controls.

Oversight of Derivatives. The Dodd-Frank Act created a comprehensive new regulatory framework for derivatives transactions under the Commodity Futures Trading Commission (CFTC), other prudential regulators and the SEC. This framework, among other things, subjects certain swap participants to new capital and margin requirements, recordkeeping and business conduct standards and imposes registration and regulation of swap dealers and major swap participants. Even where Navient or a securitization trust sponsored by Navient qualifies for an exemption, many of its derivatives counterparties are subject to capital, margin and business conduct requirements and therefore Navient’s business may be impacted. Where Navient or the securitization trusts it sponsors do not qualify for an exemption, Navient or an existing or future securitization trust sponsored by Navient may be unable to enter into new swaps to hedge interest rate or currency risk or the costs associated with such swaps may increase. With respect to existing securitization trusts, an inability to amend, novate or otherwise materially modify existing swap contracts could result in a downgrade of its outstanding asset-backed securities. As a result, Navient’s business, ability to access the capital markets for financing and costs may be impacted by these regulations.

Legal Proceedings

For a discussion of legal matters as of December 31, 2025, please refer to “Note 12 – Commitments, Contingencies and Guarantees” to our consolidated financial statements included in this report, which is incorporated into this item by reference.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000950170-25-029207.

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high. Filing date: 2025-02-27. Report date: 2024-12-31.

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

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

The objective of this discussion and analysis is to allow investors to view the Company from management’s perspective. Accordingly, we provide the reader with 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. The discussion that follows is primarily focused on 2024 versus 2023 results. Discussion and analysis of 2023 results compared to 2022 is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 26, 2024, which is incorporated herein by reference.

Selected Historical Financial Information and Ratios

Years Ended December 31,
(In millions, except per share data)202420232022
GAAP Basis
Net income$131$228$645
Diluted earnings per common share$1.18$1.85$4.49
Weighted average shares used to compute diluted earnings per share111123144
Return on assets.24%.36%.87%
Dividends per common share$.64$.64$.64
Return on common stockholders' equity5%8%22%
Dividend payout ratio54%35%14%
Average equity/average assets4.82%4.43%3.78%
Total assets$51,789$61,375$70,795
Total borrowings$48,318$57,628$66,896
Total Navient Corporation stockholders' equity$2,641$2,760$2,977
Book value per common share$25.63$24.32$22.86
Core Earnings Basis(1)
Net income(1)$221$303$458
Diluted earnings per common share(1)$2.00$2.45$3.19
Weighted average shares used to compute diluted earnings per share111123144
Net interest margin, Federal Education Loans segment.45%1.12%1.01%
Net interest margin, Consumer Lending segment2.87%3.04%2.81%
Return on assets.41%.48%.62%
Education Loan Portfolios
Ending FFELP Loans, net$30,852$37,925$43,525
Ending Private Education Loans, net15,71616,90218,725
Ending total education loans, net$46,568$54,827$62,250
Average FFELP Loans$33,946$41,191$49,183
Average Private Education Loans16,80918,46320,524
Average total education loans$50,755$59,654$69,707

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures – Core Earnings.”

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The Year in Review

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 include 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 certain Core Earnings disclosures in the notes to our consolidated financial statements for our business segments. See “Non-GAAP Financial Measures — Core Earnings” for a further discussion and a complete reconciliation between GAAP net income and Core Earnings.

2024 GAAP net income was $131 million ($1.18 diluted earnings per share), compared with $228 million ($1.85 diluted earnings per share) in 2023. See “Results of Operations — GAAP Comparison of 2024 Results with 2023” for a discussion of the primary contributors to the change in GAAP earnings between periods.

2024 Core Earnings net income was $221 million ($2.00 diluted Core Earnings per share), compared with $303 million ($2.45 diluted Core Earnings per share) in 2023. See “Segment Results” for a discussion of the primary contributors to the change in Core Earnings between periods.

GAAP and Core Earnings results included a net increase to pre-tax income of $43 million ($0.30 diluted earnings per share), comprised of the following significant items:


A net gain on sale of subsidiaries of $191 million ($1.33 diluted earnings per share) as a result of the $219 million gain on sale of our healthcare services business in the third quarter and the $28 million loss in the fourth quarter as a result of our government services subsidiaries meeting the criteria to be classified as held for sale with the basis of the government services subsidiaries being written down to the lower of their carrying value or their estimated fair value less cost to sell, which amount was equal to the estimated sales price. We completed the sale of our government services businesses in February 2025.


$43 million ($0.30 diluted loss per share) of regulatory-related expenses, primarily related to the $120 million settlement agreement entered into with the CFPB in September 2024.


$39 million ($0.27 diluted loss per share) of restructuring expenses, primarily related to the various strategic initiatives being implemented to simplify the Company, reduce our expense base and enhance our flexibility.


$39 million ($0.27 diluted loss per share) of Private Education Loan provision for loan losses related to lowering the expected recovery rate on defaulted loans.


$27 million ($0.19 diluted loss per share) of additional loan premium amortization expense, a non-cash reduction to net interest income, as a result of FFELP Loan prepayments increasing $2.3 billion, from $3.1 billion in 2023 to $5.4 billion in 2024.

GAAP also included $138 million of goodwill impairment recognized related to our government services business. Core Earnings excludes goodwill and intangible asset impairment and amortization.

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Financial highlights of 2024 include:

Federal Education Loans segment:


Net income of $105 million.


Net interest margin of 0.45%.


FFELP Loan prepayments of $5.4 billion compared to $3.1 billion in 2023.


Successfully outsourced our servicing to MOHELA, a leading provider of student loan servicing for government and commercial enterprises.

Consumer Lending segment:


Net income of $196 million.


Net interest margin of 2.87%.


Originated $1.4 billion of Private Education Loans.


Successfully outsourced our servicing, as noted above. The Earnest team continues to provide customer service for Earnest and NaviRefi clients.

Business Processing segment:


Fee revenue of $271 million.


Completed the sale of our healthcare services business for $369 million cash on September 19, 2024, at a gain of $219 million. During the fourth quarter of 2024, our government services businesses met the criteria for held for sale classification, resulting in a $28 million loss being recognized as a result of adjusting the basis to the estimated sales price. In February 2025, we completed the sale of our government services businesses for net consideration of $44 million, which constitutes the remainder of the Business Processing segment.

Capital, funding and liquidity:


GAAP equity-to-asset ratio of 5.1% and adjusted tangible equity ratio(1) of 10.0%.


Repurchased $179 million of common shares. $111 million common share repurchase authority remains outstanding.


Paid $70 million in common stock dividends.


Issued $728 million of asset-backed securities and retired $500 million of unsecured debt.

Operating Expenses:


Operating expenses of $637 million, excluding $43 million of regulatory-related expenses.

(1) Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Results of Operations

GAAP Income Statements

Increase (Decrease)
Years Ended December 31,2024 vs. 20232023 vs. 2022
(Dollars in millions, except per share amounts)202420232022$%$%
Interest income
FFELP Loans$2,396$2,897$1,966$(501)(17)%$93147%
Private Education Loans1,2591,3691,195(110)(8)17415
Cash and investments154153621191147
Total interest income3,8094,4193,223(610)(14)1,19637
Total interest expense3,2733,5572,102(284)(8)1,45569
Net interest income5368621,121(326)(38)(259)(23)
Less: provisions for loan losses11312379(10)(8)4456
Net interest income after provisions for loan losses4237391,042(316)(43)(303)(29)
Other income (loss):
Servicing revenue546477(10)(16)(13)(17)
Asset recovery and business processing revenue271321336(50)(16)(15)(4)
Other income302132943(11)(34)
Gain on sale of subsidiaries, net191191100
Losses on debt repurchases(8)8(100)(8)100
Gains (losses) on derivative and hedging activities, net701117159536(160)(94)
Total other income61640961620751(207)(34)
Expenses:
Operating expenses680800776(120)(15)243
Goodwill and acquired intangible assets impairment and amortization expense14610191361,360(9)(47)
Restructuring/other reorganization expenses3925361456(11)(31)
Total expenses8658358313044
Income before income tax expense174313827(139)(44)(514)(62)
Income tax expense4385182(42)(49)(97)(53)
Net income$131$228$645$(97)(43)%$(417)(65)%
Basic earnings per common share$1.20$1.87$4.54$(.67)(36)%$(2.67)(59)%
Diluted earnings per common share$1.18$1.85$4.49$(.67)(36)%$(2.64)(59)%
Dividends per common share$.64$.64$.64$%$%

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GAAP Comparison of 2024 Results with 2023

For the year ended December 31, 2024, net income was $131 million, or $1.18 diluted earnings per common share, compared with net income of $228 million, or $1.85 diluted earnings per common share, for the year-ago period.

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


Net interest income decreased by $326 million primarily as a result of the paydown of the FFELP and Private Education Loan portfolios. In particular, the FFELP Loan portfolio experienced a $2.3 billion increase in prepayments ($5.4 billion in 2024 compared with $3.1 billion in 2023), primarily as a result of the Department of Education’s proposed debt relief regulations. The current period’s increase in prepayments resulted in the write-off of an additional $27 million of loan premium compared to 2023. Additionally, the year-ago period had a $48 million benefit related to a decrease in the speed of loan premium amortization in connection with the continued extension of a portion of the FFELP Loan portfolio. These two items resulted in premium amortization being $75 million higher in 2024 compared to 2023. There was also a decrease in net interest income due to the maturity of Floor Income hedges related to the FFELP Loan portfolio as well as the impact of increasing interest rates on the different index resets for the FFELP Loan assets and debt. These decreases were partially offset by a $51 million increase in mark-to-market gains on fair value hedges recorded in interest expense.


Provisions for loan losses decreased $10 million, from $123 million to $113 million:

o
The provision for FFELP Loan losses decreased $55 million from $56 million to $1 million.

o
The provision for Private Education Loan losses increased $45 million from $67 million to $112 million.

The provision for FFELP Loan losses of $1 million in the current period was primarily the result of an increase in delinquency balances partially offset by elevated prepayment activity over the prior year. The provision of $56 million in the year-ago period was primarily a result of the continued extension of the FFELP Loan portfolio and the resulting increase in both the expected future defaults and the premium allocated to all expected future defaults.

The provision for Private Education Loan losses of $112 million in the current period included $39 million related to lowering the expected recovery rate on defaulted loans, $32 million in connection with loan originations and $41 million related to a general reserve build (primarily as a result of an increase in delinquency balances). The provision of $67 million in the year-ago period included $(67) million in connection with the adoption of Accounting Standards Update (ASU) No. 2022-02, "Financial Instruments – Credit Losses: Troubled Debt Restructurings and Vintage Disclosures," $25 million in connection with loan originations, $35 million related to internal policy changes made to reflect changing regulatory expectations related to school misconduct discharges on certain populations of private loans, $29 million related to lowering the expected recovery rate on defaulted loans, $23 million in connection with the resolution of certain private legacy loans in bankruptcy and $22 million related to a general reserve build.


Asset recovery and business processing revenue decreased $50 million primarily as a result of the sale of our healthcare services business in the third quarter ($33 million of the decrease), as well as a decrease in our government services revenue primarily related to congressional funding not being approved to continue performing services under a particular contract.


The $191 million net gain on sale of subsidiaries in the current period was a result of the $219 million gain on sale of our healthcare services business in the third quarter and the $28 million loss in the fourth quarter as a result of our government services subsidiaries meeting the criteria to be classified as held for sale, resulting in the basis of the government services subsidiaries being written down to the lower of their carrying value or their estimated fair value less cost to sell, which amount was equal to the estimated sales price. In February 2025, Navient completed the sale of its government services businesses for net consideration of $44 million.


Losses on debt repurchases decreased $8 million. We repurchased $850 million of debt at an $8 million loss in 2023. There were no debt repurchases in the current period.


Net gains on derivative and hedging activities increased $59 million primarily due to interest rate fluctuations. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.


Operating expenses decreased $120 million primarily due to a $57 million decrease in the business processing segment expenses primarily as a result of the sale of our healthcare services business in the third quarter ($33 million of the decrease) and the government services contract discussed above. In addition, there was a $37 million decrease in regulatory costs primarily related to CFPB matters, as well as lower in-school loan marketing spend as a result of improved marketing efficiencies.

16


Goodwill and acquired intangible asset impairment and amortization expense increased by $136 million as a result of a $138 million impairment recognized in the third quarter related to our government services business. The impairment was recognized primarily as a result of being informed in September 2024 that a contract that represents a significant portion of Government Services net income would not be renewed in 2025. In addition, a federal program which is a significant part of a Government Services contract had remained unfunded during the third quarter of 2024 and continued to remain unfunded through year end. There has been increased uncertainty as to when or if there will be congressional approval to fund this program which would result in the resumption of services provided by Government Services under this contract.


Restructuring and other reorganization expenses increased $14 million primarily due to an increase in severance-related costs. The current period’s restructuring and other reorganization expenses of $39 million included $29 million of severance-related costs in connection with the various strategic initiatives being implemented to simplify the company, reduce our expense base and enhance our flexibility.

We repurchased 11.5 million and 18.0 million shares of our common stock during 2024 and 2023, respectively. As a result of repurchases, our average outstanding diluted shares decreased by 12 million common shares (or 10%) from the year-ago period.

17

Segment Results

Federal Education Loans Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2024202320222024 vs. 20232023 vs. 2022
Interest income:
FFELP Loans$2,397$2,901$1,955(17)%48%
Cash and investments88763216138
Total interest income2,4852,9771,987(17)50
Total interest expense2,3232,4971,468(7)70
Net interest income162480519(66)(8)
Less: provision for loan losses156(98)100
Net interest income after provision for loan losses161424519(62)(18)
Other income (loss):
Servicing revenue445265(15)(20)
Asset recovery and business processing revenue6(100)
Other revenue51431(64)(55)
Total other income4966102(26)(35)
Direct operating expenses74721063(32)
Income before income tax expense136418515(67)(19)
Income tax expense3199108(69)(8)
Net income$105$319$407(67)%(22)%

Highlights of 2024 vs. 2023


Net income was $105 million compared to $319 million.


Net interest income decreased $318 million primarily due to the paydown of the portfolio which included an increase in prepayments from $3.1 billion in 2023 to $5.4 billion in 2024. The current period’s increase in prepayments resulted in the write-off of an additional $27 million of loan premium compared to 2023. Additionally, the year-ago period had a $48 million benefit related to a decrease in the speed of loan premium amortization in connection with the continued extension of a portion of the FFELP Loan portfolio. These two items resulted in premium amortization being $75 million higher in 2024 compared to 2023. The decrease in net interest income was also due to the maturity of Floor Income hedges as well as the impact of increasing interest rates on the different index resets for the segment's assets and debt.


Provision for loan losses decreased $55 million. The $1 million of provision for loan losses in 2024 was primarily the result of an increase in delinquency balances partially offset by elevated prepayment activity over the prior year. The $56 million of provision in 2023 was primarily a result of the continued extension of the portfolio and the resulting increase in both the expected future defaults and the premium allocated to all expected future defaults.

o
Net charge-offs were $36 million compared to $63 million.

o
Delinquencies greater than 90 days were $2.2 billion compared to $2.3 billion.

o
Forbearances were $4.4 billion compared to $6.1 billion.


Other income decreased $17 million primarily as a result of lower late fees and third-party servicing fees.


Expenses were $2 million higher primarily as a result of a $6 million increase in connection with transitioning the servicing of our portfolio to a third party on July 1, 2024. Overall, for consolidated Navient (across the Federal Education Loans, Consumer Lending and Other segments), there was a $2 million increase in costs (net of transition services revenue earned) in the current year related to this transition, as expected. Over the remaining life of the portfolio, we expect a significant overall cost savings to be realized. This increase in servicing expense was partially offset by the decline in the size of the portfolio.

18

Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202420232022
Segment net interest margin.45%1.12%1.01%
FFELP Loans:
FFELP Loan spread.56%1.23%1.11%
Provision for loan losses$1$56$
Net charge-offs$36$63$40
Net charge-off rate.13%.19%.10%
Greater than 30-days delinquency rate18.6%13.9%15.6%
Greater than 90-days delinquency rate8.7%7.5%9.6%
Forbearance rate14.7%16.8%18.1%
Average FFELP Loans$33,946$41,191$49,183
Ending FFELP Loans, net$30,852$37,925$43,525

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202420232022
FFELP Loan yield6.83%6.59%3.55%
Floor Income.23.45.42
FFELP Loan net yield7.067.043.97
FFELP Loan cost of funds(6.50)(5.81)(2.86)
FFELP Loan spread.561.231.11
Other interest-earning asset spread impact(.11)(.11)(.10)
Net interest margin(1).45%1.12%1.01%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202420232022
FFELP Loans$33,946$41,191$49,183
Other interest-earning assets1,7421,6732,110
Total FFELP Loan interest-earning assets$35,688$42,864$51,293

The 67 basis point decrease in the net interest margin is primarily due to a decrease in net interest income due to the maturity of Floor Income hedges related to the portfolio and the impact of increasing interest rates on the different index resets for the segment’s assets and debt (35 basis points in total). The current period's increase in prepayments resulted in the write-off of an additional $27 million of loan premium (8 basis points) compared to 2023. In addition, the prior year had a $48 million benefit (13 basis points) related to a decrease in the speed of loan premium amortization in connection with the continued extension of a portion of the portfolio.

As of December 31, 2024, our FFELP Loan portfolio totaled $30.9 billion, comprised of $11.1 billion of FFELP Stafford Loans and $19.8 billion of FFELP Consolidation Loans. The weighted-average life of these portfolios as of December 31, 2024 was 8 years and 7 years, respectively, assuming a Constant Prepayment Rate (CPR) of 7% and 5%, respectively.

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 December 31, 2024 and 2023, based on interest rates as of those dates.

(Dollars in billions)December 31, 2024December 31, 2023
Education loans eligible to earn Floor Income$30.7$37.7
Less: post-March 31, 2006 disbursed loans required to rebate Floor Income(14.7)(17.9)
Less: economically hedged Floor Income(.8)(3.2)
Education loans eligible to earn Floor Income after rebates and economically hedged$15.2$16.6
Education loans earning Floor Income$5.0$1.1

19

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 January 1, 2025 to December 31, 2028.

(Dollars in billions)2025202620272028
Average balance of FFELP Consolidation Loans whose Floor Income is economically hedged$.7$.6$.3$.2

Other Income

Other income decreased $17 million primarily as a result of lower late fees and third-party servicing fees.

Operating Expenses

Operating expenses for the Federal Education Loans segment primarily include costs incurred to perform servicing on our FFELP Loan portfolio and federal education loans held by other institutions. Expenses were $2 million higher primarily as a result of a $6 million increase in connection with transitioning the servicing of our portfolio to a third party on July 1, 2024. Overall for consolidated Navient (across the Federal Education Loan, Consumer Lending and Other segments), there was a $2 million increase in costs (net of transition services revenue earned) in 2024 related to this transition, as expected. Over the remaining life of the portfolio, we expect a significant overall cost savings to be realized. This increase in servicing expense was partially offset by the decline in the size of the portfolio.

Various Federal Loan Forgiveness Plans

The Biden-Harris administration proposed or introduced several student loan forgiveness and repayment programs and processes, including a plan to provide up to $20,000 in one-time debt relief to qualified borrowers with ED-held student loans (SDR Plan), as well as a new repayment plan called Saving on a Valuable Education (SAVE Plan).

A number of states and private organizations initiated legal challenges to the SDR Plan and the SAVE Plan. On June 30, 2023, the Supreme Court ruled that ED was prohibited from implementing the SDR Plan, and student loan payments on ED-held loans resumed in October 2023. After the invalidation of the SDR Plan, ED introduced the SAVE Plan in addition to various other debt relief and repayment programs and processes. These programs were primarily directed at borrowers with loans held by ED. Eligible FFELP borrowers could access these programs by consolidating their loans into the Direct Loan Program. The SAVE Plan and other forgiveness or repayment programs face legal challenges, and have not been fully implemented to date.

The introduction of these various programs under the Biden-Harris administration triggered increased consolidation activity in 2024 as FFELP borrowers consolidated their loans into the Direct Loan Program in order to be eligible for these programs. Although consolidation activity had decreased significantly from $5.1 billion during the first three quarters of 2024 to $300 million in the fourth quarter of 2024, increased consolidation activity may continue as uncertainty over the direction of the federal student lending program remains. Moreover, to the extent any of these programs survive legal challenges, or if new debt relief or repayment programs are introduced in the future, consolidation activity could accelerate. This consolidation activity could have a material impact on the Company’s results.

20

Consumer Lending Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2024202320222024 vs. 20232023 vs. 2022
Interest income:
Private Education Loans$1,259$1,369$1,195(8)%15%
Cash and investments252710(7)170
Interest income1,2841,3961,205(8)16
Interest expense786816611(4)34
Net interest income498580594(14)(2)
Less: provision for loan losses112677967(15)
Net interest income after provision for loan losses386513515(25)
Other income (loss):
Servicing revenue101212(17)
Other revenue121(50)100
Total other income111413(21)8
Direct operating expenses143151148(5)2
Income before income tax expense254376380(32)(1)
Income tax expense588980(35)11
Net income$196$287$300(32)%(4)%

Highlights of 2024 vs. 2023


Originated $1.4 billion of Private Education Loans compared to $971 million, up 44%.

o
Refinance Loan originations were $1.0 billion compared to $647 million.

o
In-school loan originations were $366 million compared to $324 million.


Net income was $196 million compared to $287 million.


Net interest income decreased $82 million primarily due to the paydown of the loan portfolio.


Provision for loan losses increased $45 million. The provision for loan losses of $112 million in 2024 included $39 million related to lowering the expected recovery rate on defaulted loans, $32 million in connection with loan originations and $41 million related to a general reserve build (primarily as a result of an increase in delinquency balances). The provision for loan losses of $67 million in 2023 included $(67) million in connection with the adoption of ASU No. 2022-02, $25 million in connection with loan originations, $35 million related to internal policy changes made to reflect changing regulatory expectations related to school misconduct discharges on certain populations of private loans, $29 million related to lowering the expected recovery rate on defaulted loans, $23 million in connection with the resolution of certain private legacy loans in bankruptcy and $22 million related to a general reserve build.

o
Excluding the $23 million and $25 million, respectively, related to the change in the net charge-off rate on defaulted loans, net charge-offs were $312 million compared with $273 million.

o
Private Education Loan delinquencies greater than 90 days: $419 million, up $39 million from $380 million.

o
Private Education Loan forbearances: $422 million, up $59 million from $363 million.


Expenses decreased $8 million primarily due to lower in-school marketing spend as a result of improved marketing efficiencies.

21

Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202420232022
Segment net interest margin2.87%3.04%2.81%
Private Education Loans (including Refinance Loans):
Private Education Loan spread2.99%3.18%2.95%
Provision for loan losses$112$67$79
Net charge-offs(1)$312$273$313
Net charge-off rate(1)1.94%1.54%1.59%
Greater than 30-days delinquency rate6.1%5.1%5.0%
Greater than 90-days delinquency rate2.7%2.3%2.2%
Forbearance rate2.7%2.1%2.1%
Average Private Education Loans$16,809$18,463$20,524
Ending Private Education Loans, net$15,716$16,902$18,725
Private Education Refinance Loans:
Net charge-offs$49$32$20
Greater than 90-day delinquency rate.7%.4%.2%
Average balance of Private Education Refinance Loans$8,623$9,206$9,984
Ending balance of Private Education Refinance Loans$8,341$8,752$9,516
Private Education Refinance Loan originations$1,034$647$1,680

(1)
Excludes $23 million, $25 million and $30 million of charge-offs on the expected future recoveries of previously fully charged-off loans in 2024, 2023 and 2022, respectively, as a result of increasing the net charge-off rate on defaulted loans.

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202420232022
Private Education Loan yield7.49%7.42%5.82%
Private Education Loan cost of funds(4.50)(4.24)(2.87)
Private Education Loan spread2.993.182.95
Other interest-earning asset spread impact(.12)(.14)(.14)
Net interest margin(1)2.87%3.04%2.81%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202420232022
Private Education Loans$16,809$18,463$20,524
Other interest-earning assets519593644
Total Private Education Loan interest-earning assets$17,328$19,056$21,168

As of December 31, 2024, our Private Education Loan portfolio totaled $15.7 billion, comprised of $8.3 billion of refinance loans and $7.4 billion of non-refinance loans. The weighted-average life of these portfolios as of December 31, 2024 was 5 years and 5 years, respectively, assuming a Constant Prepayment Rate (CPR) of 10% and 10%, respectively.

Provision for Loan Losses

The provision for Private Education Loan losses increased $45 million. The provision for loan losses of $112 million in 2024 included $39 million related to lowering the expected recovery rate on defaulted loans, $32 million in connection with loan originations and $41 million related to a general reserve build (primarily as a result of an increase in delinquency balances). The provision for loan losses of $67 million in 2023 included $(67) million in connection with the adoption of ASU No. 2022-02, $25 million in connection with loan originations, $35 million related to internal policy changes made to reflect changing regulatory expectations related to school misconduct discharges on certain populations of private loans, $29 million related to lowering the expected recovery rate on defaulted loans, $23 million in connection with the resolution of certain private legacy loans in bankruptcy and $22 million related to a general reserve build.

22

Operating Expenses

Operating expenses for our consumer lending segment include costs to originate, acquire, service and collect on our consumer loan portfolio. Operating expenses decreased $8 million primarily due to lower in-school marketing spend as a result of improved marketing efficiencies.

Business Processing Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2024202320222024 vs. 20232023 vs. 2022
Other income (loss):
Business processing revenue$271$321$330(16)%(3)%
Gain on sale of subsidiaries, net191100
Total other income46232133044(3)
Direct operating expenses228285280(20)2
Income before income tax expense2343650550(28)
Income tax expense54810575(20)
Net income$180$28$40543%(30)%

Highlights of 2024 vs. 2023


Net income was $180 million compared to $28 million.


Fee revenue was $271 million, $50 million lower primarily due to the sale of our healthcare services business in the third quarter ($33 million of the decrease) as well as a decrease in our government services revenue primarily related to congressional funding not being approved to continue performing services under a particular contract.


The $191 million net gain on sale of subsidiaries in the current period was a result of the $219 million gain on sale of our healthcare services business in the third quarter and the $28 million loss in the fourth quarter as a result of our government services subsidiaries meeting the criteria to be classified as held for sale, resulting in the basis of the government services subsidiaries being written down to the lower of their carrying value or their estimated fair value less cost to sell, which amount was equal to the estimated sales price. In February 2025, Navient completed the sale of its government services businesses for net consideration of $44 million.


Expenses decreased $57 million primarily as a result of the sale of our healthcare services business in the third quarter ($33 million of the decrease) and the government services contract discussed above.


EBITDA(1) was $237 million, up $198 million, primarily as a result of the net gain on the sale of subsidiaries.


EBITDA margin was 51%, up from 12%, primarily as a result of the net gain on the sale of subsidiaries.

Key performance metrics are as follows:

As of December 31,
(Dollars in millions)202420232022
Revenue from government services$183$200$187
Revenue from healthcare services88121143
Total fee revenue271321330
Gain on sale of subsidiaries, net191
Total revenue$462$321$330
EBITDA(1)$237$39$53
EBITDA margin(1)51%12%16%

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

23

Other Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2024202320222024 vs. 20232023 vs. 2022
Net interest loss after provision for loan losses$(87)$(114)$(87)(24)%31%
Other income (loss):
Other revenue245380100
Losses on debt repurchases(8)(100)100
Total other income (loss)24(3)900(100)
Expenses:
Unallocated shared services operating expenses:
Unallocated information technology costs8480855(6)
Unallocated corporate costs151212157(29)35
Total unallocated shared services operating expenses235292242(20)21
Restructuring/other reorganization expenses39253656(31)
Total expenses274317278(14)14
Loss before income tax benefit(337)(434)(365)(22)19
Income tax benefit(77)(103)(76)(25)36
Net loss$(260)$(331)$(289)(21)%15%

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. The amount of the net interest loss is primarily a result of the size of the liquidity portfolio as well as the cost of funds of the debt funding the corporate liquidity portfolio.

Unallocated Shared Services Expenses

Unallocated shared services operating expenses are costs primarily related to information technology costs related to infrastructure and operations, stock-based compensation expense, accounting, finance, legal, compliance and risk management, regulatory-related expenses, human resources, certain executive management and the Board of Directors. Regulatory-related expenses include actual settlement amounts as well as third-party professional fees we incur in connection with such regulatory matters and are presented net of any insurance reimbursements for covered costs related to such matters. Expenses decreased $43 million from 2023, primarily as a result of a $37 million decrease in regulatory-related expenses. Regulatory-related expenses were $43 million and $80 million in 2024 and 2023, respectively, with 2024 and 2023 including contingency loss accruals of $51 million and $73 million, respectively, related to the $120 million settlement agreement entered into with the CFPB in September 2024. The remaining $6 million decrease in expenses primarily relates to cost reduction efforts in connection with the various strategic initiatives being implemented to simplify the Company, reduce our expense base and enhance our flexibility.

See “Note 12 — Commitments, Contingencies and Guarantees” for a discussion of legal and regulatory matters where it is reasonably possible that a loss contingency exists. The Company is unable to anticipate the timing of a resolution or the impact that certain matters 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 certain 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.

Restructuring/Other Reorganization Expenses

These expenses increased $14 million. In 2024, restructuring and other reorganization expenses of $39 million included $29 million of severance-related costs in connection with the various strategic initiatives being implemented to simplify the Company, reduce our expense base and enhance our flexibility.

24

Financial Condition

This section provides information regarding the balances, activity and credit performance metrics of our education loan portfolio.

Summary of our Education Loan Portfolio

Ending Education Loan Balances, net

December 31, 2024
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$9$$9$95$104
Grace, repayment and other(2)11,23319,79031,02316,06247,085
Total11,24219,79031,03216,15747,189
Allowance for loan losses(139)(41)(180)(441)(621)
Total education loan portfolio$11,103$19,749$30,852$15,716$46,568
% of total FFELP36%64%100%
% of total24%42%66%34%100%
December 31, 2023
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$12$$12$70$82
Grace, repayment and other(2)13,70824,42038,12817,44955,577
Total13,72024,42038,14017,51955,659
Allowance for loan losses(156)(59)(215)(617)(832)
Total education loan portfolio$13,564$24,361$37,925$16,902$54,827
% of total FFELP36%64%100%
% of total25%44%69%31%100%
December 31, 2022
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$16$$16$54$70
Grace, repayment and other(2)15,83427,89743,73119,47163,202
Total15,85027,89743,74719,52563,272
Allowance for loan losses(159)(63)(222)(800)(1,022)
Total education loan portfolio$15,691$27,834$43,525$18,725$62,250
% of total FFELP36%64%100%
% of total25%45%70%30%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.

25

Education Loan Activity

Year Ended December 31, 2024
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$13,564$24,361$37,925$16,902$54,827
Acquisitions (originations and purchases)(1)1,3871,387
Capitalized interest and premium/discount amortization5075071,0141911,205
Refinancings and consolidations to third parties(1,583)(3,146)(4,729)(219)(4,948)
Repayments and other(1,385)(1,973)(3,358)(2,545)(5,903)
Ending balance$11,103$19,749$30,852$15,716$46,568
Year Ended December 31, 2023
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$15,691$27,834$43,525$18,725$62,250
Acquisitions (originations and purchases)(1)970970
Capitalized interest and premium/discount amortization5776161,1931841,377
Refinancings and consolidations to third parties(859)(1,811)(2,670)(239)(2,909)
Repayments and other(1,845)(2,278)(4,123)(2,738)(6,861)
Ending balance$13,564$24,361$37,925$16,902$54,827
Year Ended December 31, 2022
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$18,219$34,422$52,641$20,171$72,812
Acquisitions (originations and purchases)(1)1122,0492,051
Capitalized interest and premium/discount amortization6417311,3722081,580
Refinancings and consolidations to third parties(1,851)(4,709)(6,560)(452)(7,012)
Repayments and other(1,319)(2,611)(3,930)(3,251)(7,181)
Ending balance$15,691$27,834$43,525$18,725$62,250

(1)
Includes the origination of $201 million, $176 million and $390 million of Private Education Refinance Loans in 2024, 2023 and 2022, respectively, that refinanced FFELP and Private Education Loans that were on our balance sheet.

26

FFELP Loan Portfolio Performance

December 31,
202420232022
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$1,262$1,557$1,772
Loans in forbearance(2)4,3656,1477,603
Loans in repayment and percentage of each status:
Loans current20,67581.4%26,20486.1%29,00484.4%
Loans delinquent 31-60 days(3)1,4795.81,1933.91,2473.6
Loans delinquent 61-90 days(3)1,0434.17462.58332.4
Loans delinquent greater than 90 days(3)2,2088.72,2937.53,2889.6
Total FFELP Loans in repayment25,405100%30,436100%34,372100%
Total FFELP Loans31,03238,14043,747
FFELP Loan allowance for losses(180)(215)(222)
FFELP Loans, net$30,852$37,925$43,525
Percentage of FFELP Loans in repayment81.9%79.8%78.6%
Delinquencies as a percentage of FFELP Loans in repayment18.6%13.9%15.6%
FFELP Loans in forbearance as a percentage of loans in repayment and forbearance14.7%16.8%18.1%

(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 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.

Private Education Loan Portfolio Performance

December 31,
202420232022
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$372$360$354
Loans in forbearance(2)422363401
Loans in repayment and percentage of each status:
Loans current14,41993.9%15,93594.9%17,83895.0%
Loans delinquent 31-60 days(3)3192.13081.83351.8
Loans delinquent 61-90 days(3)2061.31731.01861.0
Loans delinquent greater than 90 days(3)4192.73802.34112.2
Total Private Education Loans in repayment15,363100%16,796100%18,770100%
Total Private Education Loans16,15717,51919,525
Private Education Loan allowance for losses(441)(617)(800)
Private Education Loans, net$15,716$16,902$18,725
Percentage of Private Education Loans in repayment95.1%95.9%96.1%
Delinquencies as a percentage of Private Education Loans in repayment6.1%5.1%5.0%
Loans in forbearance as a percentage of loans in repayment and forbearance2.7%2.1%2.1%
Percentage of Private Education Loans with a cosigner(4)32%33%33%

(1)
Loans for customers who are attending school or are in other permitted educational activities and are not yet required to make payments on their loans, e.g., internship periods, as well as loans for customers who have requested and qualify for other permitted program deferments such as various military eligible deferments.

(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 66%, 65% and 65% for 2024, 2023 and 2022, respectively.

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Allowance for Loan Losses

Year Ended December 31, 2024
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$215$617$832
Total provision1112113
Charge-offs:
Gross charge-offs(36)(355)(391)
Expected future recoveries on current period gross charge-offs4343
Total(1)(2)(36)(312)(348)
Adjustment resulting from the change in charge-off rate(3)(23)(23)
Net charge-offs(36)(335)(371)
Decrease in expected future recoveries on previously fully charged-off loans(4)4747
Allowance at end of period (GAAP)180441621
Plus: expected future recoveries on previously fully charged-off loans(4)179179
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(5)$180$620$800
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in charge-off rate(3).13%1.94%
Net adjustment resulting from the change in charge -off rate as a percentage of average loans in repayment(3)%.14%
Net charge-offs as a percentage of average loans in repayment.13%2.08%
Allowance coverage of charge-offs(5)5.01.8(Non-GAAP)
Allowance as a percentage of the ending total loan balance(5).6%3.8%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(5).7%4.1%(Non-GAAP)
Ending total loans$31,032$16,157
Average loans in repayment$27,190$16,078
Ending loans in repayment$25,405$15,363

(1)
$28 million of first-quarter 2024 Private Education Loan net charge-offs was in connection with the resolution of certain private legacy loans in bankruptcy. This was previously reserved for in 2023.

(2)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(3)
Related to increasing the net charge-off rate on defaulted Private Education Loans and the resulting reduction in the balance of expected future recoveries on previously fully charged-off loans.

(4)
At the end of each month, for Private Education Loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as "expected future recoveries on previously fully charged-off loans." If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2024
Beginning of period expected future recoveries on previously fully charged-off loans$226
Expected future recoveries of current period defaults43
Recoveries (cash collected)(41)
Charge-offs (as a result of lower recovery expectations)(49)
End of period expected future recoveries on previously fully charged-off loans$179
Change in balance during period$(47)

(5)
The allowance used for these metrics excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in the portfolio.

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Year Ended December 31, 2023
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$222$800$1,022
Total provision5667123
Charge-offs:
Gross charge-offs(63)(320)(383)
Expected future recoveries on current period gross charge-offs4747
Total(1)(63)(273)(336)
Adjustment resulting from the change in charge-off rate(2)(25)(25)
Net charge-offs(63)(298)(361)
Decrease in expected future recoveries on previously fully charged-off loans(3)4848
Allowance at end of period (GAAP)215617832
Plus: expected future recoveries on previously fully charged-off loans(3)226226
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(4)$215$843$1,058
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in charge-off rate(2).19%1.54%
Net adjustment resulting from the change in charge -off rate as a percentage of average loans in repayment(2)%.14%
Net charge-offs as a percentage of average loans in repayment.19%1.68%
Allowance coverage of charge-offs(4)3.42.8(Non-GAAP)
Allowance as a percentage of the ending total loan balance(4).6%4.8%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(4).7%5.0%(Non-GAAP)
Ending total loans$38,140$17,519
Average loans in repayment$33,047$17,749
Ending loans in repayment$30,436$16,796

(1)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2)
Related to increasing the net charge-off rate on defaulted Private Education Loans and the resulting reduction in the balance of expected future recoveries on previously fully charged-off loans.

(3)
At the end of each month, for Private Education Loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as "expected future recoveries on previously fully charged-off loans." If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2023
Beginning of period expected future recoveries on previously fully charged-off loans$274
Expected future recoveries of current period defaults47
Recoveries (cash collected)(46)
Charge-offs (as a result of lower recovery expectations)(49)
End of period expected future recoveries on previously fully charged-off loans$226
Change in balance during period$(48)

(4)
The allowance used for these metrics excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in the portfolio.

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Year Ended December 31, 2022
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$262$1,009$1,271
Total provision7979
Charge-offs:
Gross charge-offs(40)(370)(410)
Expected future recoveries on current period gross charge-offs5757
Total(1)(40)(313)(353)
Adjustment resulting from the change in charge-off rate(2)(30)(30)
Net charge-offs(40)(343)(383)
Decrease in expected future recoveries on previously fully charged-off loans(3)5555
Allowance at end of period (GAAP)2228001,022
Plus: expected future recoveries on previously fully charged-off loans(3)274274
Allowance at end of period excluding expected future recoveries on previously fully charged -off loans (Non-GAAP Financial Measure)(4)$222$1,074$1,296
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in charge-off rate(2).10%1.59%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(2)%.15%
Net charge-offs as a percentage of average loans in repayment.10%1.74%
Allowance coverage of charge-offs(4)5.53.1(Non-GAAP)
Allowance as a percentage of the ending total loan balance(4).5%5.5%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(4).6%5.7%(Non-GAAP)
Ending total loans$43,747$19,525
Average loans in repayment$40,332$19,796
Ending loans in repayment$34,372$18,770

(1)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2)
Related to increasing the net charge-off rate on defaulted Private Education Loans and the resulting reduction in the balance of expected future recoveries on previously fully charged-off loans.

(3)
At the end of each month, for Private Education Loans that are 212 days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2022
Beginning of period expected future recoveries on previously fully charged-off loans$329
Expected future recoveries of current period defaults57
Recoveries (cash collected)(56)
Charge-offs (as a result of lower recovery expectations)(56)
End of period expected future recoveries on previously fully charged-off loans$274
Change in balance during period$(55)

(4)
The allowance used for these metrics excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in the portfolio.

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Liquidity and Capital Resources

Funding and Liquidity Risk Management

The following “Liquidity and Capital Resources” discussion concentrates primarily on our Federal Education Loans and Consumer Lending segments. Our Business Processing segment requires minimal liquidity 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 portfolios, acquisitions of companies, the payment of common stock dividends and the repurchase of our common stock. To achieve these objectives, we analyze and monitor our liquidity needs and maintain excess liquidity and access to 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.

Credit ratings and outlooks are opinions subject to ongoing review by the rating 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 rating 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 totaling $5.4 billion at December 31, 2024. 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 $0.6 billion of senior unsecured notes that mature in the short term (i.e., over the next 12 months) and the remaining $4.8 billion of senior unsecured notes that mature in the long term (from 2026 to 2043 with 79% maturing by 2031), through a number of sources. These sources include our cash on hand, unencumbered FFELP Loan and Private Education Refinance Loan portfolios (see “Sources of Primary Liquidity” below), the predictable operating cash flows provided by operating activities, 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 asset-backed commercial paper (ABCP) facilities, issue term ABS, enter into additional Private Education Loan and FFELP Loan ABS repurchase facilities, or issue additional unsecured debt.

We originate Private Education Loans (a portion of which is obtained through a forward purchase agreement). We also have purchased and may purchase, in future periods, Private Education Loan portfolios from third parties. Those originations and purchases are part of our ongoing liquidity needs. We repurchased 11.5 million shares of common stock for $179 million in 2024 and have $111 million of unused share repurchase authority as of December 31, 2024.

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Sources of Primary Liquidity

Ending BalancesAverage Balances
December 31,Years Ended December 31,
(Dollars in millions)20242023202420232022
Unrestricted cash$722$839$937$1,024$1,157
Unencumbered FFELP Loans2329219089167
Unencumbered Private Education Refinance Loans242236331105235
Total$1,196$1,167$1,458$1,218$1,559

Sources of Additional Liquidity

Liquidity may also be available under our secured credit facilities. Maximum borrowing capacity under the FFELP Loan and Private Education Loan ABCP 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 loans. The following tables detail the additional borrowing capacity of these facilities with maturity dates ranging from June 2025 to April 2026.

Maximum Additional Capacity
December 31,
(Dollars in millions)202420232022
Ending Balances:
FFELP Loan ABCP facilities$424$408$101
Private Education Loan ABCP facilities1,4901,7191,248
Total$1,914$2,127$1,349
Average Maximum Additional Capacity
Years Ended December 31,
(Dollars in millions)202420232022
Average Balances:
FFELP Loan ABCP facilities$415$103$275
Private Education Loan ABCP facilities1,7771,7561,998
Total$2,192$1,859$2,273

At December 31, 2024, we had a total of $2.9 billion of unencumbered tangible assets inclusive of those listed in the table above as sources of primary liquidity. Total unencumbered education loans comprised $1.3 billion of our unencumbered tangible assets of which $1.1 billion and $232 million related to Private Education Loans and FFELP Loans, respectively. In addition, as of December 31, 2024, we had $4.8 billion of encumbered net assets (i.e., overcollateralization) in our various financing facilities (consolidated variable interest entities). We enter into repurchase facilities at times to borrow against the encumbered net assets of these financing vehicles. As of December 31, 2024, $0.8 billion of repurchase facility borrowings were outstanding.

The following table reconciles encumbered and unencumbered assets and their net impact on total Tangible Equity.

(Dollars in billions)December 31, 2024December 31, 2023
Net assets of consolidated variable interest entities (encumbered assets) — FFELP Loans$2.8$3.4
Net assets of consolidated variable interest entities (encumbered assets) — Private Education Loans2.02.1
Tangible unencumbered assets(1)2.93.0
Senior unsecured debt(5.4)(5.9)
Mark-to-market on unsecured hedged debt(2).2.2
Other liabilities, net(.3)(.7)
Total Tangible Equity(3)$2.2$2.1

(1)
Excludes goodwill and acquired intangible assets.

(2)
At December 31, 2024 and 2023, there were $(181) million and $(181) million, respectively, of net gains (losses) on derivatives hedging this debt in unencumbered assets, which partially offset these gains (losses).

(3)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Borrowings

Ending Balances

December 31, 2024December 31, 2023December 31, 2022
(Dollars in millions)Short TermLong TermTotalShort TermLong TermTotalShort TermLong TermTotal
Unsecured borrowings:
Senior unsecured debt$553$4,806$5,359$506$5,351$5,857$1,301$5,711$7,012
Total unsecured borrowings5534,8065,3595065,3515,8571,3015,7117,012
Secured borrowings:
FFELP Loan securitizations4128,26828,3095935,62635,6857642,67542,751
Private Education Loan securitizations63110,33810,96943511,75412,18972512,74413,469
FFELP Loan ABCP facilities1,586741,6601,854891,9439233861,309
Private Education Loan ABCP facilities2,2742,2741,2868212,1072,7342,734
Other5440949539134121121
Total secured borrowings4,58638,72043,3063,72948,32952,0584,57955,80560,384
Core Earnings basis borrowings(1)5,13943,52648,6654,23553,68057,9155,88061,51667,396
Adjustment for GAAP accounting treatment(5)(342)(347)(9)(278)(287)(10)(490)(500)
GAAP basis borrowings$5,134$43,184$48,318$4,226$53,402$57,628$5,870$61,026$66,896

Average Balances

Years Ended December 31,
202420232022
(Dollars in millions)Average BalanceAverage RateAverage BalanceAverage RateAverage BalanceAverage Rate
Unsecured borrowings:
Senior unsecured debt$5,7659.11%$6,3638.74%$7,0105.66%
Total unsecured borrowings5,7659.116,3638.747,0105.66
Secured borrowings:
FFELP Loan securitizations31,7106.3738,6525.6847,5282.72
Private Education Loan securitizations11,6923.6812,8003.4514,2522.63
FFELP Loan ABCP facilities1,7166.791,7736.409883.27
Private Education Loan ABCP facilities2,0307.262,4486.872,5193.39
Other1081061.911711.68
Total secured borrowings47,2565.7455,7795.2465,4582.73
Core Earnings basis borrowings(1)53,0216.1062,1425.6072,4683.02
Adjustment for GAAP accounting treatment.07.12(.12)
GAAP basis borrowings$53,0216.17%$62,1425.72%$72,4682.90%

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.” The differences in derivative accounting give rise to the difference above.

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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 generally accepted accounting principles in the United States of America (GAAP). “Note 2 — Significant Accounting Policies” includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult, subjective or complex judgments and are often about matters that are inherently uncertain. Critical accounting estimates involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of our operations. Our critical accounting policies and estimates are the allowance for loan losses, goodwill impairment assessment, and loan premium and discount amortization.

Allowance for Loan Losses

We measure and recognize an allowance for loan losses that estimates the remaining current expected credit losses (CECL) for financial assets measured at amortized cost held at the reporting date. We have determined that, for modeling current expected credit losses, in general, we can reasonably estimate expected losses that incorporate current and forecasted economic conditions over a “reasonable and supportable” period. For Private Education Loans, we incorporate a reasonable and supportable forecast of various macro-economic variables over the remaining life of the loans. The development of the reasonable and supportable forecast incorporates an assumption that each macro-economic variable will revert to a long-term expectation starting in years 2-4 of the forecast and largely completing within the first five years of the forecast. For FFELP Loans, after a three-year reasonable and supportable period, there is an immediate reversion to a long-term expectation.

The models used to project losses utilize key credit quality indicators of the loan portfolios and predict how those attributes are expected to perform in connection with the forecasted economic conditions. In connection with this methodology, our modeling of current expected credit losses utilizes historical loan repayment experience since 2008 identifying loan variables (key credit quality indicators) that are significantly predictive of loans that will default and predicts how loans will perform in connection with the forecasted economic conditions.

The key credit quality indicators used by the model for Private Education Loans are credit scores (FICO scores), loan status, loan seasoning, certain types of loan modifications, the existence of a cosigner and school type:


Credit scores are an indicator of the credit risk of a customer and generally the higher the credit score the more likely it is the customer will be able to make all of their contractual payments.


Loan status affects the credit risk because generally a past due loan is more likely to default than an up-to-date loan. Additionally, loans in a deferred payment status have different credit risk profiles compared with those in current payment status.


Of the portfolio in repayment, loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments.


Certain types of loan modifications are those that represent the historical definition of a TDR prior to the implementation of ASU No. 2022-02 on January 1, 2023. Any loan that meets the historical definition of a TDR retains that classification, as a key credit quality indicator used for calculating the allowance for loan losses, for the life of the loan (including loans that met that definition in 2023 and 2024). A TDR is where an economic concession (interest rate modifications, term extensions or forbearance greater than 3 months in the prior 24-month period) has been given to a borrower experiencing financial difficulties. This classification is not intended to reconcile in any way to the new modification disclosures required under ASU No. 2022-02.


The existence of a cosigner generally lowers the likelihood of default, thus lowering the credit risk.


The type of school customers attended can have an impact on their graduation rate and job prospects after graduation and therefore can affect their ability to make payments, which impacts the credit risk.

For FFELP Loans, the key credit quality indicators are loan status and loan type (Stafford, Consolidation and Rehab loans).

We project losses over the contractual term of our loans, including any extension options within the control of the borrower. Further, we make estimates regarding prepayments when determining our expected credit losses which are derived in the same manner discussed above.

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The forecasted economic conditions used in our modeling of expected losses are provided by a third party. The primary economic metrics we use in the economic forecast are unemployment, GDP, interest rates, consumer loan delinquency rates and consumer income. Several forecast scenarios are provided which represent the baseline economic expectations as well as favorable and adverse scenarios. We analyze and evaluate the alternative scenarios for reasonableness and determine the appropriate weighting of these alternative scenarios based upon the current economic conditions and our view of the likelihood and risks of the alternative scenarios.

We use historical customer payment experience to estimate the amount of future recoveries (and the resulting net charge-off rate) on defaulted Private Education Loans. We use judgment in determining whether historical performance is representative of what we expect to collect in the future. The amount of expected future recoveries on defaulted FFELP Loans is based on the contractual government guarantee (which generally limits the maximum loss to 3% of the loan balance).

Once our loss model calculations are performed, we determine if qualitative adjustments are needed for factors not reflected in the quantitative model. These adjustments may include, but are not limited to, changes in lending, servicing and collection policies and practices as well as the effect of other external factors such as the economy and changes in legal or regulatory requirements that impact the amount of future credit losses.

The Private Education Loan provision for loan losses of $112 million in 2024 included $39 million related to lowering the expected recovery rate on defaulted loans, $32 million in connection with loan originations and $41 million related to a general reserve build (primarily as a result of an increase in delinquency balances). The FFELP Loan provision for loan losses of $1 million was primarily the result of an increase in delinquency balances partially offset by elevated prepayment activity over the prior year.

We evaluated and considered several forecasted economic scenarios when determining our allowance for loan losses and provision. We also considered the characteristics of our loan portfolio and its expected behavior in the forecasted economic scenarios. In general, the forecasted economic conditions have remained relatively stable since December 31, 2023 which has been incorporated into our allowance for loan loss as of December 31, 2024. We have seen an increase in the delinquency rates on our portfolio during 2024 and there remains uncertainty as to the ultimate impact to the economy from historically high inflation during the preceding years and the significant increase in interest rates that began in 2022 and remain at the end of 2024. There is also uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits that previously occurred. These conclusions and adjustments were based on an evaluation of current and forecasted economic conditions. If future economic conditions are significantly worse than what was assumed as a part of this assessment, it could result in additional provision for loan loss being recorded in future periods.

The evaluation of the allowance for loan losses is inherently subjective, as it requires material estimates and assumptions that are used to project losses over the remaining life of the portfolio (in excess of 15 years). These assumptions and estimates are susceptible to significant changes. If actual future performance in delinquency, charge-offs and recoveries are significantly different than estimated, or management’s assumptions or practices were to change, this could materially affect our estimate of the allowance for loan losses and the related provision for loan losses on our income statement.

Goodwill Impairment Assessment

In determining annually (or more frequently if required) whether goodwill is impaired, we complete a goodwill impairment analysis which may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. Qualitative factors considered in conjunction with a qualitative analysis include: (1) the amount of cushion that existed the last time a quantitative test was completed which requires performing a valuation of the reporting unit, the resulting value of which is compared to the carrying value of the reporting unit, (2) macroeconomic factors (economy), (3) industry specific factors (growth or deterioration of the market; regulatory/political developments), (4) cost factors (margins), (5) financial performance of the reporting unit itself, (6) other specific items (litigation, change in management or key personnel) and (7) whether a sustained decrease in our share price is indicative of a decline in value of the specific reporting unit. There can be significant judgment involved in assessing these qualitative factors. If, based on a qualitative analysis, we determine it is “more-likely-than-not” that the fair value of a reporting unit is less than its carrying amount, we also complete a quantitative impairment analysis. In lieu of performing a qualitative assessment, we may proceed directly to a quantitative impairment analysis. A quantitative goodwill impairment analysis requires a comparison of the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds the reporting unit’s fair value (the amount we believe a third party would pay for such reporting unit), the goodwill associated with the reporting unit will be impaired in an amount equal to the difference between the reporting unit’s fair value and its carrying value, not to exceed the carrying value of goodwill attributed to the reporting unit. There are significant judgments involved in determining the fair value of a reporting unit, including determining the appropriate valuation approach or approaches to utilize and the assumptions to apply including estimates of projected future cash flows which incorporate estimated future revenues, expenses, net income and capital expenditures from and related to existing and new business activities and appropriate market multiples, discount rates and growth rates. An appropriate resulting control premium is also considered. The reporting units with goodwill for which we estimate fair value are not publicly traded and for some reporting units directly comparable market data may not be available to aid in its valuation.

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Navient tests goodwill as of October 1 each year or at interim dates if an event occurs or circumstances exist such that it is determined that it is "more-likely-than-not" that the fair value of the reporting unit is less than its carrying value (the qualitative test). Such an event or circumstance is a triggering event. If it is concluded that a triggering event has occurred at an interim date, a quantitative impairment test must be performed.

Interim Impairment Testing

Based on the current performance of and economic environment impacting the reporting units with goodwill, we determined that neither a qualitative nor a quantitative interim impairment test was warranted to test goodwill associated with reporting units with goodwill at March 31 and June 30. Likewise, we determined interim impairment testing was not warranted at September 30 for the Federal Education Loan Servicing, Private Education Legacy In-School Loans, Private Education Recent In-School Loans, and Private Education Refinance Loans reporting units.

During the third quarter of 2024, we assessed relevant qualitative factors associated with the FFELP Loans and Government Services reporting units to determine whether it was "more-likely-than-not” that the fair value of these reporting units was less than their carrying values. Based on this qualitative assessment, we performed a quantitative impairment test to determine whether the fair values of these reporting units exceed their carry values.

For the FFELP Loans reporting unit, goodwill will be impaired at some point in the future due to the runoff nature of the portfolio although the timing of impairment remains uncertain. As a result of elevated prepayments experienced in the first nine months of 2024 (primarily as a result of ED's proposed debt relief regulations), the runoff nature of the portfolio and the passage of time, we performed a quantitative impairment test by engaging an independent appraiser to estimate the fair value of the reporting unit. The independent appraiser used an income approach to estimate the fair value of the reporting unit measuring the value of future economic benefit determined based on the reporting unit’s discounted cash flows derived from our portfolio cash flow projections.

Under our guidance, the third-party appraisal firm developed the discount rate for the reporting unit incorporating such factors as the risk-free rate, a market rate of return, a measure of volatility (Beta) and a company-specific and capital markets risk premium, as appropriate, to adjust for volatility and uncertainty in the economy and to capture specific risk related to the reporting unit. The discount rate reflects market-based estimates of capital costs and is adjusted for our assessment of a market participant’s view with respect to execution, source concentration and other risks associated with the projected cash flows of the reporting unit. We reviewed and approved the discount rate provided by the third-party appraiser including the factors incorporated to develop the discount rate for the FFELP Loans reporting unit.

FFELP Loans goodwill was not deemed impaired as a result of the quantitative impairment test as the fair value of the reporting unit was greater than the reporting unit’s carry value. However, our current projections of future cash flows could result in partial impairment of FFELP goodwill in 2025. The potential timing of impairment could be accelerated if prepayment rates are higher than anticipated or if there is significant change in economic and other factors impacting the discount rate used to determine the fair value of the projected cashflows and thus the reporting unit. Since our estimate of future portfolio cash flows may change, the estimated timing of partial future impairment may also change.

With respect to the Government Services reporting unit, in the second half of September 2024, we were informed a contract that represented a significant portion of Government Services income would not be renewed in 2025. In addition, a federal program, which is a significant part of a Government Services contract, remained unfunded during the third quarter. At that time there had been increased uncertainty as to when or if there will be congressional approval to fund this program, which would result in the resumption of services provided by Government Services under this contract. These two events in September 2024 resulted in a significant decline in the estimated fair value of the reporting unit. Based on active discussions with potential buyers of the Government Services business at that time and their indication of a potential purchase price, Navient concluded that Government Services’ $138 million of goodwill and acquired intangible assets were fully impaired.

Annual Goodwill Impairment Testing – October 1, 2024

We perform our goodwill impairment testing annually in the fourth quarter as of October 1. As part of the 2024 annual impairment testing, we performed a quantitative impairment test of goodwill associated with our FFELP Loans valuing the reporting unit as of October 1, 2024. Utilizing an income approach, goodwill was not deemed impaired as a result of the quantitative impairment test, as the fair value of the reporting unit was greater than its carry value.

The income approach measures the value of the reporting unit’s future economic benefit determined by its discounted cash flows derived from our portfolio cash projections. Since the FFELP Loans reporting unit is winding down, the projections extend through the anticipated wind-down period and no residual value is ascribed.

We retained a third-party appraisal firm to develop the discount rate utilized to value the FFELP reporting unit in a manner consistent with the approach described above related to the development of the discount rate in the third quarter. We reviewed and approved the discount rate provided by the third-party appraiser including the factors incorporated to develop the discount rates.

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We performed a qualitative impairment test of goodwill associated with our Federal Education Loan Servicing, Private Education Legacy In-School Loans, Private Education Recent In-School Loans and Private Education Refinance Loans. We assessed relevant qualitative factors to determine whether it is “more-likely-than-not” that the fair value of an individual reporting unit is less than it’s carrying value. We considered the amount of excess fair value for each reporting unit over their carrying values as of October 1, 2022 when we last performed a quantitative goodwill impairment test by engaging an independent appraiser to estimate the fair values of these reporting units since the fair values of these reporting units were substantially in excess of their carrying amounts. The current outlook and cash flows for the Federal Education Loan Servicing and Private Education Legacy In-School Loans reporting units have not changed significantly since our 2022 assessment. The cash flows for these reporting units continue to decline consistent with our expectations as the underlying portfolios amortize. Macroeconomic conditions in 2023 and 2024, primarily the higher interest rate environment experienced during 2023 and 2024 in comparison to 2022, have not significantly impacted these estimates. For the Private Education Refinance Loans reporting unit, we considered the performance of the current portfolio, which continues to maintain high credit quality, future origination volume, which is expected to increase in 2025, and Navient’s strong liquidity position with its ability to issue Private Education Loan ABS comprised entirely of the reporting unit’s refinance loans. For the Private Education Recent In-School Loans reporting unit, we considered the increase in brand awareness in 2024 of Earnest, a wholly owned subsidiary of Navient, through continued development and rollout of new programs and product offerings and (Navient’s continued success utilizing its Going Merry platform to enable students to match to and apply for scholarships, institutional aid and government grants.) Strong in-school origination growth is expected in 2025 (with sustained growth expected in the future). No goodwill was deemed impaired for these reporting units as of October 1, 2024 after assessing these relevant qualitative factors.

For each of our reporting units, we also considered the current regulatory and legislative environment, the current economic environment, our 2024 earnings, 2025 expected earnings, market expectations regarding our stock price, and our market capitalization in relation to book equity and concluded that no goodwill associated with our reporting units was impaired. Although our market capitalization was less than our book equity at October 1, 2024, we have concluded that our market capitalization in relation to our book equity does not indicate impairment of our reporting units’ respective goodwill at October 1, 2024. Our market capitalization is not indicative of the value of our reporting units with goodwill on a standalone basis. Additionally, the implied control premium at October 1, 2024 is a reasonable control premium above the then current stock price.

If the regulatory environment changes such that it negatively impacts our reporting units or future economic conditions are significantly worse than what was assumed as a part of our annual impairment testing for each of our reporting units, goodwill attributed to our reporting units could be impaired in future periods.

Loan Premium and Discount Amortization

The Company had a net unamortized premium balance of $160 million, or 0.34%, in connection with its $47 billion education loan portfolio as of December 31, 2024. The most judgmental estimate for premium and discount amortization on education loans is the Constant Prepayment Rate (CPR), which measures the rate at which loans in the portfolio pay down principal compared to their stated terms. In determining the CPR we only consider payments made in excess of contractually required payments. This would include loans that are refinanced or consolidated and other early payoff activity. These activities are generally affected by changes in our business strategy, changes in our competitors’ business strategies, legislative changes including the ability to consolidate, interest rates and changes to the current economic and credit environment. When we determine the CPR, we begin with historical prepayment rates. We make judgments about which historical period to start with and then make further judgments about whether that historical experience is representative of future expectations and whether additional adjustment may be needed to those historical prepayment rates.

As a result of the passage of the Health Care and Education Reconciliation Act of 2010 (HCERA), there is no longer the ability to consolidate loans under the FFELP although there are other consolidation options with ED and private refinancing options with Navient and other lenders. At this time, we expect CPRs related to our FFELP Loans to remain relatively stable over time, unless there is a regulatory change by ED or legislative change by Congress to either (1) forgive loan balances (which would result in Navient receiving cash for the amounts forgiven resulting in a prepayment of principal) or (2) encourage or force consolidation. Some education loan companies, including Navient, offer Private Education Loans to refinance a borrower’s loan (both FFELP and Private Education Loans). These products and the related expectation of use are built into the CPR assumption we use for FFELP and Private Education Loans. However, it is difficult to accurately project the timing and level at which this activity will continue, and our assumption may need to be updated by a material amount in the future based on changes in the economy, marketplace and legislation.

In 2024, there was a net $9 million increase in net interest income due to cumulative adjustments related to changes in prepayment speed and related remaining term assumptions used to amortize loan premiums and discounts. This primarily related to a $7 million increase related to the continued extension of the remaining term to maturity of the FFELP Loan portfolio. This is primarily the result of the continued increase in the usage of Income Dependent Repayment (IDR) plans by borrowers in this portfolio. This has the effect of extending the expected maturity date on

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the loans in which borrowers use IDR. This results in the slowing down of the amortization of the premium on these loans which has the effect of increasing interest income in the period of the assumption change.

Impact of various federal loan forgiveness plans on accounting policies and estimates

The Biden-Harris administration proposed or introduced several student loan forgiveness and repayment programs and processes, including a plan to provide up to $20,000 in one-time debt relief to qualified borrowers with ED-held student loans (SDR Plan), as well as a new repayment plan called Saving on a Valuable Education (SAVE Plan).

A number of states and private organizations initiated legal challenges to the SDR Plan and the SAVE Plan. On June 30, 2023, the Supreme Court ruled that ED was prohibited from implementing the SDR Plan, and student loan payments on ED-held loans resumed in October 2023. After the invalidation of the SDR Plan, ED introduced the SAVE Plan in addition to various other debt relief and repayment programs and processes. These programs were primarily directed at borrowers with loans held by ED. Eligible FFELP borrowers could access these programs by consolidating their loans into the Direct Loan Program. The SAVE Plan and other forgiveness or repayment programs face legal challenges, and have not been fully implemented to date.

The introduction of these various programs under the Biden-Harris administration triggered increased consolidation activity in 2024 as FFELP borrowers consolidated their loans into the Direct Loan Program in order to be eligible for these programs. Although consolidation activity had decreased significantly from $5.1 billion during the first three quarters of 2024 to $300 million in the fourth quarter of 2024, increased consolidation activity may continue as uncertainty over the direction of the federal student lending program remains. Moreover, to the extent any of these programs survive legal challenges, or if new debt relief or repayment programs are introduced in the future, consolidation activity could accelerate. This consolidation activity could have a material impact on the Company’s results.

The FFELP Loan portfolio experienced a $2.3 billion increase in prepayments ($5.4 billion in 2024 compared with $3.1 billion in 2023), primarily as a result of the Department of Education’s proposed debt relief regulations discussed above. The increase in prepayments resulted in the write-off of an additional $27 million of loan premium in 2024 compared to 2023.

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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. We present the following non-GAAP financial measures: (1) Core Earnings, (2) Tangible Equity (as well as the Adjusted Tangible Equity Ratio), (3) EBITDA for the Business Processing segment, and (4) Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off Loans. Definitions for the non-GAAP financial measures and reconciliations are provided below, except that reconciliations of forward-looking non-GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain items, including, but not limited to, the impact of any mark-to-market gains/losses resulting from our use of derivative instruments to hedge our economic risks.

1. Core Earnings

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 certain Core Earnings disclosures 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 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)
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

(2)
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.

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The following tables show our consolidated GAAP results, Core Earnings results (including for each reportable segment) along with the adjustments made to the income/expense items to reconcile the consolidated GAAP results to the Core Earnings results as required by GAAP and reported in “Note 15 — Segment Reporting.”

Year Ended December 31, 2024
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsFederal Education LoansConsumer LendingBusiness ProcessingOther
Interest income:
Education loans$3,655$2,397$1,259$$
Cash and investments154882541
Total interest income3,8092,4851,28441
Total interest expense3,2732,323786128
Net interest income (loss)536$35$2$37$573162498(87)
Less: provisions for loan losses1131131112
Net interest income (loss) after provisions for loan losses423161386(87)
Other income (loss):
Servicing revenue544410
Asset recovery and business processing revenue271271
Other revenue1005124
Gain on sale of subsidiary191191
Total other income (loss)616(35)(35)(70)546491146224
Expenses:
Direct operating expenses44574143228
Unallocated shared services expenses235235
Operating expenses68068074143228235
Goodwill and acquired intangible asset impairment and amortization146(146)(146)
Restructuring/other reorganization expenses393939
Total expenses865(146)(146)71974143228274
Income (loss) before income tax expense (benefit)174113113287136254234(337)
Income tax expense (benefit)(2)43232366315854(77)
Net income (loss)$131$$90$90$221$105$196$180$(260)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2024
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$37$$37
Total other income (loss)(70)(70)
Goodwill and acquired intangible asset impairment and amortization(146)(146)
Total Core Earnings adjustments to GAAP$(33)$146113
Income tax expense (benefit)23
Net income (loss)$90

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

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Year Ended December 31, 2023
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsFederal Education LoansConsumer LendingBusiness ProcessingOther
Interest income:
Education loans$4,266$2,901$1,369$$
Cash and investments153762750
Total interest income4,4192,9771,39650
Total interest expense3,5572,497816164
Net interest income (loss)862$32$52$84$946480580(114)
Less: provisions for loan losses1231235667
Net interest income (loss) after provisions for loan losses739424513(114)
Other income (loss):
Servicing revenue645212
Asset recovery and business processing revenue321321
Other revenue321425
Losses on debt repurchases(8)(8)
Total other income (loss)409(32)21(11)3986614321(3)
Expenses:
Direct operating expenses50872151285
Unallocated shared services expenses292292
Operating expenses80080072151285292
Goodwill and acquired intangible asset impairment and amortization10(10)(10)
Restructuring/other reorganization expenses252525
Total expenses835(10)(10)82572151285317
Income (loss) before income tax expense (benefit)313838339641837636(434)
Income tax expense (benefit)(2)85889399898(103)
Net income (loss)$228$$75$75$303$319$287$28$(331)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2023
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$84$$84
Total other income (loss)(11)(11)
Goodwill and acquired intangible asset impairment and amortization(10)(10)
Total Core Earnings adjustments to GAAP$73$1083
Income tax expense (benefit)8
Net income (loss)$75

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

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Year Ended December 31, 2022
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsFederal Education LoansConsumer LendingBusiness ProcessingOther
Interest income:
Education loans$3,161$1,955$1,195$$
Cash and investments62321020
Total interest income3,2231,9871,20520
Total interest expense2,1021,468611107
Net interest income (loss)1,121$(15)$(80)$(95)$1,026519594(87)
Less: provisions for loan losses797979
Net interest income (loss) after provisions for loan losses1,042519515(87)
Other income (loss):
Servicing revenue776512
Asset recovery and business processing revenue3366330
Other revenue203311
Total other income (loss)61615(186)(171)44510213330
Expenses:
Direct operating expenses534106148280
Unallocated shared services expenses242242
Operating expenses776776106148280242
Goodwill and acquired intangible asset impairment and amortization19(19)(19)
Restructuring/other reorganization expenses363636
Total expenses831(19)(19)812106148280278
Income (loss) before income tax expense (benefit)827(247)(247)58051538050(365)
Income tax expense (benefit)(2)182(60)(60)1221088010(76)
Net income (loss)$645$$(187)$(187)$458$407$300$40$(289)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2022
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$(95)$$(95)
Total other income (loss)(171)(171)
Goodwill and acquired intangible asset impairment and amortization(19)(19)
Total Core Earnings adjustments to GAAP$(266)$19(247)
Income tax expense (benefit)(60)
Net income (loss)$(187)

(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.

Years Ended December 31,
(Dollars in millions)202420232022
GAAP net income$131$228$645
Core Earnings adjustments to GAAP:
Net impact of derivative accounting(33)73(266)
Net impact of goodwill and acquired intangible assets1461019
Net income tax effect(23)(8)60
Total Core Earnings adjustments to GAAP9075(187)
Core Earnings net income$221$303$458

(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. 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 originally 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, basis swaps and at times, certain other interest rate swaps do not qualify for hedge accounting treatment and the stand-alone derivative is adjusted to fair value in the income statement with no consideration for the corresponding change in fair value of the hedged item.

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

Years Ended December 31,
(Dollars in millions)202420232022
Core Earnings derivative adjustments:
(Gains) losses on derivative and hedging activities, net, included in other income$(70)$(11)$(171)
Plus: (Gains) losses on fair value hedging activity included in interest expense(5)46(83)
Total (gains) losses in GAAP net income(75)35(254)
Plus: Reclassification of settlement income (expense) on derivative and hedging activities, net(1)3532(15)
Mark-to-market (gains) losses on derivative and hedging activities, net(2)(40)67(269)
Amortization of net premiums on Floor Income Contracts in net interest income for Core Earnings1412
Other derivative accounting adjustments(3)62(9)
Total net impact of derivative accounting$(33)$73$(266)

(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 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.

Years Ended December 31,
(Dollars in millions)202420232022
Reclassification of settlements on derivative and hedging activities:
Net settlement expense on Floor Income Contracts reclassified to net interest income$$$(23)
Net settlement income (expense) on interest rate swaps reclassified to net interest income35328
Total reclassifications of settlement income (expense) on derivative and hedging activities$35$32$(15)

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

Years Ended December 31,
(Dollars in millions)202420232022
Fair value hedges$3$24$(50)
Foreign currency hedges(8)22(33)
Floor Income Contracts(65)
Basis swaps(1)(1)
Other(35)22(120)
Total mark-to-market (gains) losses on derivative and hedging activities, net$(40)$67$(269)

(3)
Other derivative accounting adjustments consist of adjustments related to 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 December 31, 2024, derivative accounting has increased GAAP equity by approximately $8 million as a result of cumulative net mark-to-market gains (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.

Years Ended December 31,
(Dollars in millions)202420232022
Beginning impact of derivative accounting on GAAP equity$(1)$122$(299)
Net impact of net mark-to-market gains (losses) under derivative accounting(1)9(123)421
Ending impact of derivative accounting on GAAP equity$8$(1)$122

(1)
Net impact of net mark-to-market gains (losses) under derivative accounting is composed of the following:

Years Ended December 31,
(Dollars in millions)202420232022
Total pre-tax net impact of derivative accounting recognized in net income(2)$33$(73)$266
Tax and other impacts of derivative accounting adjustments(8)18(65)
Change in mark-to-market gains (losses) on derivatives, net of tax recognized in other comprehensive income(16)(68)220
Net impact of net mark-to-market gains (losses) under derivative accounting$9$(123)$421

(2)
See “Core Earnings derivative adjustments” table above.

Hedging Embedded Floor Income

We use Floor Income Contracts, pay-fixed swaps and fixed rate debt to economically hedge embedded Floor Income in our FFELP Loans. Historically, we have used these instruments on a periodic basis and depending upon market conditions and pricing, we may enter into additional hedges in the future. Under GAAP, the Floor Income Contracts do not qualify for hedge accounting and the pay-fixed swaps are accounted for as cash flow hedges. The table below shows the amount of hedged Floor Income that will be recognized in Core Earnings in future periods based on these hedge strategies.

December 31,
(Dollars in millions)202420232022
Total hedged Floor Income, net of tax(1)(2)$44$90$200

(1)
$57 million, $118 million and $254 million on a pre-tax basis as of December 31, 2024, 2023 and 2022, respectively.

(2)
Of the $44 million as of December 31, 2024, approximately $17 million, $14 million, $7 million and $6 million will be recognized as part of Core Earnings net income in 2025, 2026, 2027 and 2028, respectively.

(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.

Years Ended December 31,
(Dollars in millions)202420232022
Core Earnings goodwill and acquired intangible asset adjustments$146$10$19

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2. Adjusted Tangible Equity Ratio

Adjusted Tangible Equity Ratio measures the ratio of Navient’s Tangible Equity to its tangible assets. We adjust this ratio to exclude the assets and equity associated with our FFELP Loan portfolio because FFELP Loans are no longer originated and the FFELP Loan portfolio bears a 3% maximum loss exposure under the terms of the federal guaranty. Management believes that excluding this portfolio from the ratio enhances its usefulness to investors. Management uses this ratio, in addition to other metrics, for analysis and decision making related to capital allocation decisions. The Adjusted Tangible Equity Ratio is calculated as:

(Dollars in billions)December 31, 2024December 31, 2023
Navient Corporation's stockholders' equity$2,641$2,760
Less: Goodwill and acquired intangible assets437695
Tangible Equity2,2042,065
Less: Equity held for FFELP Loans154190
Adjusted Tangible Equity$2,050$1,875
Divided by:
Total assets$51,789$61,375
Less:
Goodwill and acquired intangible assets437695
FFELP Loans30,85237,925
Adjusted tangible assets$20,500$22,755
Adjusted Tangible Equity Ratio10.0%8.2%

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

This 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:

Years Ended December 31,
(Dollars in millions)202420232022
Pre-tax income$234$36$50
Plus:
Depreciation and amortization expense(1)333
EBITDA$237$39$53
Divided by:
Total revenue$462$321$330
EBITDA margin51%12%16%

(1)
There is no interest expense in this segment.

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4. Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off

Loans

The allowance for loan losses on the Private Education Loan portfolio used for the three credit metrics below excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in connection with the loans on balance sheet that have not charged off. That is, as of December 31, 2024, the $620 million Private Education Loan allowance for loan losses excluding expected future recoveries on previously fully charged-off loans represents the current expected credit losses that remain in connection with the $16,157 million Private Education Loan portfolio. The $179 million of expected future recoveries on previously fully charged-off loans, which is collected over an average 15-year period, mechanically is a reduction to the overall allowance for loan losses. However, it is not related to the $16,157 million Private Education Loan portfolio on our balance sheet and, as a result, management excludes this impact to the allowance to better evaluate and assess our overall credit loss coverage on the Private Education Loan portfolio. We believe this provides a more meaningful and holistic view of the available credit loss coverage on our non-charged-off Private Education Loan portfolio. We believe this information is useful to our investors, lenders and rating agencies.

Allowance for Loan Losses Metrics – Private Education Loans

For the Year Ended December 31,
202420232022
(Dollars in millions)
Allowance at end of period (GAAP)$441$617$800
Plus: expected future recoveries on previously fully charged-off loans179226274
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)$620$843$1,074
Ending total loans$16,157$17,519$19,525
Ending loans in repayment$15,363$16,796$18,770
Net charge-offs$335$298$343
Allowance coverage of charge-offs (annualized):
GAAP1.32.12.3
Adjustment(1).5.7.8
Non-GAAP Financial Measure(1)1.82.83.1
Allowance as a percentage of the ending total loan balance:
GAAP2.7%3.5%4.1%
Adjustment(1)1.11.31.4
Non-GAAP Financial Measure(1)3.8%4.8%5.5%
Allowance as a percentage of the ending loans in repayment:
GAAP2.9%3.7%4.2%
Adjustment(1)1.21.31.5
Non-GAAP Financial Measure(1)4.1%5.0%5.7%

(1)
The allowance used for these credit metrics excludes the expected future recoveries on previously fully charged-off loans. See discussion above.

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Risk Management

Our Approach

Navient’s identification, understanding and effective management of the risks inherent in our business are critical to our continued success. We assign risk oversight, management and assessment responsibilities at various levels within our organization and continuously coordinate these activities. We maintain comprehensive risk management practices to identify, measure, monitor, evaluate, control and report on our significant risks and we routinely evaluate these practices to determine whether they are functioning properly and can be improved.

Risk Management Philosophy

Navient’s risk management philosophy is to ensure all significant risks inherent in our business are identified, measured, monitored, evaluated, controlled and reported. In furtherance of these goals, Navient


maintains a comprehensive and uniform risk management framework;


follows a “Three Lines Model” structure based upon: (1) accountability and ownership at the business area level for risks inherent in their activities (first line of defense); (2) supporting areas, such as Human Resources, Legal, Compliance, Finance and Accounting, Information Technology and Information Security, monitor, guide and advise the business areas in their respective areas of expertise (second line of defense); and (3) Internal Audit independently reviews business and support areas to ensure compliance with applicable laws, regulations and internal policies and procedures (third line of defense);


provides appropriate reporting to management and our Board of Directors and their respective committees; and


trains our employees on our risk management processes and philosophy.

Risk Oversight, Roles and Responsibilities

Responsibility for risk management is assigned at several different levels of our organization, including our Board of Directors and its committees. Each business area within our organization is primarily responsible for managing its specific risks. In addition, our second line of defense support areas are responsible for providing our business areas with the training, systems and specialized expertise necessary to properly perform their risk management responsibilities.

Board of Directors. The Navient Board of Directors and its standing committees oversee our strategic direction, including setting our risk management philosophy, tolerance and parameters; and assessing the risks our businesses face as well as our risk management practices. It approves our annual business plan, periodically reviews our strategic approach and priorities and spends significant time considering our capital requirements and our dividend and share repurchase levels and activities. We escalate to our Board of Directors any significant departures from established tolerances and parameters and review new and emerging risks with them. Standing committees of our Board of Directors include Executive, Audit, Compensation and Human Resources, and Nominations and Governance. Charters for each committee providing their specific responsibilities and areas of risk oversight are published on our website together with the names of the directors serving on these committees.

Chief Executive Officer. Our Chief Executive Officer is responsible for establishing our risk management culture and ensuring business areas operate within risk parameters and in accordance with our annual business plan.

Chief Risk Officer and Chief Compliance Officer. Our Chief Risk Officer and Chief Compliance Officer are responsible for ensuring proper oversight, management and reporting to our Board of Directors and management regarding our risk management practices.

Enterprise Risk and Compliance Committee. Our Enterprise Risk and Compliance Committee is an executive management-level committee where senior management reviews our significant risks, receives reports on adherence to established risk parameters, provides direction on mitigation of our risks and closure of issues and supervises our enterprise risk management program. This committee also oversees regulatory compliance risk management activities including regulatory compliance training, regulatory compliance change management, compliance risk assessment, transactional testing and monitoring, customer complaint monitoring, policies and procedures, privacy and information sharing practices, compliance with the Sarbanes-Oxley Act of 2002, and our Code of Business Conduct. This committee also evaluates risks associated with new or modified business and makes recommendations regarding proposed business initiatives based on their inherent risks and controls.

Credit and Loan Loss Committee. Our Credit and Loan Loss Committee is an executive management-level committee that oversees our credit and portfolio management monitoring and strategies, the sufficiency of our loan loss reserves, and current or emerging issues affecting delinquency and default trends which may result in adjustments in our allowances for loan losses.

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Disclosure Committee. Our Disclosure Committee reviews our periodic SEC reporting documents, earnings releases and related disclosure policies and procedures, and evaluates whether modified or additional disclosures are required.

Asset and Liability Committee. Our Asset and Liability Committee oversees our investment portfolio and strategy and our compliance with our investment policy.

Other Management-Level Committees. We have other management-level committees that oversee various other Navient business activities including critical accounting assumptions, human resources management, and incentive compensation governance.

Internal Audit Risk Assessment

Navient’s Internal Audit function monitors Navient’s various risk management and compliance efforts, identifies areas that may require increased focus and resources, and reports its findings and recommendations to executive management and the Audit Committee of our Board of Directors. Internal Audit performs an annual risk assessment evaluating the risk of all significant components of our company and uses the results to develop an annual risk-based internal audit plan as well as a multi-year rotational audit schedule.

Risk Appetite Framework

Navient’s Risk Appetite Framework establishes the level of risk we are willing to accept within each risk category in pursuit of our business strategy. The Audit Committee of our Board of Directors reviews our Risk Appetite Framework annually, helping to ensure consistency in our business decisions, monitoring and reporting. Our management-level Enterprise Risk and Compliance Committee monitors approved risk limits and thresholds to ensure our businesses are operating within approved risk limits. Through ongoing monitoring of risk exposures, management identifies potential risks and develops appropriate responses and mitigation strategies.

Risk Categories

Our Risk Appetite Framework segments Navient’s risks across nine domains: (1) credit; (2) market; (3) funding and liquidity; (4) operational; (5) compliance; (6) legal; (7) governance; (8) reputational/political; and (9) strategic.

Credit Risk. Credit risk is the risk to earnings or capital resulting from an obligor’s failure to meet the terms of any contract with us or otherwise fail to perform as agreed. Navient has credit or counterparty risk exposure with borrowers and cosigners of our Private Education Loans and Private Education Refinance Loans, counterparties with whom we have entered derivative or other similar contracts and entities with whom we make investments. Credit and counterparty risks are overseen by our Chief Risk Officer and our management-level Credit and Loan Loss Committee. The credit risk related to our Private Education Loans and Private Education Refinance Loans is managed within a credit risk infrastructure which includes: (i) a well-defined underwriting, asset quality and collection policy framework; (ii) an ongoing monitoring and review process of portfolio concentration and trends; (iii) assignment and management of credit and loss forecasting authorities and responsibilities; and (iv) establishment of an allowance for loan losses. Credit risk related to derivative contracts is managed by reviewing counterparties for credit strength on an ongoing basis and through our credit policies, which place limits on our exposure with any single counterparty and, in most cases, require collateral to secure the position. Our Chief Risk Officer reports regularly to the Audit Committee of our Board of Directors on credit risk management.

Market Risk. Market risk is the risk to earnings or capital resulting from changes in market conditions, such as interest rates, index mismatches, credit spreads, commodity prices or volatilities. Navient is exposed to various types of market risk, including mismatches between the maturity/duration of assets and liabilities, interest rate risk and other risks that arise through the management of our investment, debt and education loan portfolios. Market risk exposure is overseen by our Chief Financial Officer and our management-level Asset and Liability Committee, which are responsible for managing market risks associated with our assets and liabilities and recommending limits to be included in our risk appetite and investment structure. These activities are closely tied to those related to the management of our funding and liquidity risks. Our Board of Directors periodically reviews and approves the investment, asset and liability management policies, establishes and monitors various tolerances or other risk measurements, as well as contingency funding plans developed and administered by our Asset and Liability Committee. Our Chief Financial Officer reports to the Board of Directors on matters of market risk management.

Funding and Liquidity Risk. Funding and liquidity risk is the risk to earnings, capital or the conduct of our business arising from the inability to meet our obligations when they become due without incurring unacceptable losses, such as the ability to fund liability maturities or invest in future asset growth and business operations at reasonable market rates. Our primary liquidity risks are any mismatch between the maturity of our assets and liabilities and the servicing of our indebtedness. Navient’s Chief Financial Officer oversees our funding and liquidity management activities and is responsible for planning and executing our funding activities and strategies, analyzing and monitoring our liquidity risk, maintaining excess liquidity and accessing diverse funding sources depending on current market conditions. Funding and liquidity risks are overseen and recommendations approved primarily through our management-level Asset and Liability Committee. Our Board of Directors periodically reviews and approves our funding and liquidity

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positions and the contingency funding plan developed and administered by our Asset and Liability Committee. The Board of Directors also receives regular reports on our performance against funding and liquidity plans at each of its meetings.

Operational Risk. Operational risk is the risk to earnings or the conduct of our business resulting from inadequate or failed internal processes, people or systems or from external events. Operational risk is pervasive, existing in all business areas, functional units, legal entities and geographic locations, and it includes information technology risk, cybersecurity risk, physical security risk on tangible assets, third-party vendor risk, legal risk, compliance risk and reputational risk. Operational risk exposures are managed by business area management and our second and third lines of defense, with oversight by our management-level committees. The Board of Directors receives operations reports at each regularly scheduled meeting. The Board of Directors also receives business development updates regarding our various business initiatives, receives periodic information security and cybersecurity updates and reviews operational and systems-related matters to ensure their implementation produces no significant internal control issues.

Compliance, Legal and Governance Risk. Compliance, legal and governance risks are subsets of operational risk but are recognized as a separate and complementary risk category given their importance in our business. Compliance risk is the risk to earnings, capital or reputation arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards. Legal risk is the risk to earnings, capital or reputation manifested by claims made through the legal system and may arise from a product or service, a transaction, a business relationship, property (real, personal or intellectual), conduct of an employee or change in law or regulation. Governance risk is the risk of not establishing and maintaining a control environment that aligns with stakeholder and regulatory expectations, including tone at the top and board performance. These risks are inherent in all of our businesses. The Audit Committee of our Board of Directors oversees our monitoring and control of legal and compliance risks. The Audit Committee annually reviews our Compliance Plan and significant breaches of our Code of Business Conduct and receives regular reports from executive management responsible for the regulatory and compliance risk management functions. The Board of Directors and the Audit Committee receive reports on significant litigation and regulatory matters at each regularly scheduled meeting.

Reputational/Political Risk. Reputational risk is the risk to earnings or capital arising from damage to our reputation in the view of, or loss of the trust of, customers and the general public. Political risk is the closely related risk to earnings or capital arising from damage to our relationships with governmental entities, regulators and political leaders and candidates. These risks can arise due to both our own acts and omissions (both real and perceived), and the acts and omissions of other industry participants or other third parties, and they are inherent in all of our businesses. Reputational risk and political risk are managed through a combination of business area management and our second and third lines of defense. The Nominations and Governance Committee of our Board of Directors oversees our reputational and political risk.

Strategic Risk. Strategic risk is the risk to earnings or capital arising from our potential inability to successfully carry out our strategy. This risk can arise due to both our own acts or omissions, and the acts or omissions of other industry participants or other third parties, and it is inherent in all of our businesses. Strategic risk is managed through a combination of business area management and our second and third lines of defense.

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Supervision and Regulation

Regulatory Oversight

We operate in a highly regulated industry where many aspects of our businesses are subject to federal and state regulation and administrative oversight. The following is a summary of the material statutes and regulations currently applicable to us and our subsidiaries. We may become subject to additional laws, rules or regulations in the future. This summary is not a comprehensive analysis of all applicable laws and is qualified by reference to the full text of the statutes and regulations referenced below.

The Dodd-Frank Act was adopted to reform and strengthen regulation and supervision of the U.S. financial services industry. It contains comprehensive provisions that govern the practices and oversight of financial institutions and other participants in the financial markets. It imposes additional regulations, requirements and oversight on almost every aspect of the U.S. financial services industry, including increased capital and liquidity requirements, limits on leverage and enhanced supervisory authority. Some of these provisions apply to Navient and its various businesses and securitization vehicles.

The CFPB has authority to write regulations under federal consumer financial protection laws and to directly or indirectly enforce those laws and examine financial institutions for compliance. The CFPB is authorized to impose fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities. It also has authority to prevent unfair, deceptive or abusive practices. In January 2017, the CFPB filed a lawsuit against Navient alleging several unfair, deceptive or abusive practices, and other violations of consumer protection statutes. This case was settled by mutual agreement in September 2024. Additional information on the CFPB lawsuit is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

The Dodd-Frank Act also authorizes state officials to enforce regulations issued by the CFPB and to enforce the Dodd-Frank Act’s general prohibition against unfair, deceptive and abusive practices. Starting in January 2017, the Attorneys General of the State of Illinois, the State of Washington, the Commonwealth of Pennsylvania, the State of California, the State of Mississippi and the State of New Jersey also filed lawsuits against Navient and some of its subsidiaries containing similar alleged violations of consumer protection laws as those alleged in the CFPB lawsuit as well as several additional areas. These cases were settled by mutual agreement between the Company and various State Attorneys General. Additional information on these lawsuits is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

Higher Education Act (HEA). The HEA is the primary law that authorizes and regulates federal student aid programs for higher education. Navient is subject to the HEA and its education loan operations are periodically reviewed by ED and Guarantors or entities acting on their behalf. As a master servicer of federal education loans, Navient, and its designated sub-servicer, are subject to ED regulations regarding financial responsibility and administrative capability that govern all third-party servicers of insured education loans. In connection with its servicing operations on behalf of Guarantor clients, Navient must comply with ED regulations that govern Guarantor activities as well as agreements for reimbursement between ED and our Guarantor clients. While the HEA is required to be reviewed and "reauthorized" by Congress every five years, Congress has not reauthorized the HEA since 2008, choosing to temporarily extend the Act each year since 2013. During the COVID-19 pandemic, the Biden-Harris Administration and ED have relied upon The CARES Act and The HEROs Act to provide the legislative authority necessary to delay or cancel direct student loan payments. We cannot predict whether or when legislation will be passed or how it would impact us.

Federal Financial Institutions Examination Council. As a service provider to financial institutions, Navient is subject to periodic examination by the Federal Financial Institutions Examination Council (FFIEC). FFIEC is a formal interagency body of the U.S. government empowered to prescribe uniform principles, standards, and report forms for the federal examination of financial institutions by the Federal Reserve Banks (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration, the Office of the Comptroller of the Currency and the CFPB and to make recommendations to promote uniformity in the supervision of financial institutions.

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Consumer Protection and Privacy. Navient’s Consumer Lending and Federal Education Loan segments are subject to federal and state consumer protection, privacy and related laws and regulations and are subject to supervision and examination by the CFPB and various state agencies. Some of the more significant federal laws and regulations include:


various laws governing unfair, deceptive or abusive acts or practices;


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


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


the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of race, creed or other prohibited factors in extending credit;


the Servicemembers Civil Relief Act (SCRA), which applies to all debts incurred prior to commencement of active military service (including education loans) and limits the amount of interest, including certain fees or charges that are related to the obligation or liability; and


the Telephone Consumer Protection Act (TCPA), which governs communication methods that may be used to contact customers.

Navient’s Business Processing segment is subject to federal and state consumer protection, privacy and related laws and regulations, as well as certain activities, supervision and examination by the CFPB and various state agencies. Some of the more significant federal statutes are the Fair Debt Collection Practices Act and additional provisions of the acts listed above, as well as the HEA and the various laws and regulations that pertain to government contractors. These activities are also subject to state laws and regulations similar to the federal laws and regulations listed above.

Regulatory Outlook

In 2025, we expect the regulatory environment for the business in which we operate will continue to be challenging. We anticipate that regulators will continue to be focused on conducting regulatory audits and initiating enforcement actions.

We anticipate a number of prominent themes could continue:


The number and configuration of regulators, particularly the CFPB, State Attorneys General and various state agencies, are likely to change which may add to the complexity, cost and unpredictability of timing for resolution of particular regulatory issues.


The regulatory, compliance and risk control structures of financial institutions subject to enforcement actions by state and federal regulators are frequently cited, regardless of whether past practices have been changed, and enforcement orders have often included detailed demands for increased compliance, audit and board supervision, as well as the use of third-party consultants or monitors to recommend further changes or monitor remediation efforts.


Issues first identified with respect to one consumer product class or distribution channel are sometimes applied to other product classes or channels.

For a discussion of potential ED regulations, see "Segment Results — Federal Education Loans Segment — Various Federal Loan Forgiveness Plans."

We expect that consumer protection regulations, standards, supervision, examination and enforcement practices will continue to evolve in both detail and scope as well as being more unpredictable than in previous periods. This evolution has added and may continue to significantly add to Navient’s compliance, servicing and operating costs. We have invested in compliance through multiple steps including alignment of Navient’s compliance management system to a lending, servicing, collections and business services business model; dedicated compliance resources for certain topics to focus on consumer expectations; formation of business support operations to enhance risk, control and compliance functions in each business area; additional regulatory training for front-line employees to ensure obligations are understood and followed during interactions with customers, as well as additional regulatory training for our Board of Directors to enhance their ability to oversee the Company’s risk framework and compliance as it and the regulatory environment changes; and expanded oversight and analysis of complaint trends to identify and remediate, if necessary, areas of potential consumer harm. Despite these increased activities, our current operations and compliance processes may not satisfy evolving regulatory standards. Past practices or products may continue to be the focus of examinations, inquiries or lawsuits. As a result of our recent strategic announcements, we anticipate the need to further restructure and realign our compliance efforts and focus with our evolving footprint and businesses.

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As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management,” Navient has implemented a coordinated, formal enterprise risk management system aimed at reducing business and regulatory risks.

Listed below are some of the most significant recent and pending regulatory changes that have the potential to affect Navient.

Education Loan Servicing and Consumer Lending. The CFPB has been active in the education loan industry and undertook a number of initiatives in recent years relative to the private education loan market and education loan servicing. In addition, several states have enacted various state servicing and licensing requirements. It is possible that more states will propose or pass similar or different requirements on either holders of education loans or their servicers. Depending on the nature of these laws or rules, they may impose additional or different requirements than Navient faces at the federal level.

Debt Collection Supervision. The CFPB also maintains supervisory authority over larger consumer debt collectors and in late 2021 implemented changes to Regulation F governing the collection of third-party consumer debt. The CFPB’s rules do not preempt the various and varied levels of state consumer and collection regulations to which the activities of Navient’s subsidiaries are currently subject. Navient also utilizes third-party debt collectors to collect defaulted and charged-off education loans and will continue to be responsible for oversight of their procedures and controls.

Oversight of Derivatives. The Dodd-Frank Act created a comprehensive new regulatory framework for derivatives transactions under the Commodity Futures Trading Commission (CFTC), other prudential regulators and the SEC. This framework, among other things, subjects certain swap participants to new capital and margin requirements, recordkeeping and business conduct standards and imposes registration and regulation of swap dealers and major swap participants. Even where Navient or a securitization trust sponsored by Navient qualifies for an exemption, many of its derivatives counterparties are subject to capital, margin and business conduct requirements and therefore Navient’s business may be impacted. Where Navient or the securitization trusts it sponsors do not qualify for an exemption, Navient or an existing or future securitization trust sponsored by Navient may be unable to enter into new swaps to hedge interest rate or currency risk or the costs associated with such swaps may increase. With respect to existing securitization trusts, an inability to amend, novate or otherwise materially modify existing swap contracts could result in a downgrade of its outstanding asset-backed securities. As a result, Navient’s business, ability to access the capital markets for financing and costs may be impacted by these regulations.

Legal Proceedings

For a discussion of legal matters as of December 31, 2024, please refer to “Note 12 – Commitments, Contingencies and Guarantees” to our consolidated financial statements included in this report, which is incorporated into this item by reference.

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FY 2023 10-K MD&A

SEC filing source: 0000950170-24-020149.

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high. Filing date: 2024-02-26. Report date: 2023-12-31.

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

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

The objective of this discussion and analysis is to allow investors to view the Company from management’s perspective. Accordingly, we provide the reader with 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. The discussion that follows is primarily focused on 2023 versus 2022 results. Discussion and analysis of 2022 results compared to 2021 is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 24, 2023.

Selected Historical Financial Information and Ratios

Years Ended December 31,
(In millions, except per share data)202320222021
GAAP Basis
Net income$228$645$717
Diluted earnings per common share$1.85$4.49$4.18
Weighted average shares used to compute diluted earnings per share123144172
Return on assets.36%.87%.88%
Dividends per common share$.64$.64$.64
Return on common stockholders' equity8%22%27%
Dividend payout ratio35%14%15%
Average equity/average assets4.43%3.78%3.20%
Total assets$61,375$70,795$80,605
Total borrowings$57,628$66,896$76,978
Total Navient Corporation stockholders' equity$2,760$2,977$2,597
Book value per common share$24.32$22.86$16.89
Core Earnings Basis(1)
Net income(1)$303$458$551
Diluted earnings per common share(1)$2.45$3.19$3.21
Weighted average shares used to compute diluted earnings per share123144172
Net interest margin, Federal Education Loans segment1.12%1.01%.99%
Net interest margin, Consumer Lending segment3.04%2.81%2.92%
Return on assets.48%.62%.68%
Education Loan Portfolios
Ending FFELP Loans, net$37,925$43,525$52,641
Ending Private Education Loans, net16,90218,72520,171
Ending total education loans, net$54,827$62,250$72,812
Average FFELP Loans$41,191$49,183$56,018
Average Private Education Loans18,46320,52421,225
Average total education loans$59,654$69,707$77,243

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures — Core Earnings.”

11

The Year in Review

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 include 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 certain Core Earnings disclosures in the notes to our consolidated financial statements for our business segments. See “Non-GAAP Financial Measures — Core Earnings” for a further discussion and a complete reconciliation between GAAP net income and Core Earnings.

2023 GAAP net income was $228 million ($1.85 diluted earnings per share), compared with $645 million ($4.49 diluted earnings per share) in the prior year. See “Results of Operations — GAAP Comparison of 2023 Results with 2022” for a discussion of the primary contributors to the change in GAAP earnings between periods.

2023 Core Earnings net income was $303 million ($2.45 diluted Core Earnings per share), compared with $458 million ($3.19 diluted Core Earnings per share) for 2022. See “Segment Results” for a discussion of the primary contributors to the change in Core Earnings between periods.

Financial highlights of 2023 include:

Federal Education Loans segment:


Net income of $319 million.


Net interest margin of 1.12%.

Consumer Lending segment:


Net income of $287 million.


Net interest margin of 3.04%.


Originated $971 million of Private Education Loans.

Business Processing segment:


Revenue of $321 million.


Net income of $28 million and EBITDA(1) of $39 million.

Capital, funding and liquidity:


GAAP equity-to-asset ratio of 4.5% and adjusted tangible equity ratio(1) of 8.2%.


Repurchased $310 million of common shares. $290 million common share repurchase authority remains outstanding.


Paid $78 million in common stock dividends.


Retired $850 million of unsecured debt, resulting in a pre-tax loss of $8 million.


Issued $1.0 billion of unsecured debt and $1.2 billion of asset-backed securities.

Operating Expenses:


Operating expenses of $720 million, excluding $80 million of regulatory-related expenses.

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Results of Operations

GAAP Income Statements

Increase (Decrease)
Years Ended December 31,2023 vs. 20222022 vs. 2021
(Dollars in millions, except per share amounts)202320222021$%$%
Interest income
FFELP Loans$2,897$1,966$1,464$93147%$50234%
Private Education Loans1,3691,1951,18117415141
Cash and investments15362391147591,967
Total interest income4,4193,2232,6481,1963757522
Total interest expense3,5572,1021,3161,4556978660
Net interest income8621,1211,332(259)(23)(211)(16)
Less: provisions for loan losses12379(61)4456140230
Net interest income after provisions for loan losses7391,0421,393(303)(29)(351)(25)
Other income (loss):
Servicing revenue6477168(13)(17)(91)(54)
Asset recovery and business processing revenue321336539(15)(4)(203)(38)
Other income213230(11)(34)27
Gains on sales of loans78(78)(100)
Losses on debt repurchases(8)(73)(8)10073(100)
Gains (losses) on derivative and hedging activities, net1117164(160)(94)107167
Total other income409616806(207)(34)(190)(24)
Expenses:
Operating expenses8007761,207243(431)(36)
Goodwill and acquired intangible assets impairment and amortization expense101930(9)(47)(11)(37)
Restructuring/other reorganization expenses253626(11)(31)1038
Total expenses8358311,2634(432)(34)
Income before income tax expense313827936(514)(62)(109)(12)
Income tax expense85182219(97)(53)(37)(17)
Net income$228$645$717$(417)(65)%$(72)(10)%
Basic earnings per common share$1.87$4.54$4.23$(2.67)(59)%$.317%
Diluted earnings per common share$1.85$4.49$4.18$(2.64)(59)%$.317%
Dividends per common share$.64$.64$.64$%$%

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GAAP Comparison of 2023 Results with 2022

For the year ended December 31, 2023, net income was $228 million, or $1.85 diluted earnings per common share, compared with net income of $645 million, or $4.49 diluted earnings per common share, for the year-ago period.

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


Net interest income decreased by $259 million primarily as a result of a $129 million decrease in mark-to-market gains on fair value hedges recorded in interest expense, the paydown of the FFELP and Private Education Loan portfolios and an increase in interest rates.


Provisions for loan losses increased $44 million from $79 million to $123 million:

o
The provision for FFELP Loan losses increased $56 million from $0 to $56 million.

o
The provision for Private Education Loan losses decreased $12 million from $79 million to $67 million.

The FFELP Loan provision for loan losses of $56 million in the current period was primarily a result of the continued extension of the portfolio and the resulting increase in both the expected future defaults and the premium allocated to all expected future defaults.

The Private Education Loan provision for loan losses of $67 million in the current period included $25 million in connection with loan originations, $35 million related to internal policy changes being made to reflect changing regulatory expectations related to school misconduct discharges on certain populations of private loans, $29 million related to changes in the net charge-off rates on defaulted loans, $23 million in connection with the resolution of certain private legacy loans in bankruptcy and $22 million related to a general reserve build, which was partially offset by a $67 million reduction in connection with the adoption of a new accounting standard, Accounting Standards Update (ASU) No. 2022-02, “Financial Instruments – Credit Losses: Troubled Debt Restructurings and Vintage Disclosures.” The provision of $79 million in the year-ago period included $34 million in connection with loan originations, $33 million related to changes in the net charge-off rates on defaulted loans and $12 million related to a general reserve build.

We adopted ASU No. 2022-02 on January 1, 2023. This new ASU eliminates the troubled debt restructurings (TDRs) recognition and measurement guidance. Prior to adopting this new guidance, as it relates to interest rate concessions granted as part of our Private Education Loan modification program, a discounted cash flow model was used to calculate the amount of interest forgiven for loans that were in the program and the present value of that interest rate concession was included as a part of the allowance for loan loss. This new guidance no longer allows the measurement and recognition of this element of our allowance for loan loss for new modifications that occur subsequent to January 1, 2023. As of December 31, 2022, the allowance for loan loss included $77 million related to this interest rate concession component of the allowance for loan loss. We elected to adopt this amendment using a prospective transition method which has resulted and will continue to result in the $77 million releasing between 2023 and 2024 as the borrowers exit their current modification programs. $67 million of the $77 million was released in 2023, and we expect that the remaining $10 million will release in 2024.


Asset recovery and business processing revenue decreased $15 million primarily as a result of the expected $83 million reduction in revenue from the wind-down of Business Processing pandemic-related contracts, which was partially offset by a $74 million increase in revenue from services for our traditional Business Processing clients. The remaining $6 million decrease was related to revenue earned in our Federal Education Loans segment and was a result of exiting that business line in fourth-quarter 2022.


Losses on debt repurchases increased $8 million. We repurchased $850 million of debt at an $8 million loss in the current period. There were no debt repurchases in the year-ago period. The benefit of these repurchases is a reduction of interest expense in the future.


Net gains on derivative and hedging activities decreased $160 million. The primary factors affecting the change were interest rate fluctuations. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.


Operating expenses increased $24 million primarily related to a $73 million contingency loss accrual (regulatory-related expense) recorded in the second half of 2023 related to recent developments in connection with Consumer Financial Protection Bureau (CFPB) matters. The remaining $49 million decrease in operating expenses was primarily a result of a decline in overall servicing costs as well as exiting the Federal Education Loans segment’s asset recovery business line in the fourth quarter of 2022.

14


Goodwill and acquired intangible asset impairment and amortization expense decreased $9 million primarily due to $6 million of impairment in 2022 of a Business Processing segment customer relationship asset as a result of exiting a line of business. No acquired intangible assets were impaired in 2023.


Restructuring expenses declined $11 million. In 2023, these expenses relate primarily to severance costs incurred in connection with the CEO transition as well as a facility lease termination and impairment of a facility held for sale in conjunction with the implementation of certain efficiency initiatives. Expense in 2022 primarily relates to costs for severance and facility lease terminations in connection with the Company's decision to exit the FFELP asset recovery business and consolidate certain business lines.


The effective income tax rates for the current and year-ago periods were 27% and 22%, respectively. The movement in the effective income tax rate was primarily driven by the reduction of tax and interest on state uncertain tax positions in the year-ago period and changes in the valuation allowance attributable to the deferred tax asset for state disallowed interest expense carryovers in the current period.

We repurchased 18.0 million and 24.8 million shares of our common stock during 2023 and 2022, respectively. As a result of repurchases, our average outstanding diluted shares decreased by 21 million common shares (or 15%) from the year-ago period.

15

Segment Results

Federal Education Loans Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2023202220212023 vs. 20222022 vs. 2021
Interest income:
FFELP Loans$2,901$1,955$1,40548%39%
Cash and investments7632138100
Total interest income2,9771,9871,4055041
Total interest expense2,4971,4688307077
Net interest income480519575(8)(10)
Less: provision for loan losses56100
Net interest income after provision for loan losses424519575(18)(10)
Other income (loss):
Servicing revenue5265162(20)(60)
Asset recovery and business processing revenue651(100)(88)
Other revenue143125(55)24
Total other income66102238(35)(57)
Direct operating expenses72106223(32)(52)
Income before income tax expense418515590(19)(13)
Income tax expense99108136(8)(21)
Net income$319$407$454(22)%(10)%

Highlights of 2023 vs. 2022


Net income was $319 million compared to $407 million.


Net interest income decreased $39 million primarily due to the impact of increasing interest rates on the different index resets for the segment's assets and debt, as well as reducing floor income earned on the FFELP Loans. The paydown of the loan portfolio also reduced net interest income. These decreases were partially offset by a $48 million benefit in 2023 related to the decrease in the speed of loan premium amortization in connection with the continued extension of the FFELP loan portfolio.


Provision for loan losses increased $56 million. The $56 million of provision for loan losses in 2023 was primarily a result of the continued extension of the portfolio and the resulting increase in both the expected future defaults and the premium allocated to all expected future defaults.

o
Net charge-offs were $63 million compared to $40 million.

o
Delinquencies greater than 90 days were $2.3 billion compared to $3.3 billion.

o
Forbearances were $6.1 billion compared to $7.6 billion.


Other income decreased $36 million primarily due to the discontinuation in 2022 of contract-exit transition services provided to third parties, as well as the paydown of the portfolio on which servicing fees are earned.


Expenses were $34 million lower as a result of the paydown of the loan portfolio, lower contract-exit transition services referenced above, as well as exiting the asset recovery business line in the fourth quarter of 2022.

16

Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202320222021
Segment net interest margin1.12%1.01%.99%
FFELP Loans:
FFELP Loan spread1.23%1.11%1.06%
Provision for loan losses$56$$
Net charge-offs$63$40$26
Net charge-off rate.19%.10%.06%
Greater than 30-days delinquency rate13.9%15.6%10.6%
Greater than 90-days delinquency rate7.5%9.6%4.8%
Forbearance rate16.8%18.1%12.4%
Average FFELP Loans$41,191$49,183$56,018
Ending FFELP Loans, net$37,925$43,525$52,641
(Dollars in billions)
Total federal loans serviced$44$51$61

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202320222021
FFELP Loan yield6.59%3.55%1.91%
Floor Income.45.42.60
FFELP Loan net yield7.043.972.51
FFELP Loan cost of funds(5.81)(2.86)(1.45)
FFELP Loan spread1.231.111.06
Other interest-earning asset spread impact(.11)(.10)(.07)
Net interest margin(1)1.12%1.01%.99%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202320222021
FFELP Loans$41,191$49,183$56,018
Other interest-earning assets1,6732,1101,816
Total FFELP Loan interest-earning assets$42,864$51,293$57,834

As of December 31, 2023, our FFELP Loan portfolio totaled $37.9 billion, comprised of $13.6 billion of FFELP Stafford Loans and $24.3 billion of FFELP Consolidation Loans. The weighted-average life of these portfolios as of December 31, 2023 was 7 years and 8 years, respectively, assuming a Constant Prepayment Rate (CPR) of 7% and 5%, respectively.

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 December 31, 2023 and 2022, based on interest rates as of those dates.

(Dollars in billions)December 31, 2023December 31, 2022
Education loans eligible to earn Floor Income$37.7$43.2
Less: post-March 31, 2006 disbursed loans required to rebate Floor Income(17.9)(20.5)
Less: economically hedged Floor Income(3.2)(12.3)
Education loans eligible to earn Floor Income after rebates and economically hedged$16.6$10.4
Education loans earning Floor Income$1.1$

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 January 1, 2024 to December 31, 2028.

(Dollars in billions)20242025202620272028
Average balance of FFELP Consolidation Loans whose Floor Income is economically hedged$1.8$.9$.7$.3$.3

17

Servicing Revenue

Servicing revenue decreased $13 million primarily as a result of the paydown of the FFELP Loan portfolio serviced.

Asset Recovery and Business Processing Revenue

Asset recovery and business processing revenue decreased $6 million as a result of exiting the asset recovery business in the fourth quarter of 2022.

Other Revenue

Other revenue decreased $17 million primarily due to the discontinuation in 2022 of contract-exit transition services provided to third parties.

Operating Expenses

Operating expenses for the Federal Education Loans segment primarily include costs incurred to perform servicing on our FFELP Loan portfolio and federal education loans held by other institutions. Expenses were $34 million lower as a result of the paydown of the loan portfolio, lower contract-exit transition services referenced above, as well as exiting the asset recovery business line in the fourth quarter of 2022.

Various Federal Loan Forgiveness Plans

On August 24, 2022, the Biden-Harris Administration announced its Student Debt Relief (SDR) Plan. The SDR Plan would have provided up to $20,000 in one-time debt relief to income-qualified recipients with ED held student loans and a repayment pause on ED held loans. Privately held FFELP Loans, like ours, were not eligible for debt forgiveness.

A number of states and private organizations initiated legal challenges to the SDR Plan in various courts throughout the country. On June 30, 2023, the Supreme Court ruled that ED was prohibited from implementing the SDR Plan, and student loan payments on ED held loans resumed in October 2023. After the invalidation of the SDR Plan, ED announced that it had begun a new rulemaking process to consider other ways to provide debt relief to borrowers, which could include borrowers with privately held FFELP Loans. ED held several public meeting sessions with a negotiated rulemaking committee in the fourth quarter of 2023 and in the first quarter of 2024. ED is expected to publish proposed regulations for public comment in May 2024.

In addition, on July 10, 2023, ED issued final regulations on income-driven repayment plans for Direct loans, which are student loans held by ED. Eligible FFELP borrowers can access the new changes by consolidating their loans into the Direct Loan Program. The new regulations are effective July 1, 2024; however, ED has elected early implementation for some features starting July 30, 2023. The regulations provide a lower monthly loan payment on a Direct loan by decreasing discretionary income (i.e., taxable income over 225% of the federal poverty guideline), decreasing the percentage of discretionary income that must be paid toward a Direct loan to 5% (for undergraduates), and providing the option for married borrowers to exclude their spouse’s income from being factored by filing a separate tax return. Other changes provide for the elimination of accrued interest that is not covered by the monthly payment amount, provide credit towards loan forgiveness that counts certain periods of deferment and forbearance, a shorter loan forgiveness period (10-years) for borrowers with an original principal balance less than or equal to $12,000, and credit toward loan forgiveness for eligible payments on a Direct or FFELP loan that is repaid by a Direct Consolidation loan. This new income-driven repayment plan may increase consolidation activity in the future as FFELP borrowers consolidate their loans into the Direct Loan Program in order to be eligible for the new income-driven repayment plan. This could have a material impact on the Company’s results in future periods.

18

Consumer Lending Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2023202220212023 vs. 20222022 vs. 2021
Interest income:
Private Education Loans$1,369$1,195$1,18115%1%
Cash and investments27102170400
Interest income1,3961,2051,183162
Interest expense8166115413413
Net interest income580594642(2)(7)
Less: provision for loan losses6779(61)(15)230
Net interest income after provision for loan losses513515703(27)
Other income (loss):
Servicing revenue12126100
Other revenue21100100
Gains on sales of loans91(100)
Total other income1413978(87)
Direct operating expenses1511481622(9)
Income before income tax expense376380638(1)(40)
Income tax expense898014611(45)
Net income$287$300$492(4)%(39)%

Highlights of 2023 vs. 2022


Originated $971 million of Private Education Loans compared to $2.0 billion.

o
Refinance Loan originations were $647 million compared to $1.7 billion. The decrease in originations is primarily the result of borrowers with fixed interest rate loans having less of an incentive to refinance in light of the significant increase in interest rates that occurred during 2022 and 2023 which was primarily the result of historically high inflation.

o
In-school loan originations were $324 million compared to $322 million.


Net income was $287 million compared to $300 million.


Net interest income decreased $14 million primarily due to the paydown of the loan portfolio, offset by an increase in the net interest margin primarily due to improved funding spreads.


Provision for loan losses decreased $12 million. The provision for loan losses of $67 million in 2023 included $25 million in connection with loan originations, $35 million related to internal policy changes being made to reflect changing regulatory expectations related to school misconduct discharges on certain populations of private loans, $29 million related to changes in the net charge-off rates on defaulted loans, $23 million in connection with the resolution of certain private legacy loans in bankruptcy and $22 million related to a general reserve build, which was partially offset by a $67 million reduction in connection with the adoption of a new accounting standard (see "Results of Operations — GAAP Comparison of 2023 Results with 2022" for further details). The provision of $79 million in the year-ago period included $34 million in connection with loan originations, $33 million related to changes in the net charge-off rates on defaulted loans and $12 million related to a general reserve build.

o
Excluding the $25 million and $30 million, respectively, related to the change in the net charge-off rate on defaulted loans, net charge-offs were $273 million compared with $313 million.

o
Private Education Loan delinquencies greater than 90 days: $380 million, down $31 million from $411 million.

o
Private Education Loan forbearances: $363 million, down $38 million from $401 million.


Expenses increased $3 million.

19

Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202320222021
Segment net interest margin3.04%2.81%2.92%
Private Education Loans (including Refinance Loans):
Private Education Loan spread3.18%2.95%3.12%
Provision for loan losses$67$79$(61)
Net charge-offs(1)$273$313$153
Net charge-off rate(1)1.54%1.59%.76%
Greater than 30-days delinquency rate5.1%5.0%3.2%
Greater than 90-days delinquency rate2.3%2.2%1.5%
Forbearance rate2.1%2.1%2.6%
Average Private Education Loans$18,463$20,524$21,225
Ending Private Education Loans, net$16,902$18,725$20,171
Private Education Refinance Loans:
Net charge-offs$32$20$11
Greater than 90-day delinquency rate.4%.2%.1%
Average balance of Private Education Refinance Loans$9,206$9,984$8,876
Ending balance of Private Education Refinance Loans$8,752$9,516$9,791
Private Education Refinance Loan originations$647$1,680$5,811

(1)
Excludes $25 million, $30 million and $16 million of charge-offs on the expected future recoveries of previously fully charged-off loans in 2023, 2022 and 2021, respectively, as a result of increasing the net charge-off rate on defaulted loans.

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202320222021
Private Education Loan yield7.42%5.82%5.57%
Private Education Loan cost of funds(4.24)(2.87)(2.45)
Private Education Loan spread3.182.953.12
Other interest-earning asset spread impact(.14)(.14)(.20)
Net interest margin(1)3.04%2.81%2.92%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202320222021
Private Education Loans$18,463$20,524$21,225
Other interest-earning assets593644787
Total Private Education Loan interest-earning assets$19,056$21,168$22,012

The increase in the net interest margin from the prior years is primarily a result of improved funding spreads which was primarily the result of a portion of the variable rate education loans being funded by fixed rate debt in an increasing interest rate environment.

As of December 31, 2023, our Private Education Loan portfolio totaled $16.9 billion, comprised of $8.8 billion of refinance loans and $8.1 billion of non-refinance loans. The weighted-average life of this portfolio as of December 31, 2023 was 5 years and 5 years, respectively, assuming a Constant Prepayment Rate (CPR) of 10% and 10%, respectively.

Provision for Loan Losses

The provision for Private Education Loan losses decreased $12 million. The provision for loan losses of $67 million in 2023 included $25 million in connection with loan originations, $35 million related to internal policy changes being made to reflect changing regulatory expectations related to school misconduct discharges on certain populations of private loans, $29 million related to changes in the net charge-off rates on defaulted loans, $23 million in connection with the resolution of certain private legacy loans in bankruptcy and $22 million related to a general reserve build. This was partially offset by a $67 million reduction in connection with the adoption of a new accounting standard (see "Results of Operations — GAAP Comparison of 2023 Results with 2022" for further details). The provision of $79 million in the year-ago period included $34 million in connection with loan originations, $33 million related to changes in the net charge-off rates on defaulted loans and $12 million related to a general reserve build.

20

Operating Expenses

Operating expenses for our consumer lending segment include costs to originate, acquire, service and collect on our consumer loan portfolio. Operating expenses increased $3 million.

Business Processing Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2023202220212023 vs. 20222022 vs. 2021
Business processing revenue$321$330$488(3)%(32)%
Direct operating expenses2852803602(22)
Income before income tax expense3650128(28)(61)
Income tax expense81029(20)(66)
Net income$28$40$99(30)%(60)%

Highlights of 2023 vs. 2022


Revenue was $321 million, $9 million lower due to a $74 million increase in revenue from services for our traditional Business Processing clients, which was more than offset by the expected $83 million reduction in revenue from the wind-down of pandemic-related contracts.


Net income was $28 million compared to $40 million.


EBITDA(1) was $39 million, down $14 million, primarily the result of the revenue decrease discussed above.

Key performance metrics are as follows:

As of December 31,
(Dollars in millions)202320222021
Revenue from government services$200$187$258
Revenue from healthcare services121143230
Total fee revenue$321$330$488
EBITDA(1)$39$53$136
EBITDA margin(1)12%16%28%

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

21

Other Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2023202220212023 vs. 20222022 vs. 2021
Net interest loss after provision for loan losses$(114)$(87)$(69)31%26%
Other income (loss):
Other revenue55100(100)
Losses on debt repurchases(8)(73)100(100)
Total other income (loss)(3)(68)(100)(100)
Expenses:
Unallocated shared services operating expenses:
Unallocated information technology costs808565(6)31
Unallocated corporate costs21215739735(60)
Total unallocated shared services operating expenses29224246221(48)
Restructuring/other reorganization expenses253626(31)38
Total expenses31727848814(43)
Loss before income tax benefit(434)(365)(625)19(42)
Income tax benefit(103)(76)(131)36(42)
Net loss$(331)$(289)$(494)15%(41)%

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. The amount of the net interest loss is primarily a result of the size of the liquidity portfolio as well as the cost of funds of the debt funding the corporate liquidity portfolio.

Unallocated Shared Services Expenses

Unallocated shared services operating expenses are costs primarily related to information technology costs related to infrastructure and operations, stock-based compensation expense, accounting, finance, legal, compliance and risk management, regulatory-related expenses, human resources, certain executive management and the Board of Directors. Regulatory-related expenses include actual settlement amounts as well as third-party professional fees we incur in connection with such regulatory matters and are presented net of any insurance reimbursements for covered costs related to such matters. Expenses increased $50 million from the prior year primarily as a result of a $73 million increase in regulatory-related expenses. Regulatory-related expenses were $80 million and $7 million in 2023 and 2022, respectively, with 2023 including a $73 million contingency loss accrual related to recent developments in connection to CFPB matters. The remaining $23 million decrease in expenses was primarily the result of ongoing initiatives to reduce costs and improve operating efficiency.

See “Note 12 — Commitments, Contingencies and Guarantees” for a discussion of legal and regulatory matters where it is reasonably possible that a loss contingency exists. The Company is unable to anticipate the timing of a resolution or the impact that certain matters 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 certain 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.

Restructuring/Other Reorganization Expenses

These expenses declined $11 million. In 2023, these expenses relate primarily to severance costs incurred in connection with the CEO transition as well as a facility lease termination and impairment of a facility held for sale in conjunction with the implementation of certain efficiency initiatives. Expense in 2022 primarily related to costs for severance and facility lease terminations in connection with the Company's decision to exit the FFELP asset recovery business and consolidate certain business lines.

22

Financial Condition

This section provides information regarding the balances, activity and credit performance metrics of our education loan portfolio.

Summary of our Education Loan Portfolio

Ending Education Loan Balances, net

December 31, 2023
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$12$$12$70$82
Grace, repayment and other(2)13,70824,42038,12817,44955,577
Total13,72024,42038,14017,51955,659
Allowance for loan losses(156)(59)(215)(617)(832)
Total education loan portfolio$13,564$24,361$37,925$16,902$54,827
% of total FFELP36%64%100%
% of total25%44%69%31%100%
December 31, 2022
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$16$$16$54$70
Grace, repayment and other(2)15,83427,89743,73119,47163,202
Total15,85027,89743,74719,52563,272
Allowance for loan losses(159)(63)(222)(800)(1,022)
Total education loan portfolio$15,691$27,834$43,525$18,725$62,250
% of total FFELP36%64%100%
% of total25%45%70%30%100%
December 31, 2021
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$20$$20$19$39
Grace, repayment and other(2)18,37934,50452,88321,16174,044
Total18,39934,50452,90321,18074,083
Allowance for loan losses(180)(82)(262)(1,009)(1,271)
Total education loan portfolio$18,219$34,422$52,641$20,171$72,812
% of total FFELP35%65%100%
% of total25%47%72%28%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.

23

Education Loan Activity

Year Ended December 31, 2023
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$15,691$27,834$43,525$18,725$62,250
Acquisitions (originations and purchases)(1)970970
Capitalized interest and premium/discount amortization5776161,1931841,377
Refinancings and consolidations to third parties(859)(1,811)(2,670)(239)(2,909)
Repayments and other(1,845)(2,278)(4,123)(2,738)(6,861)
Ending balance$13,564$24,361$37,925$16,902$54,827
Year Ended December 31, 2022
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$18,219$34,422$52,641$20,171$72,812
Acquisitions (originations and purchases)(1)1122,0492,051
Capitalized interest and premium/discount amortization6417311,3722081,580
Refinancings and consolidations to third parties(1,851)(4,709)(6,560)(452)(7,012)
Repayments and other(1,319)(2,611)(3,930)(3,251)(7,181)
Ending balance$15,691$27,834$43,525$18,725$62,250
Year Ended December 31, 2021
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$19,607$38,677$58,284$21,079$79,363
Acquisitions (originations and purchases)(1)70411115,9936,104
Capitalized interest and premium/discount amortization6667621,4281861,614
Refinancings and consolidations to third parties(906)(1,819)(2,725)(529)(3,254)
Loan sales(1,613)(1,613)
Repayments and other(1,218)(3,239)(4,457)(4,945)(9,402)
Ending balance$18,219$34,422$52,641$20,171$72,812

(1)
Includes the origination of $176 million, $390 million and $1.7 billion of Private Education Refinance Loans in 2023, 2022 and 2021, respectively, that refinanced FFELP and Private Education Loans that were on our balance sheet.

24

FFELP Loan Portfolio Performance

December 31,
202320222021
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$1,557$1,772$2,220
Loans in forbearance(2)6,1477,6036,292
Loans in repayment and percentage of each status:
Loans current26,20486.1%29,00484.4%39,67989.4%
Loans delinquent 31-60 days(3)1,1933.91,2473.61,6963.8
Loans delinquent 61-90 days(3)7462.58332.49042.0
Loans delinquent greater than 90 days(3)2,2937.53,2889.62,1124.8
Total FFELP Loans in repayment30,436100%34,372100%44,391100%
Total FFELP Loans38,14043,74752,903
FFELP Loan allowance for losses(215)(222)(262)
FFELP Loans, net$37,925$43,525$52,641
Percentage of FFELP Loans in repayment79.8%78.6%83.9%
Delinquencies as a percentage of FFELP Loans in repayment13.9%15.6%10.6%
FFELP Loans in forbearance as a percentage of loans in repayment and forbearance16.8%18.1%12.4%

(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 payments due to hardship or other factors such as disaster relief, including COVID-19 relief programs.

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

Private Education Loan Portfolio Performance

December 31,
202320222021
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$360$354$361
Loans in forbearance(2)363401535
Loans in repayment and percentage of each status:
Loans current15,93594.9%17,83895.0%19,63496.8%
Loans delinquent 31-60 days(3)3081.83351.82221.1
Loans delinquent 61-90 days(3)1731.01861.0131.6
Loans delinquent greater than 90 days(3)3802.34112.22971.5
Total Private Education Loans in repayment16,796100%18,770100%20,284100%
Total Private Education Loans17,51919,52521,180
Private Education Loan allowance for losses(617)(800)(1,009)
Private Education Loans, net$16,902$18,725$20,171
Percentage of Private Education Loans in repayment95.9%96.1%95.8%
Delinquencies as a percentage of Private Education Loans in repayment5.1%5.0%3.2%
Loans in forbearance as a percentage of loans in repayment and forbearance2.1%2.1%2.6%
Percentage of Private Education Loans with a cosigner(4)33%33%35%

(1)
Loans for customers who are attending school or are in other permitted educational activities and are not yet required to make payments on their loans, e.g., internship periods, as well as loans for customers who have requested and qualify for other permitted program deferments such as various military eligible deferments.

(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, including COVID-19 relief programs, 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 all periods presented.

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Allowance for Loan Losses

Year Ended December 31, 2023
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$222$800$1,022
Total provision5667123
Charge-offs:
Gross charge-offs(63)(320)(383)
Expected future recoveries on current period gross charge-offs4747
Total(1)(63)(273)(336)
Adjustment resulting from the change in charge-off rate(2)(25)(25)
Net charge-offs(63)(298)(361)
Decrease in expected future recoveries on previously fully charged-off loans(3)4848
Allowance at end of period (GAAP)215617832
Plus: expected future recoveries on previously fully charged-off loans(3)226226
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(4)$215$843$1,058
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in charge-off rate(2).19%1.54%
Net adjustment resulting from the change in charge -off rate as a percentage of average loans in repayment(2)%.14%
Net charge-offs as a percentage of average loans in repayment.19%1.68%
Allowance coverage of charge-offs(4)3.42.8(Non-GAAP)
Allowance as a percentage of the ending total loan balance(4).6%4.8%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(4).7%5.0%(Non-GAAP)
Ending total loans$38,140$17,519
Average loans in repayment$33,047$17,749
Ending loans in repayment$30,436$16,796

(1)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2)
An increase in the net charge-off rate on defaulted Private Education Loans in 2023 resulted in a $25 million reduction in the balance of expected future recoveries on previously fully charged-off loans.

(3)
At the end of each month, for Private Education Loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as "expected future recoveries on previously fully charged-off loans." If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2023
Beginning of period expected future recoveries on previously fully charged-off loans$274
Expected future recoveries of current period defaults47
Recoveries (cash collected)(46)
Charge-offs (as a result of lower recovery expectations)(49)
End of period expected future recoveries on previously fully charged-off loans$226
Change in balance during period$(48)

(4)
For Private Education Loans, the item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Year Ended December 31, 2022
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$262$1,009$1,271
Total provision7979
Charge-offs:
Gross charge-offs(40)(370)(410)
Expected future recoveries on current period gross charge-offs5757
Total(1)(40)(313)(353)
Adjustment resulting from the change in charge-off rate(2)(30)(30)
Net charge-offs(40)(343)(383)
Decrease in expected future recoveries on previously fully charged-off loans(3)5555
Allowance at end of period (GAAP)2228001,022
Plus: expected future recoveries on previously fully charged-off loans(3)274274
Allowance at end of period excluding expected future recoveries on previously fully charged -off loans (Non-GAAP Financial Measure)(4)$222$1,074$1,296
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in charge-off rate(2).10%1.59%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(2)%.15%
Net charge-offs as a percentage of average loans in repayment.10%1.74%
Allowance coverage of charge-offs(4)5.53.1(Non-GAAP)
Allowance as a percentage of the ending total loan balance(4).5%5.5%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(4).6%5.7%(Non-GAAP)
Ending total loans$43,747$19,525
Average loans in repayment$40,332$19,796
Ending loans in repayment$34,372$18,770

(1)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2)
An increase in the net charge-off rate on defaulted Private Education Loans in 2022 resulted in a $30 million reduction in the balance of expected future recoveries on previously fully charged-off loans.

(3)
At the end of each month, for Private Education Loans that are 212 or more days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as "expected future recoveries on previously fully charged-off loans." If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2022
Beginning of period expected future recoveries on previously fully charged-off loans$329
Expected future recoveries of current period defaults57
Recoveries (cash collected)(56)
Charge-offs (as a result of lower recovery expectations)(56)
End of period expected future recoveries on previously fully charged-off loans$274
Change in balance during period$(55)

(4)
For Private Education Loans, the item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Year Ended December 31, 2021
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$288$1,089$1,377
Provision:
Reversal of allowance related to loan sales(1)(107)(107)
Remaining provision4646
Total provision(61)(61)
Charge-offs:
Gross charge-offs(26)(175)(201)
Expected future recoveries on current period gross charge-offs2222
Total(2)(26)(153)(179)
Adjustment resulting from the change in charge-off rate(3)(16)(16)
Net charge-offs(26)(169)(195)
Decrease in expected future recoveries on previously fully charged-off loans(4)150150
Allowance at end of period (GAAP)2621,0091,271
Plus: expected future recoveries on previously fully charged-off loans(4)329329
Allowance at end of period excluding expected future recoveries on previously fully charged -off loans (Non-GAAP Financial Measure)(5)$262$1,338$1,600
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in charge-off rate(3).06%.76%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(3)%.08%
Net charge-offs as a percentage of average loans in repayment.06%.84%
Allowance coverage of charge-offs(5)10.07.9(Non-GAAP)
Allowance as a percentage of the ending total loan balance(5).5%6.3%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(5).6%6.6%(Non-GAAP)
Ending total loans$52,903$21,180
Average loans in repayment$45,781$20,150
Ending loans in repayment$44,390$20,284

(1)
In connection with the sale of approximately $1.6 billion of Private Education Loans in 2021.

(2)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(3)
An increase in the net charge-off rate on defaulted Private Education Loans in 2021 resulted in a $16 million reduction in the balance of expected future recoveries on previously fully charged-off loans.

(4)
At the end of each month, for Private Education Loans that are 212 days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2021
Beginning of period expected future recoveries on previously fully charged-off loans$479
Expected future recoveries of current period defaults22
Recoveries (cash collected)(87)
Charge-offs (as a result of lower recovery expectations)(35)
Reduction in expected recoveries related to regulatory settlement(6)(50)
End of period expected future recoveries on previously fully charged-off loans$329
Change in balance during period$(150)

(5)
For Private Education Loans, the item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Liquidity and Capital Resources

Funding and Liquidity Risk Management

The following “Liquidity and Capital Resources” discussion concentrates primarily on our Federal Education Loans and Consumer Lending segments. Our Business Processing segment requires minimal liquidity 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 our common stock. To achieve these objectives, we analyze and monitor our liquidity needs and maintain excess liquidity and access to 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 rating 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 rating 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 totaling $5.9 billion at December 31, 2023. 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 $0.5 billion of senior unsecured notes that mature in the short term (i.e., over the next 12 months) and the remaining $5.4 billion of senior unsecured notes that mature in the long term (from 2025 to 2043 with 60% maturing by 2029), through a number of sources. These sources include our cash on hand, unencumbered FFELP Loan and Private Education Refinance Loan portfolios (see “Sources of Primary Liquidity” below), the predictable operating cash flows provided by operating activities, 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 asset-backed commercial paper (ABCP) facilities, issue term asset-backed securities (ABS), enter into additional Private Education Loan and FFELP Loan repurchase facilities, or issue additional unsecured debt.

We originate Private Education Loans (a portion of which is obtained through a forward purchase agreement). We also have purchased and may purchase, in future periods, Private Education Loan and FFELP Loan portfolios from third parties. Loan originations and purchases are part of our ongoing liquidity needs. We repurchased 18.0 million shares of common stock for $310 million in 2023 and have $290 million of unused share repurchase authority as of December 31, 2023.

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Sources of Primary Liquidity

Ending BalancesAverage Balances
December 31,Years Ended December 31,
(Dollars in millions)20232022202320222021
Unrestricted cash and liquid investments$839$1,535$1,024$1,157$1,209
Unencumbered FFELP Loans926889167220
Unencumbered Private Education Refinance Loans23655105235642
Total$1,167$1,658$1,218$1,559$2,071

Sources of Additional Liquidity

Liquidity may also be available under our secured credit facilities. Maximum borrowing capacity under the FFELP Loan and Private Education Loan ABCP 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 loans. The following tables detail the additional borrowing capacity of these facilities with maturity dates ranging from June 2024 to June 2025.

Maximum Additional Capacity
December 31,
(Dollars in millions)202320222021
Ending Balances:
FFELP Loan ABCP facilities$408$101$546
Private Education Loan ABCP facilities1,7191,2482,235
Total$2,127$1,349$2,781
Average Maximum Additional Capacity
Years Ended December 31,
(Dollars in millions)202320222021
Average Balances:
FFELP Loan ABCP facilities$103$275$514
Private Education Loan ABCP facilities1,7561,9982,351
Total$1,859$2,273$2,865

At December 31, 2023, we had a total of $3.0 billion of unencumbered tangible assets inclusive of those listed in the table above as sources of primary liquidity. Total unencumbered education loans comprised $1.2 billion principal of our unencumbered tangible assets of which $1.1 billion and $92 million related to Private Education Loans and FFELP Loans, respectively. In addition, as of December 31, 2023, we had $5.5 billion of encumbered net assets (i.e., overcollateralization) in our various financing facilities (consolidated variable interest entities). We enter into repurchase facilities at times to borrow against the encumbered net assets of these financing vehicles. As of December 31, 2023, $0.6 billion of repurchase facility borrowings were outstanding.

The following table reconciles encumbered and unencumbered assets and their net impact on total Tangible Equity.

(Dollars in billions)December 31, 2023December 31, 2022
Net assets of consolidated variable interest entities (encumbered assets) — FFELP Loans$3.4$3.7
Net assets of consolidated variable interest entities (encumbered assets) — Private Education Loans2.11.5
Tangible unencumbered assets(1)3.04.1
Senior unsecured debt(5.9)(7.0)
Mark-to-market on unsecured hedged debt(2).2.3
Other liabilities, net(.7)(.3)
Total Tangible Equity(3)$2.1$2.3

(1)
Excludes goodwill and acquired intangible assets of $695 million and $705 million at December 31, 2023 and 2022, respectively.

(2)
At December 31, 2023 and 2022, there were $(181) million and $(285) million, respectively, of net gains (losses) on derivatives hedging this debt in unencumbered assets, which partially offset these gains (losses).

(3)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Borrowings

Ending Balances

December 31, 2023December 31, 2022December 31, 2021
(Dollars in millions)Short TermLong TermTotalShort TermLong TermTotalShort TermLong TermTotal
Unsecured borrowings:
Senior unsecured debt$506$5,351$5,857$1,301$5,711$7,012$$7,014$7,014
Total unsecured borrowings5065,3515,8571,3015,7117,0127,0147,014
Secured borrowings:
FFELP Loan securitizations5935,62635,6857642,67542,75151,84151,841
Private Education Loan securitizations43511,75412,18972512,74413,46954314,07414,617
FFELP Loan ABCP facilities1,854891,9439233861,309282150432
Private Education Loan ABCP facilities1,2868212,1072,7342,7341,3631,1522,515
Other9539134121121302302
Total secured borrowings3,72948,32952,0584,57955,80560,3842,49067,21769,707
Core Earnings basis borrowings(1)4,23553,68057,9155,88061,51667,3962,49074,23176,721
Adjustment for GAAP accounting treatment(9)(278)(287)(10)(490)(500)257257
GAAP basis borrowings$4,226$53,402$57,628$5,870$61,026$66,896$2,490$74,488$76,978

Average Balances

Years Ended December 31,
202320222021
(Dollars in millions)Average BalanceAverage RateAverage BalanceAverage RateAverage BalanceAverage Rate
Unsecured borrowings:
Senior unsecured debt$6,3638.74%$7,0105.66%$7,9784.43%
Total unsecured borrowings6,3638.747,0105.667,9784.43
Secured borrowings:
FFELP Loan securitizations38,6525.6847,5282.7253,6611.27
Private Education Loan securitizations12,8003.4514,2522.6314,2732.40
FFELP Loan ABCP facilities1,7736.409883.271,0121.55
Private Education Loan ABCP facilities2,4486.872,5193.392,4291.86
Other1061.911711.68303.34
Total secured borrowings55,7795.2465,4582.7371,6781.52
Core Earnings basis borrowings(1)62,1425.6072,4683.0279,6561.81
Adjustment for GAAP accounting treatment.12(.12)(.16)
GAAP basis borrowings$62,1425.72%$72,4682.90%$79,6561.65%

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.” The differences in derivative accounting give rise to the difference above.

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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 generally accepted accounting principles in the United States of America (GAAP). “Note 2 — Significant Accounting Policies” includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult, subjective or complex judgments and are often about matters that are inherently uncertain. Critical accounting estimates involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of our operations. Our critical accounting policies and estimates are the allowance for loan losses, goodwill impairment assessment, and loan premium and discount amortization.

Allowance for Loan Losses

We measure and recognize an allowance for loan losses that estimates the remaining current expected credit losses (CECL) for financial assets measured at amortized cost held at the reporting date. We have determined that, for modeling current expected credit losses, in general, we can reasonably estimate expected losses that incorporate current and forecasted economic conditions over a “reasonable and supportable” period. For Private Education Loans, we incorporate a reasonable and supportable forecast of various macro-economic variables over the remaining life of the loans. The development of the reasonable and supportable forecast incorporates an assumption that each macro-economic variable will revert to a long-term expectation starting in years 2-4 of the forecast and largely completing within the first five years of the forecast. For FFELP Loans, after a three-year reasonable and supportable period, there is an immediate reversion to a long-term expectation.

The models used to project losses utilize key credit quality indicators of the loan portfolios and predict how those attributes are expected to perform in connection with the forecasted economic conditions. In connection with this methodology, our modeling of current expected credit losses utilizes historical loan repayment experience since 2008 identifying loan variables (key credit quality indicators) that are significantly predictive of loans that will default and predicts how loans will perform in connection with the forecasted economic conditions.

The key credit quality indicators used by the model for Private Education Loans are credit scores (FICO scores), loan status, loan seasoning, certain types of loan modifications, the existence of a cosigner and school type:


Credit scores are an indicator of the credit risk of a customer and generally the higher the credit score the more likely it is the customer will be able to make all of their contractual payments.


Loan status affects the credit risk because generally a past due loan is more likely to default than an up-to-date loan. Additionally, loans in a deferred payment status have different credit risk profiles compared with those in current payment status.


Of the portfolio in repayment, loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments.


Certain types of loan modifications are those that represent the historical definition of a TDR prior to the implementation of ASU No. 2022-02 on January 1, 2023. Any loan that meets the historical definition of a TDR retains that classification, as a key credit quality indicator used for calculating the allowance for loan losses, for the life of the loan (including loans that met that definition in 2023). A TDR is where an economic concession (interest rate modifications, term extensions or forbearance greater than 3 months in the prior 24-month period) has been given to a borrower experiencing financial difficulties. This classification is not intended to reconcile in any way to the new modification disclosures required under ASU No. 2022-02.


The existence of a cosigner generally lowers the likelihood of default, thus lowering the credit risk.


The type of school customers attended can have an impact on their graduation rate and job prospects after graduation and therefore can affect their ability to make payments, which impacts the credit risk.

For FFELP Loans, the key credit quality indicators are loan status and loan type (Stafford, Consolidation and Rehab loans).

We project losses over the contractual term of our loans, including any extension options within the control of the borrower. Further, we make estimates regarding prepayments when determining our expected credit losses which are derived in the same manner discussed above.

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The forecasted economic conditions used in our modeling of expected losses are provided by a third party. The primary economic metrics we use in the economic forecast are unemployment, GDP, interest rates, consumer loan delinquency rates and consumer income. Several forecast scenarios are provided which represent the baseline economic expectations as well as favorable and adverse scenarios. We analyze and evaluate the alternative scenarios for reasonableness and determine the appropriate weighting of these alternative scenarios based upon the current economic conditions and our view of the likelihood and risks of the alternative scenarios.

We use historical customer payment experience to estimate the amount of future recoveries (and the resulting net charge-off rate) on defaulted Private Education Loans. We use judgment in determining whether historical performance is representative of what we expect to collect in the future. The amount of expected future recoveries on defaulted FFELP Loans is based on the contractual government guarantee (which generally limits the maximum loss to 3% of the loan balance).

Once our loss model calculations are performed, we determine if qualitative adjustments are needed for factors not reflected in the quantitative model. These adjustments may include, but are not limited to, changes in lending, servicing and collection policies and practices as well as the effect of other external factors such as the economy and changes in legal or regulatory requirements that impact the amount of future credit losses.

The Private Education Loan provision for loan losses of $67 million in 2023 included $25 million in connection with loan originations, $35 million related to internal policy changes being made to reflect changing regulatory expectations related to school misconduct discharges on certain populations of private loans, $29 million related to changes in the net charge-off rates on defaulted loans, $23 million in connection with the resolution of certain private legacy loans in bankruptcy and $22 million related to a general reserve build, which was partially offset by a $67 million reduction in connection with the adoption of a new accounting standard (ASU No. 2022-02) (see "Results of Operations — GAAP Comparison of 2023 Results with 2022" for further details). The FFELP Loan provision for loan losses of $56 million was primarily a result of the continued extension of the portfolio and the resulting increase in both the expected future defaults and the premium allocated to all expected future defaults. The extension of the portfolio is primarily the result of the continued increase in the usage of Income Dependent Repayment (IDR) plans by borrowers in this portfolio. This has the effect of extending the expected maturity date on the loans in which borrowers use IDR.

With respect to the $35 million of Private Education Loan provision for loan losses related to changing regulatory expectations related to school misconduct, we estimated the amount of loans that will apply and be approved for loan discharge which is inherently judgmental. With respect to the $23 million provision for loan losses discussed above, relating to the resolution of certain private legacy loans in bankruptcy, we considered the expected amount of discharges related to expected litigation settlements. See "Note 12 — Commitments, Contingencies and Guarantees" for further discussion of this matter.

We evaluated and considered several forecasted economic scenarios when determining our allowance for loan losses and provision. We also considered the characteristics of our loan portfolio and its expected behavior in the forecasted economic scenarios. There has been a decline in the forecasted economic conditions since December 31, 2022 which has been incorporated into our allowance for loan loss as of December 31, 2023. This decline in economic conditions is seen in an increase in forecasted unemployment rates and consumer loan delinquency rates and a decrease in nominal GDP growth. There is uncertainty as to the ultimate impact to the economy from historically high inflation over the prior two years and the significant increase in interest rates that occurred in 2022 and 2023. There is also uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits that previously occurred. These conclusions and adjustments were based on an evaluation of current and forecasted economic conditions. If future economic conditions are significantly worse than what was assumed as a part of this assessment, it could result in additional provision for loan loss being recorded in future periods.

The evaluation of the allowance for loan losses is inherently subjective, as it requires material estimates and assumptions that are used to project losses over the remaining life of the portfolio (in excess of 15 years). These assumptions and estimates are susceptible to significant changes. If actual future performance in delinquency, charge-offs and recoveries are significantly different than estimated, or management’s assumptions or practices were to change, this could materially affect our estimate of the allowance for loan losses and the related provision for loan losses on our income statement.

Goodwill Impairment Assessment

In determining annually (or more frequently if required) whether goodwill is impaired, we complete a goodwill impairment analysis which may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. Qualitative factors considered in conjunction with a qualitative analysis include: (1) the amount of cushion that existed the last time a quantitative test was completed which requires performing a valuation of the reporting unit, the resulting value of which is compared to the carrying value of the reporting unit, (2) macroeconomic factors (economy), (3) industry specific factors (growth or deterioration of the market; regulatory/political developments), (4) cost factors (margins), (5) financial performance of the reporting unit itself, (6) other specific items (litigation, change in management or key personnel) and (7) whether a sustained decrease in our

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share price is indicative of a decline in value of the specific reporting unit. There can be significant judgment involved in assessing these qualitative factors. If, based on a qualitative analysis, we determine it is “more-likely-than-not” that the fair value of a reporting unit is less than its carrying amount, we also complete a quantitative impairment analysis. In lieu of performing a qualitative assessment, we may proceed directly to a quantitative impairment analysis. A quantitative goodwill impairment analysis requires a comparison of the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds the reporting unit’s fair value (the amount we believe a third party would pay for such reporting unit), the goodwill associated with the reporting unit will be impaired in an amount equal to the difference between the reporting unit’s fair value and its carrying value, not to exceed the carrying value of goodwill attributed to the reporting unit. There are significant judgments involved in determining the fair value of a reporting unit, including determining the appropriate valuation approach or approaches to utilize and the assumptions to apply including estimates of projected future cash flows which incorporate estimated future revenues, expenses, net income and capital expenditures from and related to existing and new business activities and appropriate market multiples, discount rates and growth rates. An appropriate resulting control premium is also considered. The reporting units with goodwill for which we estimate fair value are not publicly traded and for some reporting units directly comparable market data may not be available to aid in its valuation.

Navient tests goodwill as of October 1 each year or at interim dates if an event occurs or circumstances exist such that it is determined that it is "more-likely-than-not" that the fair value of the reporting unit is less than its carrying value (the qualitative test). Such an event or circumstance is a triggering event. If it is concluded that a triggering event has occurred at an interim date, a quantitative impairment test must be performed. Despite certain negative macroeconomic conditions during 2023, primarily the high interest rate environment, the financial results of each of our reporting units with goodwill were strong in 2023, and Navient’s stock price improved during 2023 achieving a share price of $18.62 per share at December 31, 2023 compared to $16.45 per share at December 31, 2022. In addition, these reporting units have substantial cushion (as discussed further below), which provides a strong indication that the goodwill associated with these reporting units is not impaired. As a result, at March 31, June 30, and September 30, 2023, we concluded that no triggering events occurred with respect to these reporting units to warrant performing an interim quantitative impairment test.

We performed annual impairment testing as of October 1, 2023. For each of our reporting units with goodwill including our FFELP Loans, Private Education Legacy In-School Loans, Private Education Refinance Loans, Private Education Recent In-School Loans and Federal Education Loan Servicing reporting units (collectively, the Loan reporting units) and our Government Services and Healthcare Services reporting units (collectively, the Business Processing reporting units), we assessed relevant qualitative factors to determine whether it is “more-likely-than-not” that the fair value of an individual reporting unit is less than its carrying value. We considered the amount of excess fair values over the carrying values (the cushion) of each of the Loan reporting units, as of October 1, 2022 when we last performed a quantitative goodwill impairment test by engaging an independent appraiser to estimate the fair values of these reporting units since the fair values of these reporting units were substantially in excess of their carrying amounts. The current outlook and cash flows for the FFELP Loans, Federal Education Loan Servicing and Private Education Legacy In-School Loans reporting units have not changed significantly since our 2022 assessment. The cash flows for these reporting units continue to decline consistent with our expectations as the underlying portfolios amortize. For the Private Education Recent In-School Loans reporting unit, we considered the increase in brand awareness in 2023 of Earnest, a wholly owned subsidiary of Navient, through development and rollout of new programs and product offerings and Navient’s continued success utilizing its Going Merry platform to enable students to match to and apply for scholarships, institutional aid and government grants. Strong in-school origination growth is expected in 2024 with sustained growth expected in the future. No goodwill was deemed impaired for these reporting units as of October 1, 2023 after assessing these relevant qualitative factors. For the FFELP Loans reporting unit, due to the runoff nature of the portfolio and the passage of time, our current projections of future cash flows would result in goodwill being partially impaired in 2025. This is based on estimated cash flows and, as a result, this future impairment date may change.

We also considered the amount of excess fair value over the carrying values of the Business Processing reporting units (the cushion) as of October 1, 2022, when we last performed a quantitative goodwill impairment test by engaging an independent appraiser to estimate the fair values of these reporting units since the fair values of these reporting units were substantially in excess of their carrying values. The outlook and long-term cash flow projections for these reporting units remain favorable and have not changed significantly since our 2022 quantitative impairment assessment despite the expected wind down of significant contracts acquired in 2020 and 2021 to implement and administer programs under the CARES act and perform contact tracing and vaccine administration services during the COVID-19 pandemic. In 2023 there was a $9 million aggregate decrease in Business Processing reporting unit revenue from 2022, as expected and forecasted. This decline was the result of an $83 million aggregate reduction in revenue from the wind-down of the pandemic-related contracts; however, this reduction was largely offset by a $74 million aggregate increase in revenue from services for our traditional clients. The cash flows from traditional service offerings increased significantly, returning to and in some instances exceeding pre-pandemic levels despite inflationary pressures in certain sectors. These reporting units also acquired new contracts in 2023, which are expected to yield significant benefit in future periods. No goodwill was deemed impaired for these reporting units after assessing these relevant qualitative factors.

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For each of our reporting units, we also considered the current regulatory and legislative environment, the current economic environment, our 2023 earnings, 2024 expected earnings, market expectations regarding our stock price, and our market capitalization in relation to book equity and concluded that no goodwill associated with our reporting units was impaired. Although our market capitalization was less than our book equity at October 1 and December 31, 2023, we have concluded that our market capitalization in relation to our book equity does not indicate impairment of our reporting units’ respective goodwill at October 1 and December 31, 2023. Our market capitalization is not indicative of the value of our reporting units with goodwill on a standalone basis. Additionally, the implied control premium at October 1 and December 31, 2023 is a reasonable control premium above the then current stock price.

If the regulatory environment changes such that it negatively impacts our reporting units or future economic conditions are significantly worse than what was assumed as a part of our annual impairment testing for each of our reporting units, goodwill attributed to our reporting units could be impaired in future periods.

Loan Premium and Discount Amortization

The Company had a net unamortized premium balance of $180 million, or 0.32%, in connection with its $56 billion education loan portfolio as of December 31, 2023. The most judgmental estimate for premium and discount amortization on education loans is the Constant Prepayment Rate (CPR), which measures the rate at which loans in the portfolio pay down principal compared to their stated terms. In determining the CPR we only consider payments made in excess of contractually required payments. This would include loans that are refinanced or consolidated and other early payoff activity. These activities are generally affected by changes in our business strategy, changes in our competitors’ business strategies, legislative changes including the ability to consolidate, interest rates and changes to the current economic and credit environment. When we determine the CPR, we begin with historical prepayment rates. We make judgments about which historical period to start with and then make further judgments about whether that historical experience is representative of future expectations and whether additional adjustment may be needed to those historical prepayment rates.

As a result of the passage of the Health Care and Education Reconciliation Act of 2010 (HCERA), there is no longer the ability to consolidate loans under the FFELP although there are other consolidation options with ED and private refinancing options with Navient and other lenders. At this time, we expect CPRs related to our FFELP Loans to remain relatively stable over time, unless there is a regulatory change by ED or legislative change by Congress to either (1) forgive loan balances (which would result in Navient receiving cash for the amounts forgiven resulting in a prepayment of principal) or (2) encourage or force consolidation. Some education loan companies, including Navient, offer Private Education Loans to refinance a borrower’s loan (both FFELP and Private Education Loans). These products and the related expectation of use are built into the CPR assumption we use for FFELP and Private Education Loans. However, it is difficult to accurately project the timing and level at which this activity will continue, and our assumption may need to be updated by a material amount in the future based on changes in the economy, marketplace and legislation.

In 2023, there was a net $58 million increase in net interest income due to cumulative adjustments related to changes in prepayment speed and related remaining term assumptions used to amortize loan premiums and discounts. This primarily related to the following two items:


$48 million increase related to the continued extension of the remaining term to maturity of the FFELP Loan portfolio. This is primarily the result of the continued increase in the usage of Income Dependent Repayment (IDR) plans by borrowers in this portfolio. This has the effect of extending the expected maturity date on the loans in which borrowers use IDR. This results in the slowing down of the amortization of the premium on these loans which has the effect of increasing interest income in the period of the assumption change.


$10 million increase related to the Private Education Refinance Loan CPR decreasing from 15% to 10%. This CPR assumption decrease was primarily a result of borrowers with fixed interest rates having less of an incentive to refinance in light of the significant increase in interest rates that occurred in 2022 and 2023. The decrease in the CPR has the effect of slowing down the amortization of the premium on these loans which has the effect of increasing interest income in the period of the assumption change.

Impact of various federal loan forgiveness plans on accounting policies and estimates

On August 24, 2022, the Biden-Harris Administration announced its Student Debt Relief (SDR) Plan. The SDR Plan would have provided up to $20,000 in one-time debt relief to income-qualified recipients with ED held student loans and a repayment pause on ED held loans. Privately held FFELP Loans, like ours, were not eligible for debt forgiveness.

A number of states and private organizations initiated legal challenges to the SDR Plan in various courts throughout the country. On June 30, 2023, the Supreme Court ruled that ED was prohibited from implementing the SDR Plan, and student loan payments on ED held loans resumed in October 2023. After the invalidation of the SDR Plan, ED announced that it had begun a new rulemaking process to consider other ways to provide debt relief to borrowers, which could include borrowers with privately held FFELP Loans. ED held several public meeting sessions with a

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negotiated rulemaking committee in the fourth quarter of 2023 and in the first quarter of 2024. ED is expected to publish proposed regulations for public comment in May 2024.

In addition, on July 10, 2023, ED issued final regulations on income-driven repayment plans for Direct loans, which are student loans held by ED. Eligible FFELP borrowers can access the new changes by consolidating their loans into the Direct Loan Program. The new regulations are effective July 1, 2024; however, ED has elected early implementation for some features starting July 30, 2023. The regulations provide a lower monthly loan payment on a Direct loan by decreasing discretionary income (i.e., taxable income over 225% of the federal poverty guideline), decreasing the percentage of discretionary income that must be paid toward a Direct loan to 5% (for undergraduates), and providing the option for married borrowers to exclude their spouse’s income from being factored by filing a separate tax return. Other changes provide for the elimination of accrued interest that is not covered by the monthly payment amount, provide credit towards loan forgiveness that counts certain periods of deferment and forbearance, a shorter loan forgiveness period (10-years) for borrowers with an original principal balance less than or equal to $12,000, and credit toward loan forgiveness for eligible payments on a Direct or FFELP loan that is repaid by a Direct Consolidation loan. This new income-driven repayment plan may increase consolidation activity in the future as FFELP borrowers consolidate their loans into the Direct Loan Program in order to be eligible for the new income-driven repayment plan. This could have a material impact on the Company’s results in future periods.

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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. We present the following non-GAAP financial measures: (1) Core Earnings, (2) Tangible Equity (as well as the Adjusted Tangible Equity Ratio), (3) EBITDA for the Business Processing segment, and (4) Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off Loans. Definitions for the non-GAAP financial measures and reconciliations are provided below, except that reconciliations of forward-looking non-GAAP financial measures are not provided because the Company is unable to provide such reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of certain items, including, but not limited to, the impact of any mark-to-market gains/losses resulting from our use of derivative instruments to hedge our economic risks.

1. Core Earnings

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 certain Core Earnings disclosures 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 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)
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

(2)
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.

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The following tables show our consolidated GAAP results, Core Earnings results (including for each reportable segment) along with the adjustments made to the income/expense items to reconcile the consolidated GAAP results to the Core Earnings results as required by GAAP and reported in “Note 15 — Segment Reporting.”

Year Ended December 31, 2023
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsFederal Education LoansConsumer LendingBusiness ProcessingOther
Interest income:
Education loans$4,266$2,901$1,369$$
Cash and investments153762750
Total interest income4,4192,9771,39650
Total interest expense3,5572,497816164
Net interest income (loss)862$32$52$84$946480580(114)
Less: provisions for loan losses1231235667
Net interest income (loss) after provisions for loan losses739424513(114)
Other income (loss):
Servicing revenue645212
Asset recovery and business processing revenue321321
Other revenue321425
Losses on debt repurchases(8)(8)
Total other income (loss)409(32)21(11)3986614321(3)
Expenses:
Direct operating expenses50872151285
Unallocated shared services expenses292292
Operating expenses80080072151285292
Goodwill and acquired intangible asset impairment and amortization10(10)(10)
Restructuring/other reorganization expenses252525
Total expenses835(10)(10)82572151285317
Income (loss) before income tax expense (benefit)313838339641837636(434)
Income tax expense (benefit)(2)85889399898(103)
Net income (loss)$228$$75$75$303$319$287$28$(331)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2023
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$84$$84
Total other income (loss)(11)(11)
Goodwill and acquired intangible asset impairment and amortization(10)(10)
Total Core Earnings adjustments to GAAP$73$1083
Income tax expense (benefit)8
Net income (loss)$75

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

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Year Ended December 31, 2022
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsFederal Education LoansConsumer LendingBusiness ProcessingOther
Interest income:
Education loans$3,161$1,955$1,195$$
Cash and investments62321020
Total interest income3,2231,9871,20520
Total interest expense2,1021,468611107
Net interest income (loss)1,121$(15)$(80)$(95)$1,026519594(87)
Less: provisions for loan losses797979
Net interest income (loss) after provisions for loan losses1,042519515(87)
Other income (loss):
Servicing revenue776512
Asset recovery and business processing revenue3366330
Other revenue203311
Total other income (loss)61615(186)(171)44510213330
Expenses:
Direct operating expenses534106148280
Unallocated shared services expenses242242
Operating expenses776776106148280242
Goodwill and acquired intangible asset impairment and amortization19(19)(19)
Restructuring/other reorganization expenses363636
Total expenses831(19)(19)812106148280278
Income (loss) before income tax expense (benefit)827(247)(247)58051538050(365)
Income tax expense (benefit)(2)182(60)(60)1221088010(76)
Net income (loss)$645$$(187)$(187)$458$407$300$40$(289)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2022
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$(95)$$(95)
Total other income (loss)(171)(171)
Goodwill and acquired intangible asset impairment and amortization(19)(19)
Total Core Earnings adjustments to GAAP$(266)$19(247)
Income tax expense (benefit)(60)
Net income (loss)$(187)

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

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Year Ended December 31, 2021
AdjustmentsReportable Segments
(Dollars in millions)Total GAAPReclassi- ficationsAdditions/ (Subtractions)Total Adjustments (1)Total Core EarningsFederal Education LoansConsumer LendingBusiness ProcessingOther
Interest income:
Education loans$2,645$1,405$1,181$$
Cash and investments321
Total interest income2,6481,4051,1831
Total interest expense1,31683054170
Net interest income (loss)1,332$(106)$(78)$(184)$1,148575642(69)
Less: provisions for loan losses(61)(61)(61)
Net interest income (loss) after provisions for loan losses1,393575703(69)
Other income (loss):
Servicing revenue1681626
Asset recovery and business processing revenue53951488
Other revenue94255
Gains on sales of loans7891
Losses on debt repurchases(73)(73)
Total other income (loss)806106(157)(51)75523897488(68)
Expenses:
Direct operating expenses745223162360
Unallocated shared services expenses462462
Operating expenses1,2071,207223162360462
Goodwill and acquired intangible asset impairment and amortization30(30)(30)
Restructuring/other reorganization expenses262626
Total expenses1,263(30)(30)1,233223162360488
Income (loss) before income tax expense (benefit)936(205)(205)731590638128(625)
Income tax expense (benefit)(2)219(39)(39)18013614629(131)
Net income (loss)$717$$(166)$(166)$551$454$492$99$(494)

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2021
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$(184)$$(184)
Total other income (loss)(51)(51)
Goodwill and acquired intangible asset impairment and amortization(30)(30)
Total Core Earnings adjustments to GAAP$(235)$30(205)
Income tax expense (benefit)(39)
Net income (loss)$(166)

(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.

Years Ended December 31,
(Dollars in millions)202320222021
GAAP net income$228$645$717
Core Earnings adjustments to GAAP:
Net impact of derivative accounting73(266)(235)
Net impact of goodwill and acquired intangible assets101930
Net income tax effect(8)6039
Total Core Earnings adjustments to GAAP75(187)(166)
Core Earnings net income$303$458$551

(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. 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 originally 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, basis swaps and at times, certain other interest rate swaps do not qualify for hedge accounting treatment and the stand-alone derivative is adjusted to fair value in the income statement with no consideration for the corresponding change in fair value of the hedged item.

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

Years Ended December 31,
(Dollars in millions)202320222021
Core Earnings derivative adjustments:
(Gains) losses on derivative and hedging activities, net, included in other income$(11)$(171)$(64)
Plus: (Gains) losses on fair value hedging activity included in interest expense46(83)(88)
Total (gains) losses in GAAP net income35(254)(152)
Plus: Reclassification of settlement income (expense) on derivative and hedging activities, net(1)32(15)(93)
Mark-to-market (gains) losses on derivative and hedging activities, net(2)67(269)(245)
Amortization of net premiums on Floor Income Contracts in net interest income for Core Earnings41239
Other derivative accounting adjustments(3)2(9)(29)
Total net impact of derivative accounting$73$(266)$(235)

(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.

Years Ended December 31,
(Dollars in millions)202320222021
Reclassification of settlements on derivative and hedging activities:
Net settlement expense on Floor Income Contracts reclassified to net interest income$$(23)$(98)
Net settlement income (expense) on interest rate swaps reclassified to net interest income328(8)
Net realized gains (losses) on terminated derivative contracts reclassified to other income13
Total reclassifications of settlement income (expense) on derivative and hedging activities$32$(15)$(93)

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

Years Ended December 31,
(Dollars in millions)202320222021
Fair value hedges$24$(50)$(39)
Foreign currency hedges22(33)(49)
Floor Income Contracts(65)(133)
Basis swaps(1)(1)(8)
Other22(120)(16)
Total mark-to-market (gains) losses on derivative and hedging activities, net$67$(269)$(245)

(3)
Other derivative accounting adjustments consist of adjustments related to 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 December 31, 2023, derivative accounting has decreased GAAP equity by approximately $1 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.

Years Ended December 31,
(Dollars in millions)202320222021
Beginning impact of derivative accounting on GAAP equity$122$(299)$(616)
Net impact of net mark-to-market gains (losses) under derivative accounting(1)(123)421317
Ending impact of derivative accounting on GAAP equity$(1)$122$(299)

(1)
Net impact of net mark-to-market gains (losses) under derivative accounting is composed of the following:

Years Ended December 31,
(Dollars in millions)202320222021
Total pre-tax net impact of derivative accounting recognized in net income(2)$(73)$266$235
Tax and other impacts of derivative accounting adjustments18(65)(59)
Change in mark-to-market gains (losses) on derivatives, net of tax recognized in other comprehensive income(68)220141
Net impact of net mark-to-market gains (losses) under derivative accounting$(123)$421$317

(2)
See “Core Earnings derivative adjustments” table above.

Hedging Embedded Floor Income

We use Floor Income Contracts, pay-fixed swaps and fixed rate debt to economically hedge embedded Floor Income in our FFELP Loans. Historically, we have used these instruments on a periodic basis and depending upon market conditions and pricing, we may enter into additional hedges in the future. Under GAAP, the Floor Income Contracts do not qualify for hedge accounting and the pay-fixed swaps are accounted for as cash flow hedges. The table below shows the amount of hedged Floor Income that will be recognized in Core Earnings in future periods based on these hedge strategies.

December 31,
(Dollars in millions)202320222021
Total hedged Floor Income, net of tax(1)(2)$90$200$325

(1)
$118 million, $254 million and $422 million on a pre-tax basis as of December 31, 2023, 2022 and 2021, respectively.

(2)
Of the $90 million as of December 31, 2023, approximately $37 million, $20 million, $16 million and $10 million will be recognized as part of Core Earnings in 2024, 2025, 2026 and 2027, respectively.

(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.

Years Ended December 31,
(Dollars in millions)202320222021
Core Earnings goodwill and acquired intangible asset adjustments$10$19$30

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2. Adjusted Tangible Equity Ratio

Adjusted Tangible Equity Ratio measures the ratio of Navient’s Tangible Equity to its tangible assets. We adjust this ratio to exclude the assets and equity associated with our FFELP Loan portfolio because FFELP Loans are no longer originated and the FFELP Loan portfolio bears a 3% maximum loss exposure under the terms of the federal guaranty. Management believes that excluding this portfolio from the ratio enhances its usefulness to investors. Management uses this ratio, in addition to other metrics, for analysis and decision making related to capital allocation decisions. The Adjusted Tangible Equity Ratio is calculated as:

(Dollars in billions)December 31, 2023December 31, 2022
Navient Corporation's stockholders' equity$2,760$2,977
Less: Goodwill and acquired intangible assets695705
Tangible Equity2,0652,272
Less: Equity held for FFELP Loans190218
Adjusted Tangible Equity$1,875$2,054
Divided by:
Total assets$61,375$70,795
Less:
Goodwill and acquired intangible assets695705
FFELP Loans37,92543,525
Adjusted tangible assets$22,755$26,565
Adjusted Tangible Equity Ratio8.2%7.7%

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

This 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:

Years Ended December 31,
(Dollars in millions)202320222021
Pre-tax income$36$50$128
Plus:
Depreciation and amortization expense(1)338
EBITDA$39$53$136
Divided by:
Total revenue$321$330$488
EBITDA margin12%16%28%

(1)
There is no interest expense in this segment.

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4. Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off

Loans

The allowance for loan losses on the Private Education Loan portfolio used for the three credit metrics below excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in connection with the loans on balance sheet that have not charged off. That is, as of December 31, 2023, the $843 million Private Education Loan allowance for loan losses excluding expected future recoveries on previously fully charged-off loans represents the current expected credit losses that remain in connection with the $17,519 million Private Education Loan portfolio. The $226 million of expected future recoveries on previously fully charged-off loans, which is collected over an average 15-year period, mechanically is a reduction to the overall allowance for loan losses. However, it is not related to the $17,519 million Private Education Loan portfolio on our balance sheet and, as a result, management excludes this impact to the allowance to better evaluate and assess our overall credit loss coverage on the Private Education Loan portfolio. We believe this provides a more meaningful and holistic view of the available credit loss coverage on our non-charged-off Private Education Loan portfolio. We believe this information is useful to our investors, lenders and rating agencies.

Allowance for Loan Losses Metrics – Private Education Loans

For the Year Ended December 31,
202320222021
(Dollars in millions)
Allowance at end of period (GAAP)$617$800$1,009
Plus: expected future recoveries on previously fully charged-off loans226274329
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)$843$1,074$1,338
Ending total loans$17,519$19,525$21,180
Ending loans in repayment$16,796$18,770$20,284
Net charge-offs$298$343$169
Allowance coverage of charge-offs (annualized):
GAAP2.12.36.0
Adjustment(1).7.81.9
Non-GAAP Financial Measure(1)2.83.17.9
Allowance as a percentage of the ending total loan balance:
GAAP3.5%4.1%4.8%
Adjustment(1)1.31.41.5
Non-GAAP Financial Measure(1)4.8%5.5%6.3%
Allowance as a percentage of the ending loans in repayment:
GAAP3.7%4.2%5.0%
Adjustment(1)1.31.51.6
Non-GAAP Financial Measure(1)5.0%5.7%6.6%

(1)
The allowance used for these credit metrics excludes the expected future recoveries on previously fully charged-off loans. See discussion above.

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Risk Management

Our Approach

Navient’s identification, understanding and effective management of the risks inherent in our business are critical to our continued success. We assign risk oversight, management and assessment responsibilities at various levels within our organization and continuously coordinate these activities. We maintain comprehensive risk management practices to identify, measure, monitor, evaluate, control and report on our significant risks and we routinely evaluate these practices to determine whether they are functioning properly and can be improved.

Risk Management Philosophy

Navient’s risk management philosophy is to ensure all significant risks inherent in our business are identified, measured, monitored, evaluated, controlled and reported. In furtherance of these goals, Navient


maintains a comprehensive and uniform risk management framework;


follows a “Three Lines Model” structure based upon: (1) accountability and ownership at the business area level for risks inherent in their activities (first line of defense); (2) supporting areas, such as Human Resources, Legal, Compliance, Finance and Accounting, Information Technology and Information Security, monitor, guide and advise the business areas in their respective areas of expertise (second line of defense); and (3) Internal Audit independently reviews business and support areas to ensure compliance with applicable laws, regulations and internal policies and procedures (third line of defense);


provides appropriate reporting to management and our Board of Directors and their respective committees; and


trains our employees on our risk management processes and philosophy.

Risk Oversight, Roles and Responsibilities

Responsibility for risk management is assigned at several different levels of our organization, including our Board of Directors and its committees. Each business area within our organization is primarily responsible for managing its specific risks. In addition, our second line of defense support areas are responsible for providing our business areas with the training, systems and specialized expertise necessary to properly perform their risk management responsibilities.

Board of Directors. The Navient Board of Directors and its standing committees oversee our strategic direction, including setting our risk management philosophy, tolerance and parameters; and assessing the risks our businesses face as well as our risk management practices. It approves our annual business plan, periodically reviews our strategic approach and priorities and spends significant time considering our capital requirements and our dividend and share repurchase levels and activities. We escalate to our Board of Directors any significant departures from established tolerances and parameters and review new and emerging risks with them. Standing committees of our Board of Directors include Executive, Audit, Compensation and Human Resources, Nominations and Governance, and Risk. Charters for each committee providing their specific responsibilities and areas of risk oversight are published on our website together with the names of the directors serving on these committees.

Chief Executive Officer. Our Chief Executive Officer is responsible for establishing our risk management culture and ensuring business areas operate within risk parameters and in accordance with our annual business plan.

Chief Risk and Compliance Officer. Our Chief Risk and Compliance Officer is responsible for ensuring proper oversight, management and reporting to our Board of Directors and management regarding our risk management practices.

Enterprise Risk and Compliance Committee. Our Enterprise Risk and Compliance Committee is an executive management-level committee where senior management reviews our significant risks, receives reports on adherence to established risk parameters, provides direction on mitigation of our risks and closure of issues and supervises our enterprise risk management program. This committee also oversees regulatory compliance risk management activities including regulatory compliance training, regulatory compliance change management, compliance risk assessment, transactional testing and monitoring, customer complaint monitoring, policies and procedures, privacy and information sharing practices, compliance with the Sarbanes-Oxley Act of 2002, and our Code of Business Conduct. This committee also evaluates risks associated with new or modified business and makes recommendations regarding proposed business initiatives based on their inherent risks and controls.

Credit and Loan Loss Committee. Our Credit and Loan Loss Committee is an executive management-level committee that oversees our credit and portfolio management monitoring and strategies, the sufficiency of our loan loss reserves, and current or emerging issues affecting delinquency and default trends which may result in adjustments in our allowances for loan losses.

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Disclosure Committee. Our Disclosure Committee reviews our periodic SEC reporting documents, earnings releases and related disclosure policies and procedures, and evaluates whether modified or additional disclosures are required.

Asset and Liability Committee. Our Asset and Liability Committee oversees our investment portfolio and strategy and our compliance with our investment policy.

Other Management-Level Committees. We have other management-level committees that oversee various other Navient business activities including critical accounting assumptions, human resources management, and incentive compensation governance.

Internal Audit Risk Assessment

Navient’s Internal Audit function monitors Navient’s various risk management and compliance efforts, identifies areas that may require increased focus and resources, and reports its findings and recommendations to executive management and the Audit Committee of our Board of Directors. Internal Audit performs an annual risk assessment evaluating the risk of all significant components of our company and uses the results to develop an annual risk-based internal audit plan as well as a multi-year rotational audit schedule.

Risk Appetite Framework

Navient’s Risk Appetite Framework establishes the level of risk we are willing to accept within each risk category in pursuit of our business strategy. The Risk Committee of our Board of Directors reviews our Risk Appetite Framework annually, helping to ensure consistency in our business decisions, monitoring and reporting. Our management-level Enterprise Risk and Compliance Committee monitors approved risk limits and thresholds to ensure our businesses are operating within approved risk limits. Through ongoing monitoring of risk exposures, management identifies potential risks and develops appropriate responses and mitigation strategies.

Risk Categories

Our Risk Appetite Framework segments Navient’s risks across nine domains: (1) credit; (2) market; (3) funding and liquidity; (4) operational; (5) compliance; (6) legal; (7) governance; (8) reputational/political; and (9) strategic.

Credit Risk. Credit risk is the risk to earnings or capital resulting from an obligor’s failure to meet the terms of any contract with us or otherwise fail to perform as agreed. Navient has credit or counterparty risk exposure with borrowers and cosigners of our Private Education Loans and Private Education Refinance Loans, counterparties with whom we have entered derivative or other similar contracts and entities with whom we make investments. Credit and counterparty risks are overseen by our Chief Risk and Compliance Officer and our management-level Credit and Loan Loss Committee. The credit risk related to our Private Education Loans and Private Education Refinance Loans is managed within a credit risk infrastructure which includes: (i) a well-defined underwriting, asset quality and collection policy framework; (ii) an ongoing monitoring and review process of portfolio concentration and trends; (iii) assignment and management of credit and loss forecasting authorities and responsibilities; and (iv) establishment of an allowance for loan losses. Credit risk related to derivative contracts is managed by reviewing counterparties for credit strength on an ongoing basis and through our credit policies, which place limits on our exposure with any single counterparty and, in most cases, require collateral to secure the position. Our Chief Risk and Compliance Officer reports regularly to both the Risk and Audit Committees of our Board of Directors on credit risk management.

Market Risk. Market risk is the risk to earnings or capital resulting from changes in market conditions, such as interest rates, index mismatches, credit spreads, commodity prices or volatilities. Navient is exposed to various types of market risk, including mismatches between the maturity/duration of assets and liabilities, interest rate risk and other risks that arise through the management of our investment, debt and education loan portfolios. Market risk exposure is overseen by our Chief Financial Officer and our management-level Asset and Liability Committee, which are responsible for managing market risks associated with our assets and liabilities and recommending limits to be included in our risk appetite and investment structure. These activities are closely tied to those related to the management of our funding and liquidity risks. The Risk Committee of our Board of Directors periodically reviews and approves the investment, asset and liability management policies, establishes and monitors various tolerances or other risk measurements, as well as contingency funding plans developed and administered by our Asset and Liability Committee. The Risk Committee and our Chief Financial Officer report to the full Board of Directors on matters of market risk management.

Funding and Liquidity Risk. Funding and liquidity risk is the risk to earnings, capital or the conduct of our business arising from the inability to meet our obligations when they become due without incurring unacceptable losses, such as the ability to fund liability maturities or invest in future asset growth and business operations at reasonable market rates. Our primary liquidity risks are any mismatch between the maturity of our assets and liabilities and the servicing of our indebtedness. Navient’s Chief Financial Officer oversees our funding and liquidity management activities and is responsible for planning and executing our funding activities and strategies, analyzing and monitoring our liquidity risk, maintaining excess liquidity and accessing diverse funding sources depending on current market conditions. Funding and liquidity risks are overseen and recommendations approved primarily through our management-level

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Asset and Liability Committee. The Risk Committee of our Board of Directors periodically reviews and approves our funding and liquidity positions and the contingency funding plan developed and administered by our Asset and Liability Committee. The Risk Committee also receives regular reports on our performance against funding and liquidity plans at each of its meetings.

Operational Risk. Operational risk is the risk to earnings or the conduct of our business resulting from inadequate or failed internal processes, people or systems or from external events. Operational risk is pervasive, existing in all business areas, functional units, legal entities and geographic locations, and it includes information technology risk, cybersecurity risk, physical security risk on tangible assets, third-party vendor risk, legal risk, compliance risk and reputational risk. Operational risk exposures are managed by business area management and our second and third lines of defense, with oversight by our management-level committees. The Board of Directors or the Risk Committee of our Board receives operations reports at each regularly scheduled meeting. The Board of Directors or the Risk Committee of our Board also receives business development updates regarding our various business initiatives, receives periodic information security and cybersecurity updates and reviews operational and systems-related matters to ensure their implementation produces no significant internal control issues.

Compliance, Legal and Governance Risk. Compliance, legal and governance risks are subsets of operational risk but are recognized as a separate and complementary risk category given their importance in our business. Compliance risk is the risk to earnings, capital or reputation arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards. Legal risk is the risk to earnings, capital or reputation manifested by claims made through the legal system and may arise from a product or service, a transaction, a business relationship, property (real, personal or intellectual), conduct of an employee or change in law or regulation. Governance risk is the risk of not establishing and maintaining a control environment that aligns with stakeholder and regulatory expectations, including tone at the top and board performance. These risks are inherent in all of our businesses. The Audit Committee of our Board of Directors oversees our monitoring and control of legal and compliance risks. The Audit Committee annually reviews our Compliance Plan and significant breaches of our Code of Business Conduct and receives regular reports from executive management responsible for the regulatory and compliance risk management functions. The Board of Directors and the Audit Committee receive reports on significant litigation and regulatory matters at each regularly scheduled meeting.

Reputational/Political Risk. Reputational risk is the risk to earnings or capital arising from damage to our reputation in the view of, or loss of the trust of, customers and the general public. Political risk is the closely related risk to earnings or capital arising from damage to our relationships with governmental entities, regulators and political leaders and candidates. These risks can arise due to both our own acts and omissions (both real and perceived), and the acts and omissions of other industry participants or other third parties, and they are inherent in all of our businesses. Reputational risk and political risk are managed through a combination of business area management and our second and third lines of defense. The Nominations and Governance Committee of our Board of Directors oversees our reputational and political risk and regularly receives reports on these matters.

Strategic Risk. Strategic risk is the risk to earnings or capital arising from our potential inability to successfully carry out our strategy. This risk can arise due to both our own acts or omissions, and the acts or omissions of other industry participants or other third parties, and it is inherent in all of our businesses. Strategic risk is managed through a combination of business area management and our second and third lines of defense.

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Supervision and Regulation

Regulatory Oversight

We operate in a highly regulated industry where many aspects of our businesses are subject to federal and state regulation and administrative oversight. The following is a summary of the material statutes and regulations currently applicable to us and our subsidiaries. We may become subject to additional laws, rules or regulations in the future. This summary is not a comprehensive analysis of all applicable laws and is qualified by reference to the full text of the statutes and regulations referenced below.

The Dodd-Frank Act was adopted to reform and strengthen regulation and supervision of the U.S. financial services industry. It contains comprehensive provisions that govern the practices and oversight of financial institutions and other participants in the financial markets. It imposes additional regulations, requirements and oversight on almost every aspect of the U.S. financial services industry, including increased capital and liquidity requirements, limits on leverage and enhanced supervisory authority. Some of these provisions apply to Navient and its various businesses and securitization vehicles.

The CFPB has authority to write regulations under federal consumer financial protection laws and to directly or indirectly enforce those laws and examine financial institutions for compliance. The CFPB is authorized to impose fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities. It also has authority to prevent unfair, deceptive or abusive practices. In January 2017, the CFPB filed a lawsuit against Navient alleging several unfair, deceptive or abusive practices, and other violations of consumer protection statutes. Additional information on the CFPB lawsuit is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

The Dodd-Frank Act also authorizes state officials to enforce regulations issued by the CFPB and to enforce the Dodd-Frank Act’s general prohibition against unfair, deceptive and abusive practices. The Attorneys General of the State of Illinois, the State of Washington, the Commonwealth of Pennsylvania, the State of California, the State of Mississippi and the State of New Jersey also filed lawsuits against Navient and some of its subsidiaries containing similar alleged violations of consumer protection laws as those alleged in the CFPB lawsuit as well as several additional areas. These cases were settled by mutual agreement between the Company and various State Attorneys General. Additional information on these lawsuits is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

Higher Education Act (HEA). The HEA is the primary law that authorizes and regulates federal student aid programs for higher education. Navient is subject to the HEA and its education loan operations are periodically reviewed by ED and Guarantors or entities acting on their behalf. As a servicer of federal education loans, Navient is subject to ED regulations regarding financial responsibility and administrative capability that govern all third-party servicers of insured education loans. In connection with its servicing operations on behalf of Guarantor clients, Navient must comply with ED regulations that govern Guarantor activities as well as agreements for reimbursement between ED and our Guarantor clients. While the HEA is required to be reviewed and "reauthorized" by Congress every five years, Congress has not reauthorized the HEA since 2008, choosing to temporarily extend the Act each year since 2013. During the COVID-19 pandemic, the Biden-Harris Administration and ED have relied upon The CARES Act and The HEROs Act to provide the legislative authority necessary to delay or cancel direct student loan payments. We cannot predict whether or when legislation will be passed or how it would impact us.

Federal Financial Institutions Examination Council. As a service provider to financial institutions, Navient is subject to periodic examination by the Federal Financial Institutions Examination Council (FFIEC). FFIEC is a formal interagency body of the U.S. government empowered to prescribe uniform principles, standards, and report forms for the federal examination of financial institutions by the Federal Reserve Banks (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration, the Office of the Comptroller of the Currency and the CFPB and to make recommendations to promote uniformity in the supervision of financial institutions.

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Consumer Protection and Privacy. Navient’s Consumer Lending and Federal Education Loan segments are subject to federal and state consumer protection, privacy and related laws and regulations and are subject to supervision and examination by the CFPB and various state agencies. Some of the more significant federal laws and regulations include:


various laws governing unfair, deceptive or abusive acts or practices;


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


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


the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of race, creed or other prohibited factors in extending credit;


the Servicemembers Civil Relief Act (SCRA), which applies to all debts incurred prior to commencement of active military service (including education loans) and limits the amount of interest, including certain fees or charges that are related to the obligation or liability; and


the Telephone Consumer Protection Act (TCPA), which governs communication methods that may be used to contact customers.

Navient’s Business Processing segment is subject to federal and state consumer protection, privacy and related laws and regulations, as well as certain activities, supervision and examination by the CFPB and various state agencies. Some of the more significant federal statutes are the Fair Debt Collection Practices Act and additional provisions of the acts listed above, as well as the HEA and the various laws and regulations that pertain to government contractors. These activities are also subject to state laws and regulations similar to the federal laws and regulations listed above.

Regulatory Outlook

In 2024, we expect the regulatory environment for the business in which we operate will continue to be challenging. We anticipate that regulators will be more focused on conducting regulatory audits and initiating enforcement actions.

We anticipate a number of prominent themes will emerge:


The number and configuration of regulators, particularly the CFPB, State Attorneys General and various state legislators, is likely to change which may add to the complexity, cost and unpredictability of timing for resolution of particular regulatory issues.


The regulatory, compliance and risk control structures of financial institutions subject to enforcement actions by state and federal regulators are frequently cited, regardless of whether past practices have been changed, and enforcement orders have often included detailed demands for increased compliance, audit and board supervision, as well as the use of third-party consultants or monitors to recommend further changes or monitor remediation efforts.


Issues first identified with respect to one consumer product class or distribution channel are sometimes applied to other product classes or channels.

For a discussion of potential upcoming ED regulations after the invalidation of the Student Debt Relief Plan, see "Segment Results — Federal Education Loans Segments — Various Federal Loan Forgiveness Plans."

We expect that consumer protection regulations, standards, supervision, examination and enforcement practices will continue to evolve in both detail and scope as well as being more unpredictable than in previous periods. This evolution has added and may continue to significantly add to Navient’s compliance, servicing and operating costs. We have invested in compliance through multiple steps including realignment of Navient’s compliance management system to a lending, servicing, collections and business services business model; dedicated compliance resources for certain topics to focus on consumer expectations; formation of business support operations to enhance risk, control and compliance functions in each business area; additional regulatory training for front-line employees to ensure obligations are understood and followed during interactions with customers, as well as additional regulatory training for our Board of Directors to enhance their ability to oversee the Company’s risk framework and compliance as it and the regulatory environment changes; and expanded oversight and analysis of complaint trends to identify and remediate, if necessary, areas of potential consumer harm. Despite these increased activities, our current operations and compliance processes may not satisfy evolving regulatory standards. Past practices or products may continue to be the focus of examinations, inquiries or lawsuits. As a result of our recent strategic announcements, we anticipate the need to further restructure and realign our compliance efforts and focus with our evolving footprint and businesses.

As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management,” Navient has implemented a coordinated, formal enterprise risk management system aimed at reducing business and regulatory risks.

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Listed below are some of the most significant recent and pending regulatory changes that have the potential to affect Navient.

Education Loan Servicing and Consumer Lending. The CFPB has been active in the education loan industry and undertook a number of initiatives in recent years relative to the private education loan market and education loan servicing. In addition, several states have enacted various state servicing and licensing requirements. It is possible that more states will propose or pass similar or different requirements on either holders of education loans or their servicers. Depending on the nature of these laws or rules, they may impose additional or different requirements than Navient faces at the federal level.

Debt Collection Supervision. The CFPB also maintains supervisory authority over larger consumer debt collectors and in late 2021 implemented changes to Regulation F governing the collection of third-party consumer debt. The CFPB’s rules do not preempt the various and varied levels of state consumer and collection regulations to which the activities of Navient’s subsidiaries are currently subject. Navient also utilizes third-party debt collectors to collect defaulted and charged-off education loans and will continue to be responsible for oversight of their procedures and controls.

Oversight of Derivatives. The Dodd-Frank Act created a comprehensive new regulatory framework for derivatives transactions under the Commodity Futures Trading Commission (CFTC), other prudential regulators and the SEC. This framework, among other things, subjects certain swap participants to new capital and margin requirements, recordkeeping and business conduct standards and imposes registration and regulation of swap dealers and major swap participants. Even where Navient or a securitization trust sponsored by Navient qualifies for an exemption, many of its derivatives counterparties are subject to capital, margin and business conduct requirements and therefore Navient’s business may be impacted. Where Navient or the securitization trusts it sponsors do not qualify for an exemption, Navient or an existing or future securitization trust sponsored by Navient may be unable to enter into new swaps to hedge interest rate or currency risk or the costs associated with such swaps may increase. With respect to existing securitization trusts, an inability to amend, novate or otherwise materially modify existing swap contracts could result in a downgrade of its outstanding asset-backed securities. As a result, Navient’s business, ability to access the capital markets for financing and costs may be impacted by these regulations.

Legal Proceedings

For a discussion of legal matters as of December 31, 2023, please refer to “Note 12 – Commitments, Contingencies and Guarantees” to our consolidated financial statements included in this report, which is incorporated into this item by reference.

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FY 2022 10-K MD&A

SEC filing source: 0000950170-23-004376.

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

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

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

The objective of this discussion and analysis is to allow investors to view the company from management’s perspective. Accordingly, we provide the reader with 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. The discussion that follows is primarily focused on 2022 versus 2021 results. Discussion and analysis of 2021 results compared to 2020 is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on February 25, 2022.

Selected Historical Financial Information and Ratios

Years Ended December 31,
(In millions, except per share data)202220212020
GAAP Basis
Net income(1)$645$717$412
Diluted earnings per common share$4.49$4.18$2.12
Weighted average shares used to compute diluted earnings per share144172195
Return on assets.87%.88%.47%
Dividends per common share$.64$.64$.64
Return on common stockholders’ equity22%27%17%
Dividend payout ratio14%15%30%
Average equity/average assets3.78%3.20%2.60%
Total assets$70,795$80,605$87,412
Total borrowings$66,896$76,978$83,945
Total Navient Corporation stockholders’ equity$2,977$2,597$2,433
Book value per common share$22.86$16.89$13.06
Core Earnings Basis(2)
Net income(1)(2)$458$551$631
Diluted earnings per common share(2)$3.19$3.21$3.24
Adjusted diluted earnings per common share(2)$3.43$4.45$3.40
Weighted average shares used to compute diluted earnings per share144172195
Net interest margin, Federal Education Loans segment1.01%.99%.99%
Net interest margin, Consumer Lending segment2.81%2.92%3.20%
Return on assets.62%.68%.71%
Education Loan Portfolios
Ending FFELP Loans, net$43,525$52,641$58,284
Ending Private Education Loans, net18,72520,17121,079
Ending total education loans, net$62,250$72,812$79,363
Average FFELP Loans$49,183$56,018$61,522
Average Private Education Loans20,52421,22522,720
Average total education loans$69,707$77,243$84,242

(1)
Regulatory expenses are excluded from Adjusted Core Earnings(2) expenses, and for 2021 included $170 million, on an after-tax basis, related to the resolution of previously disclosed litigation. See “Results of Operations – GAAP Comparison of 2022 Results with 2021” for further details. This expense equaled $0.99 per share for 2021.

(2)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures – Core Earnings.”

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The Year in Review

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 include 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 certain Core Earnings disclosures in the notes to our consolidated financial statements for our business segments. See “Non-GAAP Financial Measures — Core Earnings” for a further discussion and a complete reconciliation between GAAP net income and Core Earnings.

2022 GAAP net income was $645 million ($4.49 diluted earnings per share), compared with $717 million ($4.18 diluted earnings per share) in the prior year. See “Results of Operations – Comparison of 2022 Results with 2021” for a discussion of the primary contributors to the change in GAAP earnings between periods.

2022 Core Earnings net income was $458 million ($3.19 diluted Core Earnings per share), compared with $551 million ($3.21 diluted Core Earnings per share) for 2021. Full-year 2022 and 2021 adjusted diluted Core Earnings(1) per share were $3.43 and $4.45, respectively. See “Segment Results” for a discussion of the primary contributors to the change in Core Earnings between periods.

The business environment ended 2022 very differently than it started. Inflation pressured operating expenses, rising interest rates and CARES Act extensions significantly reduced demand for student loan refinancing, and various loan forgiveness proposals and programs created uncertainty. In addition, we saw a decline in forecasted economic conditions which is expected to continue through 2023 and possibly further.

A strength of our franchise is our ability to adjust to both expected and unexpected events and deliver for our customers and investors. For example, in 2022 we:


Grew in-school originations 52%


Leveraged our Business Processing relationships to win new business


Adjusted our Refinance Loan marketing spend to reflect reduced demand due to higher rates and the continuation of interest free federal loans


Implemented hedging strategies and efficient funding programs that mitigated the impact of rising interest rates to our net interest margins


Successfully reduced operating expense in a high inflationary environment


Returned significant capital to our shareholders


Strengthened our capital significantly


Continued to simplify and de-risk our business

These results demonstrate our ability to deliver strong financial performance even in disruptive economic environments. Navient is focused on delivering exceptional results by executing our strategy: delivering on our growth potential, maximizing our loan portfolio cash flows, continuously improving our operating efficiency and prudent and consistent capital management.

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Financial highlights of 2022 include:

Federal Education Loans segment:


Net income of $407 million.


Net interest margin of 1.01%.

Consumer Lending segment:


Net income of $300 million.


Net interest margin of 2.81%.


Originated $2.0 billion of Private Education Loans.

Business Processing segment:


EBITDA(1) of $53 million.


Revenue of $330 million.

Capital, funding and liquidity:


Adjusted tangible equity ratio(1) of 7.7%.


Repurchased $400 million of common shares. $600 million common share repurchase authority remains outstanding.


Paid $91 million in common stock dividends.


Issued $1.7 billion in term ABS.

Expenses:


Adjusted Core Earnings expenses(1) of $769 million, down $205 million from $974 million in the prior year.

Navient’s Response to COVID-19

Since its emergence in early 2020, the impacts of COVID-19 have been dynamic and unpredictable. In response to COVID-19, we prioritized the safety of our employees and business partners, while continually striving to support the needs of our customers and communities. During 2021 and 2022, the COVID-19 pandemic and long-lasting changes it has produced have continued to affect our business operations. The future direct and indirect impact of the pandemic on our businesses, results of operations and financial condition remains uncertain. Should current economic conditions deteriorate or if public health worsened due to various factors, such conditions could have an adverse effect on our businesses and results of operations and could adversely affect our financial condition.

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Results of Operations

GAAP Income Statements

Increase (Decrease)
Years Ended December 31,2022 vs. 20212021 vs. 2020
(Dollars in millions, except per share amounts)202220212020$%$%
Interest income
FFELP Loans$1,966$1,464$1,837$50234%$(373)(20)%
Private Education Loans1,1951,1811,445141(264)(18)
Cash and investments62316591,967(13)(81)
Total interest income3,2232,6483,29857522(650)(20)
Total interest expense2,1021,3162,04678660(730)(36)
Net interest income1,1211,3321,252(211)(16)806
Less: provisions for loan losses79(61)155140230(216)(139)
Net interest income after provisions for loan losses1,0421,3931,097(351)(25)29627
Other income (loss):
Servicing revenue77168214(91)(54)(46)(21)
Asset recovery and business processing revenue336539458(203)(38)8118
Other income323020271050
Gains on sales of loans78(78)(100)78100
Losses on debt repurchases(73)(6)73(100)(67)1,117
Gains (losses) on derivative and hedging activities, net17164(256)107167320125
Total other income616806430(190)(24)37687
Expenses:
Operating expenses7761,207964(431)(36)24325
Goodwill and acquired intangible assets impairment and amortization expense193022(11)(37)836
Restructuring/other reorganization expenses36269103817189
Total expenses8311,263995(432)(34)26827
Income before income tax expense827936532(109)(12)40476
Income tax expense182219120(37)(17)9983
Net income$645$717$412$(72)(10)%$30574%
Basic earnings per common share$4.54$4.23$2.14$.317%$2.0998%
Diluted earnings per common share$4.49$4.18$2.12$.317%$2.0697%
Dividends per common share$.64$.64$.64$%$%

14

GAAP Comparison of 2022 Results with 2021

For the year ended December 31, 2022, net income was $645 million, or $4.49 diluted earnings per common share, compared with net income of $717 million, or $4.18 diluted earnings per common share, for the year-ago period.

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


Net interest income decreased by $211 million primarily as a result of the paydown of the FFELP and Private Education in-school loan portfolios and an increase in interest rates. This was partially offset by an increase in net interest income from the Private Education Refinance Loan portfolio as a result of increases in both the portfolio size (average balance) and net interest margin.


Provisions for loan losses increased $140 million from $(61) million to $79 million:

o
The provision for FFELP Loan losses remained unchanged at $0.

o
The provision for Private Education Loan losses increased $140 million from $(61) million to $79 million.

The Private Education Loan provision for loan losses of $79 million in the current period included $34 million of provision in connection with loan originations and $45 million related to a reserve build in connection with a decline in forecasted economic conditions. The negative provision of $(61) million in the year-ago period was related to the reversal of both $107 million of allowance for loan losses in connection with the sale of approximately $1.6 billion of Private Education Loans discussed below and $18 million related to a reserve release, partially offset by $64 million of provision related to loan originations.


Servicing revenue decreased $91 million primarily related to the transfer of the ED servicing contract to a third party in October 2021.


Asset recovery and business processing revenue decreased $203 million primarily as a result of a $158 million decrease in revenue earned in our Business Processing segment due to the expected $183 million reduction in revenue from the wind-down of pandemic-related contracts, which was partially offset by a $25 million increase in revenue from services for our traditional services clients. The remaining $45 million decrease was related to revenue earned in our Federal Education Loan segment and was due to the CARES Act’s impact on collection activities.


Gains on sales of loans decreased $78 million in connection with the sale of approximately $1.6 billion of Private Education Loans in 2021. There were no such sales in the current period.


Losses on debt repurchases decreased $73 million. We repurchased $2.6 billion of debt at a $73 million loss in the year-ago period. There were no debt repurchases in the current period.


Net gains on derivative and hedging activities increased $107 million. The primary factors affecting the change were interest rate fluctuations. Valuations of derivative instruments fluctuate based upon many factors including changes in interest rates and other market factors. As a result, net gains and losses on derivative and hedging activities may vary significantly in future periods.


Excluding net regulatory-related expenses of $7 million and $233 million in 2022 and 2021, respectively, operating expenses were $769 million and $974 million in 2022 and 2021, respectively. This $205 million decrease was primarily related to the transfer of the ED servicing contract and the decline in Business Processing segment pandemic-related revenue. Included in 2021 regulatory expenses was $205 million related to the resolution of previously disclosed litigation.


During 2022 and 2021, the Company incurred $36 million and $26 million, respectively, of restructuring/other reorganization expenses, primarily due to severance-related costs, facility lease terminations and the impairment of a facility held for sale. Expense in 2022 primarily relates to severance in connection with the Company’s decision to exit (primarily the FFELP asset recovery business) and consolidate certain business lines and other efficiency initiatives. Expense in 2021 primarily relates to facility lease terminations and the impairment of a facility that was subsequently sold as the Company reduced and consolidated its facility footprint to become more efficient.

We repurchased 24.8 million and 34.4 million shares of our common stock during 2022 and 2021, respectively. As a result, our average outstanding diluted shares decreased by 28 million common shares (or 16%) from the year-ago period.

15

Segment Results

Federal Education Loans Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2022202120202022 vs. 20212021 vs. 2020
Interest income:
FFELP Loans$1,955$1,405$1,81339%(23)%
Cash and investments327100(100)
Total interest income1,9871,4051,82041(23)
Total interest expense1,4688301,19477(30)
Net interest income519575626(10)(8)
Less: provision for loan losses13(100)
Net interest income after provision for loan losses519575613(10)(6)
Other income (loss):
Servicing revenue65162208(60)(22)
Asset recovery and business processing revenue651154(88)(67)
Other income3125924178
Total other income102238371(57)(36)
Direct operating expenses106223287(52)(22)
Income before income tax expense515590697(13)(15)
Income tax expense108136160(21)(15)
Net income$407$454$537(10)%(15)%

Highlights of 2022 vs. 2021


Net income was $407 million compared to $454 million.


Net interest income decreased $56 million primarily due to the paydown of the portfolio as well as an increase in interest rates. Approximately half of the paydown of the portfolio was the result of borrowers consolidating their loans with ED as part of the Public Services Loan Forgiveness Program.


Provision for loan losses remained at $0.

o
Net charge-offs were $40 million compared to $26 million.

o
Delinquencies greater than 90 days were $3.3 billion compared to $2.1 billion.

o
Forbearances were $7.6 billion compared to $6.3 billion.


Other revenue decreased $136 million primarily related to the transfer of the ED servicing contract to a third party in October 2021 as well as a decrease in asset recovery revenue.


Expenses were $117 million lower as a result of the paydown of the loan portfolio and the decrease in other revenue discussed above.

16

Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202220212020
Segment net interest margin1.01%.99%.99%
FFELP Loans:
FFELP Loan spread1.11%1.06%1.06%
Provision for loan losses$$$13
Net charge-offs$40$26$49
Net charge-off rate.10%.06%.10%
Greater than 30-days delinquency rate15.6%10.6%9.2%
Greater than 90-days delinquency rate9.6%4.8%4.6%
Forbearance rate18.1%12.4%13.8%
Average FFELP Loans$49,183$56,018$61,522
Ending FFELP Loans, net$43,525$52,641$58,284
(Dollars in billions)
Number of accounts serviced for ED (in millions)(1)5.6
Total federal loans serviced(1)$51$61$284

(1)
Closed on the novation and transfer of our ED servicing contract to a third party in October 2021. As of year-end 2022, we serviced $51 billion in FFELP (federally guaranteed) loans.

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202220212020
FFELP Loan yield3.55%1.91%2.30%
Floor Income.42.60.65
FFELP Loan net yield3.972.512.95
FFELP Loan cost of funds(2.86)(1.45)(1.89)
FFELP Loan spread1.111.061.06
Other interest-earning asset spread impact(.10)(.07)(.07)
Net interest margin(1)1.01%.99%.99%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202220212020
FFELP Loans$49,183$56,018$61,522
Other interest-earning assets2,1101,8161,847
Total FFELP Loan interest-earning assets$51,293$57,834$63,369

As of December 31, 2022, our FFELP Loan portfolio totaled $43.5 billion, comprised of $15.7 billion of FFELP Stafford Loans and $27.8 billion of FFELP Consolidation Loans. The weighted-average life of these portfolios as of December 31, 2022 was 7 years and 8 years, respectively, assuming a Constant Prepayment Rate (CPR) of 8% and 5%, respectively.

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 December 31, 2022 and 2021, based on interest rates as of those dates.

(Dollars in billions)December 31, 2022December 31, 2021
Education loans eligible to earn Floor Income$43.2$52.4
Less: post-March 31, 2006 disbursed loans required to rebate Floor Income(20.5)(24.3)
Less: economically hedged Floor Income(12.3)(11.7)
Education loans eligible to earn Floor Income after rebates and economically hedged$10.4$16.4
Education loans earning Floor Income$$11.3

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 January 1, 2023 to December 31, 2027.

(Dollars in billions)20232024202520262027
Average balance of FFELP Consolidation Loans whose Floor Income is economically hedged$7.8$2.0$1.0$1.0$.3

17

Servicing Revenue

Servicing revenue decreased $97 million primarily related to the transfer of the ED servicing contract to a third party in October 2021. To aid in the transition, Navient provided limited services in 2022 to the third party through a transition services agreement. As part of the transaction, approximately 700 Navient employees were transferred to the third party. This transaction provided a seamless transition for millions of borrowers ensuring the ongoing servicing capacity for ED through the knowledge transfer and ongoing employment of 700 employees. Additional benefits to Navient of this transaction are the simplification of our business, reducing our overall risk profile and avoiding significant severance expense.

Third-party loan servicing fees in 2022 and 2021 included $0 and $104 million, respectively, of servicing revenue related to the ED servicing contract.

Asset Recovery and Business Processing Revenue

Asset recovery and business processing revenue decreased $45 million primarily as a result of COVID-19 and the CARES Act's impact on certain collection and processing activities (temporary stoppage or other restrictions on certain activities).

Operating Expenses

Operating expenses for the Federal Education Loans segment primarily include costs incurred to perform servicing and asset recovery activities on our FFELP Loan portfolio and federal education loans held by other institutions. Expenses were $117 million lower, primarily as a result of the decrease in servicing and asset recovery revenue discussed above.

Federal Loan Forgiveness

On August 24, 2022, the Biden-Harris Administration announced its Student Debt Relief (SDR) Plan. The SDR Plan provides up to $20,000 in one-time debt relief to income-qualified recipients with ED held student loans and initially extended the repayment pause on ED held loans through December 31, 2022. This repayment pause has been further extended as detailed below. Privately held FFELP Loans themselves, like ours, do not qualify for debt forgiveness.

Following the initial announcement of the SDR Plan, ED provided more specific guidance on debt relief through its studentaid.gov website on September 29, 2022. Following publication of the SDR Plan, a number of states and private organizations initiated legal challenges to the SDR Plan in various courts throughout the country, which ultimately resulted in the implementation of the SDR Plan being disallowed. The Biden-Harris Administration and ED subsequently appealed both cases to the Supreme Court of the United States which has agreed to hear the cases on February 28, 2023, and a ruling is expected prior to the end of the Supreme Court's current term. If the SDR Plan has not been implemented and the litigation is not resolved by June 30, 2023, payments are scheduled to resume 60 days after that date. While the current version of the SDR Plan provides that borrowers with federal student loans not held by ED cannot obtain one-time debt relief by consolidating those loans into Direct Loans, ED states that they are assessing whether there are alternative pathways to provide relief to borrowers with federal student loans not held by ED, including FFELP Loans.

We estimate that borrowers with approximately $600 million of FFELP Loans (1% of the FFELP portfolio’s average 2022 balance) had consolidated their loans with ED prior to the deadline to qualify for debt relief established by the SDR Plan.

As a result, there was not a material impact on the Company’s accounting and related 2022 results related to the SDR Plan as currently:

1.
Privately held FFELP Loans themselves, like ours, do not qualify for debt forgiveness, and

2.
ED required FFELP borrowers to apply to consolidate their loans into the Direct Loan program prior to September 29, 2022, to qualify for their loan forgiveness.

As a result, at this time we do not expect there to be incremental consolidation activity in the future related to potential loan forgiveness under the SDR Plan.

18

Consumer Lending Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2022202120202022 vs. 20212021 vs. 2020
Interest income:
Private Education Loans$1,195$1,181$1,4451%(18)%
Cash and investments1023400(33)
Interest income1,2051,1831,4482(18)
Interest expense61154169913(23)
Net interest income594642749(7)(14)
Less: provision for loan losses79(61)142230(143)
Net interest income after provision for loan losses515703607(27)16
Other income (loss):
Servicing revenue1266100
Other income1100
Gains on sales of loans91(100)100
Total other income13976(87)1,517
Direct operating expenses148162146(9)11
Income before income tax expense380638467(40)37
Income tax expense80146107(45)36
Net income$300$492$360(39)%37%

Highlights of 2022 vs. 2021


Originated $2.0 billion of Private Education Loans compared to $6.0 billion.

o
Refinance Loan originations were $1.7 billion compared to $5.8 billion. The decrease in originations is primarily the result of borrowers with fixed interest rate loans having less of an incentive to refinance in light of the significant increase in interest rates that occurred in 2022.

o
In-school loan originations increased 52% to $322 million compared to $212 million.


Net income was $300 million compared to $492 million.


Net interest income decreased $48 million primarily due to the paydown of the in-school loan portfolio. This was partially offset by an increase in the net interest margin on the Refinance Loan portfolio.


Provision for loan losses increased $140 million. The provision for loan losses of $79 million in the current period included $34 million of provision in connection with loan originations and $45 million related to a reserve build in connection with a decline in forecasted economic conditions. The negative provision of $(61) million in the year-ago period was related to the reversal of both $107 million of allowance for loan losses in connection with the sale of approximately $1.6 billion of Private Education Loans and $18 million related to a reserve release, partially offset by $64 million of provision related to loan originations. The increases in charge-offs and delinquencies detailed below are primarily the result of loans that were experiencing repayment difficulties pre-COVID returning to repayment after pandemic relief.

o
Excluding the $30 million and $16 million, respectively, of charge-offs on the expected future recoveries of previously fully charged-off loans, net charge-offs were $313 million compared with $153 million.

o
Private Education Loan delinquencies greater than 90 days: $411 million, up $114 million from $297 million.

o
Private Education Loan forbearances: $401 million, down $134 million from $535 million.


Gains on sales of loans decreased $91 million in connection with the sale of approximately $1.6 billion of Private Education Loans in 2021. There were no such sales in the current year.


Expenses decreased $14 million primarily due to a decline in servicing expense.

19

Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202220212020
Segment net interest margin2.81%2.92%3.20%
Private Education Loans:
Private Education Loan spread2.95%3.12%3.40%
Provision for loan losses$79$(61)$142
Net charge-offs(1)$313$153$184
Net charge-off rate(1)1.59%.76%.88%
Greater than 30-days delinquency rate5.0%3.2%2.6%
Greater than 90-days delinquency rate2.2%1.5%1.0%
Forbearance rate2.1%2.6%3.9%
Average Private Education Loans$20,524$21,225$22,720
Ending Private Education Loans, net$18,725$20,171$21,079
Private Education Refinance Loans:
Net charge-offs$20$11$8
Greater than 90-day delinquency rate.2%.1%.1%
Average balance of Private Education Refinance Loans$9,984$8,876$7,700
Ending balance of Private Education Refinance Loans$9,516$9,791$8,202
Private Education Refinance Loan originations$1,680$5,811$4,564

(1)
Excludes $30 million, $16 million and $23 million of charge-offs on the expected future recoveries of previously fully charged-off loans in 2022, 2021 and 2020, respectively, as a result of increasing the net charge-off rate on defaulted loans.

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202220212020
Private Education Loan yield5.82%5.57%6.36%
Private Education Loan cost of funds(2.87)(2.45)(2.96)
Private Education Loan spread2.953.123.40
Other interest-earning asset spread impact(.14)(.20)(.20)
Net interest margin(1)2.81%2.92%3.20%

(1)
The average balances of the interest-earning assets for the respective periods are:

Years Ended December 31,
(Dollars in millions)202220212020
Private Education Loans$20,524$21,225$22,720
Other interest-earning assets644787751
Total Private Education Loan interest-earning assets$21,168$22,012$23,471

The decrease in the net interest margin from the prior years is primarily due to the increase in the relative proportion of the higher quality, lower yielding Private Education refinance loan portfolio compared to the non-refinance portfolio.

As of December 31, 2022, our Private Education Loan portfolio totaled $18.7 billion, comprised of $9.5 billion of refinance loans and $9.2 billion of in-school loans. The weighted-average life of this portfolio as of December 31, 2022 was 4 years and 5 years, respectively, assuming a Constant Prepayment Rate (CPR) of 15% and 10%, respectively.

Provision for Loan Losses

The provision for Private Education Loan losses increased $140 million. The provision for loan losses of $79 million in the current period included $34 million of provision in connection with loan originations and $45 million related to a reserve build in connection with a decline in forecasted economic conditions. The negative provision of $(61) million in 2021 was related to the reversal of both $107 million of allowance for loan losses in connection with the sale of approximately $1.6 billion of Private Education Loans and $18 million related to a reserve release, partially offset by $64 million of provision related to loan originations.

Gains on Sales of Loans

Gains on sales of loans in 2022 decreased $91 million in connection with the sale of $1.6 billion of Private Education Loans in 2021. There were no such sales in 2022.

20

Operating Expenses

Operating expenses for our consumer lending segment include costs to originate, acquire, service and collect on our consumer loan portfolio. Operating expenses decreased $14 million primarily due to a decline in servicing expense.

Business Processing Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2022202120202022 vs. 20212021 vs. 2020
Business processing revenue$330$488$304(32)%61%
Direct operating expenses280360254(22)42
Income before income tax expense5012850(61)156
Income tax expense102911(66)164
Net income$40$99$39(60)%154%

Highlights of 2022 vs. 2021


Net income was $40 million compared to $99 million.


Revenue decreased $158 million due to the expected $183 million reduction in revenue from the wind-down of pandemic-related contracts, which was partially offset by a $25 million increase in revenue from services for our traditional government and healthcare services clients.


EBITDA(1) was $53 million, down $83 million, or 61%. The decrease in EBITDA(1) was primarily the result of the revenue decrease discussed above.

Key performance metrics are as follows:

As of December 31,
(Dollars in millions)202220212020
Revenue from government services$187$258$191
Revenue from healthcare services143230113
Total fee revenue$330$488$304
EBITDA(1)$53$136$57
EBITDA margin(1)16%28%19%

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

21

Other Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2022202120202022 vs. 20212021 vs. 2020
Net interest loss after provision for loan losses$(87)$(69)$(114)26%(39)%
Other income:
Other income511(100)(55)
Losses on debt repurchases(73)(6)(100)1,117
Total other income(68)5(100)(1,460)
Expenses:
Unallocated shared services expenses:
Unallocated information technology costs6965876(25)
Unallocated corporate costs173397190(56)109
Total unallocated shared services expenses242462277(48)67
Restructuring/other reorganization expenses3626938189
Total expenses278488286(43)71
Loss before income tax benefit(365)(625)(395)(42)58
Income tax benefit(76)(131)(90)(42)46
Net income (loss)$(289)$(494)$(305)(41)%62%

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. The amount of the net interest loss is primarily a result of the size of the liquidity portfolio as well as the cost of funds of the debt funding the corporate liquidity portfolio.

Losses on Debt Repurchases

Losses on debt repurchases decreased $73 million. We repurchased $2.6 billion of debt at a $73 million loss in 2021. There were no debt repurchases in 2022.

Unallocated Shared Services Expenses

Unallocated shared services expenses are comprised of costs primarily related to information technology costs related to infrastructure and operations, stock-based compensation expense, accounting, finance, legal, compliance and risk management, regulatory-related expenses, human resources, certain executive management and the board of directors. Regulatory-related expenses include actual settlement amounts as well as third-party professional fees we incur in connection with such regulatory matters and are presented net of any insurance reimbursements for covered costs related to such matters. On an adjusted basis, expenses increased $6 million from the prior year. Adjusted expenses exclude $7 million and $233 million, respectively, of regulatory-related expenses in 2022 and 2021.

Included in 2021 regulatory expenses was $205 million related to the resolution of previously disclosed litigation. See “Note 12 – Commitments, Contingencies and Guarantees” for further discussion.

See “Note 12 – Commitments, Contingencies and Guarantees” for a discussion of legal and regulatory matters where it is reasonably possible that a loss contingency exists. The Company is unable to anticipate the timing of a resolution or the impact that these matters 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.

Restructuring/Other Reorganization Expenses

During 2022 and 2021, the Company incurred $36 million and $26 million, respectively, of restructuring/other reorganization expenses, primarily due to severance-related costs, facility lease terminations and the impairment of a facility held for sale. Expense in 2022 primarily relates to severance in connection with the Company's decision to exit (primarily the FFELP asset recovery business) and consolidate certain business lines and other efficiency initiatives. Expense in 2021 primarily relates to facility lease terminations and the impairment of a facility that was subsequently sold as the Company reduced and consolidated its facility footprint to become more efficient.

22

Financial Condition

This section provides information regarding the balances, activity and credit performance metrics of our education loan portfolio.

Summary of our Education Loan Portfolio

Ending Education Loan Balances, net

December 31, 2022
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$16$$16$54$70
Grace, repayment and other(2)15,83427,89743,73119,47163,202
Total15,85027,89743,74719,52563,272
Allowance for loan losses(159)(63)(222)(800)(1,022)
Total education loan portfolio$15,691$27,834$43,525$18,725$62,250
% of total FFELP36%64%100%
% of total25%45%70%30%100%
December 31, 2021
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$20$$20$19$39
Grace, repayment and other(2)18,37934,50452,88321,16174,044
Total18,39934,50452,90321,18074,083
Allowance for loan losses(180)(82)(262)(1,009)(1,271)
Total education loan portfolio$18,219$34,422$52,641$20,171$72,812
% of total FFELP35%65%100%
% of total25%47%72%28%100%
December 31, 2020
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$30$$30$14$44
Grace, repayment and other(2)19,77138,77158,54222,15480,696
Total19,80138,77158,57222,16880,740
Allowance for loan losses(194)(94)(288)(1,089)(1,377)
Total education loan portfolio$19,607$38,677$58,284$21,079$79,363
% of total FFELP34%66%100%
% of total25%49%74%26%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.

23

Education Loan Activity

Year Ended December 31, 2022
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$18,219$34,422$52,641$20,171$72,812
Acquisitions (originations and purchases)(1)1122,0492,051
Capitalized interest and premium/discount amortization6417311,3722081,580
Refinancings and consolidations to third parties(1,851)(4,709)(6,560)(452)(7,012)
Repayments and other(1,319)(2,611)(3,930)(3,251)(7,181)
Ending balance$15,691$27,834$43,525$18,725$62,250
Year Ended December 31, 2021
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$19,607$38,677$58,284$21,079$79,363
Acquisitions (originations and purchases)(1)70411115,9936,104
Capitalized interest and premium/discount amortization6667621,4281861,614
Refinancings and consolidations to third parties(906)(1,819)(2,725)(529)(3,254)
Loan sales(1,613)(1,613)
Repayments and other(1,218)(3,239)(4,457)(4,945)(9,402)
Ending balance$18,219$34,422$52,641$20,171$72,812
Year Ended December 31, 2020
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$21,723$42,852$64,575$22,245$86,820
Acquisitions (originations and purchases)1918374,6044,641
Capitalized interest and premium/discount amortization7157371,4522311,683
Refinancings and consolidations to third parties(934)(1,285)(2,219)(578)(2,797)
Repayments and other(1,916)(3,645)(5,561)(5,423)(10,984)
Ending balance$19,607$38,677$58,284$21,079$79,363

(1)
Includes the origination of $390 million, $1.7 billion and $1.0 billion of Private Education Refinance Loans in 2022, 2021 and 2020, respectively, that refinanced FFELP and Private Education Loans that were on our balance sheet.

24

FFELP Loan Portfolio Performance

December 31,
202220212020
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$1,772$2,220$2,791
Loans in forbearance(2)7,6036,2927,725
Loans in repayment and percentage of each status:
Loans current29,00484.4%39,67989.4%43,62390.8%
Loans delinquent 31-60 days(3)1,2473.61,6963.81,3742.9
Loans delinquent 61-90 days(3)8332.49042.08361.7
Loans delinquent greater than 90 days(3)3,2889.62,1124.82,2234.6
Total FFELP Loans in repayment34,372100%44,391100%48,056100%
Total FFELP Loans43,74752,90358,572
FFELP Loan allowance for losses(222)(262)(288)
FFELP Loans, net$43,525$52,641$58,284
Percentage of FFELP Loans in repayment78.6%83.9%82.0%
Delinquencies as a percentage of FFELP Loans in repayment15.6%10.6%9.2%
FFELP Loans in forbearance as a percentage of loans in repayment and forbearance18.1%12.4%13.8%

(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 payments due to hardship or other factors such as disaster relief, including COVID-19 relief programs.

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

Private Education Loan Portfolio Performance

December 31,
202220212020
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$354$361$483
Loans in forbearance(2)401535844
Loans in repayment and percentage of each status:
Loans current17,83895.0%19,63496.8%20,28797.4%
Loans delinquent 31-60 days(3)3351.82221.12111.0
Loans delinquent 61-90 days(3)1861.0131.6126.6
Loans delinquent greater than 90 days(3)4112.22971.52171.0
Total Private Education Loans in repayment18,770100%20,284100%20,841100%
Total Private Education Loans19,52521,18022,168
Private Education Loan allowance for losses(800)(1,009)(1,089)
Private Education Loans, net$18,725$20,171$21,079
Percentage of Private Education Loans in repayment96.1%95.8%94.0%
Delinquencies as a percentage of Private Education Loans in repayment5.0%3.2%2.6%
Loans in forbearance as a percentage of loans in repayment and forbearance2.1%2.6%3.9%
Percentage of Private Education Loans with a cosigner (4)33%35%41%

(1)
Loans for customers who are attending school or are in other permitted educational activities and are not yet required to make payments on their loans, e.g., internship periods, as well as loans for customers who have requested and qualify for other permitted program deferments such as various military eligible deferments.

(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, including COVID-19 relief programs, 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 all periods presented.

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Allowance for Loan Losses

Year Ended December 31, 2022
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$262$1,009$1,271
Total provision7979
Charge-offs:
Gross charge-offs(40)(370)(410)
Expected future recoveries on current period gross charge-offs5757
Total(1)(40)(313)(353)
Adjustment resulting from the change in charge-off rate(2)(30)(30)
Net charge-offs(40)(343)(383)
Decrease in expected future recoveries on previously fully charged-off loans(3)5555
Allowance at end of period (GAAP)2228001,022
Plus: expected future recoveries on previously fully charged-off loans(3)274274
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(4)$222$1,074$1,296
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in the charge-off rate(2).10%1.59%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(2)%.15%
Net charge-offs as a percentage of average loans in repayment.10%1.74%
Allowance coverage of charge-offs(4)5.53.1(Non-GAAP)
Allowance as a percentage of the ending total loan balance(4).5%5.5%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(4).6%5.7%(Non-GAAP)
Ending total loans$43,747$19,525
Average loans in repayment$40,332$19,796
Ending loans in repayment$34,372$18,770

(1)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(2)
An increase in the net charge-off rate on defaulted Private Education Loans in 2022 resulted in a $30 million reduction in the balance of expected future recoveries on previously fully charged-off loans.

(3)
At the end of each month, for Private Education Loans that are 212 days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2022
Beginning of period expected future recoveries on previously fully charged-off loans$329
Expected future recoveries of current period defaults57
Recoveries (cash collected)(56)
Charge-offs (as a result of lower recovery expectations)(56)
End of period expected future recoveries on previously fully charged-off loans$274
Change in balance during period$(55)

(4)
For Private Education Loans, the item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Year Ended December 31, 2021
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$288$1,089$1,377
Provision:
Reversal of allowance related to loan sales(1)(107)(107)
Remaining provision4646
Total provision(61)(61)
Charge-offs:
Gross charge-offs(26)(175)(201)
Expected future recoveries on current period gross charge-offs2222
Total(2)(26)(153)(179)
Adjustment resulting from the change in charge-off rate(3)(16)(16)
Net charge-offs(26)(169)(195)
Decrease in expected future recoveries on previously fully charged-off loans(4)150150
Allowance at end of period (GAAP)2621,0091,271
Plus: expected future recoveries on previously fully charged-off loans(4)329329
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(5)$262$1,338$1,600
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in the charge-off rate(3).06%.76%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(3)%.08%
Net charge-offs as a percentage of average loans in repayment.06%.84%
Allowance coverage of charge-offs(5)10.07.9(Non-GAAP)
Allowance as a percentage of the ending total loan balance(5).5%6.3%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(5).6%6.6%(Non-GAAP)
Ending total loans$52,903$21,180
Average loans in repayment$45,781$20,150
Ending loans in repayment$44,390$20,284

(1)
In connection with the sale of approximately $1.6 billion of Private Education Loans in 2021.

(2)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(3)
An increase in the net charge-off rate on defaulted Private Education Loans in 2021 resulted in a $16 million reduction in the balance of expected future recoveries on previously fully charged-off loans.

(4)
At the end of each month, for Private Education Loans that are 212 days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans:

Year Ended December 31,
(Dollars in millions)2021
Beginning of period expected future recoveries on previously fully charged-off loans$479
Expected future recoveries of current period defaults22
Recoveries (cash collected)(87)
Charge-offs (as a result of lower recovery expectations)(35)
Reduction in expected recoveries related to regulatory settlement(6)(50)
End of period expected future recoveries on previously fully charged-off loans$329
Change in balance during period$(150)

(5)
For Private Education Loans, the item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

(6)
See “Results of Operations – GAAP Comparison of 2022 Results with 2021” for further details.

27

Year Ended December 31, 2020
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$64$1,048$1,112
Transition adjustment made under CECL on January 1, 2020(1)260(3)257
Allowance at beginning of period after transition adjustment to CECL3241,0451,369
Total provision13142155
Charge-offs:
Gross charge-offs(49)(216)(265)
Expected future recoveries on current period gross charge-offs3232
Total(2)(49)(184)(233)
Adjustment resulting from the change in charge-off rate(3)(23)(23)
Net charge-offs(49)(207)(256)
Decrease in expected future recoveries on previously fully charged-off loans(4)109109
Allowance at end of period (GAAP)2881,0891,377
Plus: expected future recoveries on previously fully charged-off loans(4)479479
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)(5)$288$1,568$1,856
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in the charge-off rate(3).10%.88%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(3)%.11%
Net charge-offs as a percentage of average loans in repayment.10%.99%
Allowance coverage of charge-offs(5)5.97.6(Non-GAAP)
Allowance as a percentage of the ending total loan balance(5).5%7.1%(Non-GAAP)
Allowance as a percentage of the ending loans in repayment(5).6%7.5%(Non-GAAP)
Ending total loans$58,572$22,168
Average loans in repayment$48,130$20,790
Ending loans in repayment$48,057$20,841

(1)
For a further discussion of our adoption of CECL, see “Note 2 – Significant Accounting Policies.”

(2)
Charge-offs are reported net of expected recoveries. For Private Education Loans, we charge off the estimated loss of a defaulted loan balance by charging off the entire defaulted loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” For FFELP Loans, the recovery is received at the time of charge-off.

(3)
An increase in the net charge-off rate on defaulted Private Education Loans in 2020 resulted in a $23 million reduction in the balance of expected future recoveries on previously fully charged-off loans.

(4)
At the end of each month, for Private Education Loans that are 212 days past due, we charge off the estimated loss of a defaulted loan balance by charging off the entire loan balance and estimating recoveries on a pool basis. These estimated recoveries are referred to as “expected future recoveries on previously fully charged-off loans.” If actual periodic recoveries are less than expected, the difference is immediately reflected as a reduction to expected future recoveries on previously fully charged-off 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. The following table summarizes the activity in the expected future recoveries on previously fully charged-off loans.

Year Ended December 31,
(Dollars in millions)2020
Beginning of period expected future recoveries on previously fully charged-off loans$588
Expected future recoveries of current period defaults32
Recoveries (cash collected)(107)
Charge-offs (as a result of lower recovery expectations)(34)
End of period expected future recoveries on previously fully charged-off loans$479
Change in balance during period$(109)

(5)
For Private Education Loans, the item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Liquidity and Capital Resources

Funding and Liquidity Risk Management

The following “Liquidity and Capital Resources” discussion concentrates primarily on our Federal Education Loans and Consumer Lending segments. Our Business Processing and Other segments require minimal liquidity 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 our common stock. To achieve these objectives, we analyze and monitor our liquidity needs and maintain excess liquidity and access to 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 rating 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 rating 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 totaling $7.0 billion at December 31, 2022. 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 $1.3 billion of senior unsecured notes that mature in the short term (i.e., over the next 12 months) and the remaining $5.7 billion of senior unsecured notes that mature in the long term (from 2023 to 2043 with 80% maturing by 2029), through a number of sources. These sources include our cash on hand, unencumbered FFELP Loan and Private Education Refinance Loan portfolios (see “Sources of Primary Liquidity” below), the predictable operating cash flows provided by operating activities, 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 (a portion of which is obtained through a forward purchase agreement). We also have purchased and may purchase, in future periods, Private Education Loan and FFELP Loan portfolios from third parties. Loan originations and purchases are part of our ongoing liquidity needs. We repurchased 24.8 million shares of common stock for $400 million in 2022 and have $600 million of unused share repurchase authority as of December 31, 2022.

29

Sources of Primary Liquidity

Ending BalancesAverage Balances
December 31,Years Ended December 31,
(Dollars in millions)20222021202220212020
Unrestricted cash and liquid investments$1,535$905$1,157$1,209$1,358
Unencumbered FFELP Loans68124167220320
Unencumbered Private Education Refinance Loans55383235642582
Total$1,658$1,412$1,559$2,071$2,260

Sources of Additional Liquidity

Liquidity may also be available under our secured credit facilities. Maximum borrowing capacity under the FFELP Loan and Private Education Loan asset-backed commercial paper (ABCP) 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 loans. The following tables detail the additional borrowing capacity of these facilities with maturity dates ranging from June 2023 to April 2024.

MaximumAverage Maximum
Additional CapacityAdditional Capacity
December 31,Years Ended December 31,
(Dollars in millions)202220212020202220212020
FFELP Loan ABCP facilities$101$546$506$275$514$482
Private Education Loan ABCP facilities1,2482,2352,2211,9982,3511,586
Total$1,349$2,781$2,727$2,273$2,865$2,068

At December 31, 2022, we had a total of $4.1 billion of unencumbered tangible assets inclusive of those listed in the table above as sources of primary liquidity. Total unencumbered education loans comprised $1.6 billion principal of our unencumbered tangible assets of which $1.5 billion and $68 million related to Private Education Loans and FFELP Loans, respectively. In addition, as of December 31, 2022, we had $5.2 billion of encumbered net assets (i.e., overcollateralization) in our various financing facilities (consolidated variable interest entities). Our secured financing facilities include Private Education Loan ABS Repurchase Facilities, which had $0.7 billion outstanding as of December 31, 2022. These repurchase facilities are collateralized by the net assets in previously issued Private Education Loan ABS trusts and have had a cost of funds lower than that of a new unsecured debt issuance.

The following table reconciles encumbered and unencumbered assets and their net impact on total Tangible Equity.

(Dollars in billions)December 31, 2022December 31, 2021
Net assets of consolidated variable interest entities (encumbered assets) — FFELP Loans$3.7$3.8
Net assets of consolidated variable interest entities (encumbered assets) — Private Education Loans1.51.7
Tangible unencumbered assets(1)4.14.5
Senior unsecured debt(7.0)(7.0)
Mark-to-market on unsecured hedged debt(2).3(.3)
Other liabilities, net(.3)(.8)
Total Tangible Equity(1)$2.3$1.9

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

(2)
At December 31, 2022 and 2021, there were $(285) million and $324 million, respectively, of net gains (losses) on derivatives hedging this debt in unencumbered assets, which partially offset these gains (losses).

30

Borrowings

Ending Balances

December 31, 2022December 31, 2021December 31, 2020
(Dollars in millions)Short TermLong TermTotalShort TermLong TermTotalShort TermLong TermTotal
Unsecured borrowings:
Senior unsecured debt$1,301$5,711$7,012$$7,014$7,014$677$7,714$8,391
Total unsecured borrowings1,3015,7117,0127,0147,0146777,7148,391
Secured borrowings:
FFELP Loan securitizations7642,67542,75151,84151,84154,69754,697
Private Education Loan securitizations72512,74413,46954314,07414,61796013,89114,851
FFELP Loan ABCP facilities9233861,3092821504322,0534792,532
Private Education Loan ABCP facilities2,7342,7341,3631,1522,5152,5822,582
Other121121302302337337
Total secured borrowings4,57955,80560,3842,49067,21769,7075,93269,06774,999
Core Earnings basis borrowings(1)5,88061,51667,3962,49074,23176,7216,60976,78183,390
Adjustment for GAAP accounting treatment(10)(490)(500)2572574551555
GAAP basis borrowings$5,870$61,026$66,896$2,490$74,488$76,978$6,613$77,332$83,945

Average Balances

Years Ended December 31,
202220212020
(Dollars in millions)Average BalanceAverage RateAverage BalanceAverage RateAverage BalanceAverage Rate
Unsecured borrowings:
Senior unsecured debt$7,0105.66%$7,9784.43%$9,4615.05%
Total unsecured borrowings7,0105.667,9784.439,4615.05
Secured borrowings:
FFELP Loan securitizations47,5282.7253,6611.2756,9501.74
Private Education Loan securitizations14,2522.6314,2732.4014,1592.90
FFELP Loan ABCP facilities9883.271,0121.553,1341.67
Private Education Loan ABCP facilities2,5193.392,4291.863,2032.53
Other1711.68303.34343.68
Total secured borrowings65,4582.7371,6781.5277,7891.97
Core Earnings basis borrowings(1)72,4683.0279,6561.8187,2502.31
Adjustment for GAAP accounting treatment(.12)(.16).03
GAAP basis borrowings$72,4682.90%$79,6561.65%$87,2502.34%

(1)
Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.” The differences in derivative accounting give rise to the difference above.

31

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 generally accepted accounting principles in the United States of America (GAAP). “Note 2 — Significant Accounting Policies” includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult, subjective or complex judgments and are often about matters that are inherently uncertain. Critical accounting estimates involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of our operations. Our critical accounting policies and estimates are the allowance for loan losses, goodwill impairment assessment, and loan premium and discount amortization.

Allowance for Loan Losses

We measure and recognize an allowance for loan losses that estimates the remaining current expected credit losses (CECL) for financial assets measured at amortized cost held at the reporting date. We have determined that, for modeling current expected credit losses, in general, we can reasonably estimate expected losses that incorporate current and forecasted economic conditions over a “reasonable and supportable” period. For Private Education Loans, we incorporate a reasonable and supportable forecast of various macro-economic variables over the remaining life of the loans. The development of the reasonable and supportable forecast incorporates an assumption that each macro-economic variable will revert to a long-term expectation starting in years 2-4 of the forecast and largely completing within the first five years of the forecast. For FFELP Loans, after a three-year reasonable and supportable period, there is an immediate reversion to a long-term expectation.

The models used to project losses utilize key credit quality indicators of the loan portfolios and predict how those attributes are expected to perform in connection with the forecasted economic conditions. In connection with this methodology, our modeling of current expected credit losses utilizes historical loan repayment experience since 2008 identifying loan variables (key credit quality indicators) that are significantly predictive of loans that will default and predicts how loans will perform in connection with the forecasted economic conditions.

The key credit quality indicators used by the model for Private Education loans are credit scores (FICO scores), loan status, loan seasoning, whether a loan is a TDR, the existence of a cosigner and school type:


Credit scores are an indicator of the credit risk of a customer and generally the higher the credit score the more likely it is the customer will be able to make all of their contractual payments.


Loan status affects the credit risk because generally a past due loan is more likely to default than an up-to-date loan. Additionally, loans in a deferred payment status have different credit risk profiles compared with those in current payment status.


Of the portfolio in repayment, loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments.


A TDR loan is where an economic concession (forbearance, lower interest rate, extension of term) has been given to a borrower experiencing financial difficulties. A TDR loan is generally more likely to default than a non-TDR loan.


The existence of a cosigner generally lowers the likelihood of default, thus lowering the credit risk.


The type of school customers attended can have an impact on their graduation rate and job prospects after graduation and therefore can affect their ability to make payments, which impacts the credit risk.

For FFELP loans, the key credit quality indicators are loan status and loan type (Stafford, Consolidation and Rehab loans).

We project losses over the contractual term of our loans, including any extension options within the control of the borrower. Further, we make estimates regarding prepayments when determining our expected credit losses which are derived in the same manner discussed above.

The forecasted economic conditions used in our modeling of expected losses are provided by a third party. The primary economic metrics we use in the economic forecast are unemployment, GDP, interest rates, consumer loan delinquency rates and consumer income. Several forecast scenarios are provided which represent the baseline economic expectations as well as favorable and adverse scenarios. We analyze and evaluate the alternative scenarios for reasonableness and determine the appropriate weighting of these alternative scenarios based upon the current economic conditions and our view of the likelihood and risks of the alternative scenarios.

32

We use historical customer payment experience to estimate the amount of future recoveries on defaulted private education loans. We use judgment in determining whether historical performance is representative of what we expect to collect in the future. The amount of expected future recoveries on defaulted FFELP loans is based on the contractual government guarantee (which generally limits the maximum loss to 3% of the loan balance).

Once our loss model calculations are performed, we determine if qualitative adjustments are needed for factors not reflected in the quantitative model. These adjustments may include, but are not limited to, changes in lending, servicing and collection policies and practices as well as the effect of other external factors such as the economy and changes in legal or regulatory requirements that impact the amount of future credit losses.

The provision for 2022 of $79 million included $34 million of provision in connection with loan originations and $45 million related to a reserve build. We evaluated and considered several forecasted economic scenarios when determining our allowance for loan losses and provision. We also considered the characteristics of our loan portfolio and its expected behavior in the forecasted economic scenarios. There has been a decline in the forecasted economic conditions since December 31, 2021 which has been incorporated into our allowance for loan loss as of December 31, 2022. This decline in economic conditions is seen in an increase in forecasted unemployment rates and consumer loan delinquency rates and a decrease in GDP and in consumer income. There is uncertainty as to the ultimate impact to the economy from historically high inflation and the significant increase in interest rates that occurred in 2022. There is also uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits that previously occurred or are currently forecasted to end in 2023. These conclusions and adjustments were based on an evaluation of current and forecasted economic conditions. If future economic conditions are significantly worse than what was assumed as a part of this assessment, it could result in additional provision for loan loss being recorded in future periods.

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

Goodwill Impairment Assessment

In determining annually (or more frequently if required) whether goodwill is impaired, we complete a goodwill impairment analysis which may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. Qualitative factors considered in conjunction with a qualitative analysis include: (1) the amount of cushion that existed the last time a quantitative test was completed which requires performing a valuation of the reporting unit, the resulting value of which is compared to the carrying value of the reporting unit, (2) macroeconomic factors (economy), (3) industry specific factors (growth or deterioration of the market; regulatory/political developments), (4) cost factors (margins), (5) financial performance of the reporting unit itself, (6) other specific items (litigation, change in management or key personnel) and (7) whether a sustained decrease in our share price is indicative of a decline in value of the specific reporting unit. There can be significant judgment involved in assessing these qualitative factors. If, based on a qualitative analysis, we determine it is “more-likely-than-not” that the fair value of a reporting unit is less than its carrying amount, we also complete a quantitative impairment analysis. In lieu of performing a qualitative assessment, we may proceed directly to a quantitative impairment analysis. A quantitative goodwill impairment analysis requires a comparison of the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds the reporting unit’s fair value (the amount we believe a third party would pay for such reporting unit), the goodwill associated with the reporting unit will be impaired in an amount equal to the difference between the reporting unit’s fair value and its carrying value, not to exceed the carrying value of goodwill attributed to the reporting unit. There are significant judgments involved in determining the fair value of a reporting unit, including determining the appropriate valuation approach or approaches to utilize and the assumptions to apply including estimates of projected future cash flows which incorporate estimated future revenues, expenses, net income and capital expenditures from and related to existing and new business activities and appropriate market multiples, discount rates and growth rates. An appropriate resulting control premium is also considered. The reporting units with goodwill for which we estimate fair value are not publicly traded and for some reporting units directly comparable market data may not be available to aid in its valuation.

Navient tests goodwill as of October 1 each year or at interim dates if an event occurs or circumstances exist such that it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value (the qualitative test). Such an event or circumstance is a triggering event. If it is concluded that a triggering event has occurred at an interim date, a quantitative impairment test must be performed. During the second and third quarters of 2022, macroeconomic conditions most notably historically high inflation and rising interest rates impacted the industry and markets in which our reporting units with goodwill operate, their cost structures and, to some degree, their expected 2022 financial performance. Additionally, our stock price declined during the second and third quarters compared to March 31, 2022 and December 31, 2021, due primarily to uncertainty associated with these macroeconomic factors and the potential implications of the Biden Administration’s proposed Student Debt Relief Plan. As a result of these factors, we assessed whether a triggering event occurred for each of our reporting units with goodwill as of September 30, 2022 and June 30, 2022.

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Interim Triggering Event Assessments

For each of our reporting units with goodwill including our FFELP Loans, Private Education Legacy In-School Loans (those which were originated prior to 2014), Private Education Refinance Loans, Private Education Recent In-School Loans (those which were originated in 2020 or later) and Federal Education Loan Servicing reporting units (collectively, the Loan reporting units) and our Government Services and Healthcare Services reporting units (collectively, the Business Processing reporting units), we assessed relevant qualitative factors to determine whether it is “more-likely-than-not” that the fair value of an individual reporting unit is less than its carrying value. We considered the amount of excess fair values for our FFELP Loans, Federal Education Loan Servicing, Private Education Legacy In-School Loans, and Private Education Refinance Loans over their carrying values as of October 1, 2019, the last time an independent appraiser estimated the value of these reporting units, since the fair value of these reporting units was substantially in excess of their carrying amounts. The outlook and cash flows for the FFELP Loans and Private Education Legacy In-School Loans reporting units have not changed significantly since our 2019 assessment despite worsening macroeconomic conditions in 2022. Likewise, the outlooks and cash flows for the Federal Education Loan Servicing components remaining after removing the cash flows attributed to the ED Servicing contract have not changed significantly since 2019.

For the Private Education Refinance Loans reporting unit, although expectations for new refinance loan originations as of June 30. 2022 were reduced and actual new loan originations declined considerably during the second and third quarters due to the impact of the rising rate environment, new origination volume significantly exceeded expectations cumulatively during 2020 and 2021 resulting in the reporting unit holding a significantly higher balance of loans than anticipated in conjunction with the determination of the reporting unit’s fair value in 2019. We expect to hold this portfolio for a longer period of time than anticipated in 2019. While new originations declined due to the rising rate environment, prepayment speeds for the reporting unit’s portfolio also declined resulting in a more stable interest income stream partially offsetting the impact of the decline in originations. We also considered Navient’s strong liquidity position and its ability to issue Private Education Loan ABS comprised entirely of the reporting unit’s refinance loans.

For the Business Processing reporting units, we also considered the amount of excess fair value over the carrying values of these reporting units as of October 1, 2020, when we engaged an independent appraiser to estimate the fair value of the reporting units, since the fair values of these reporting units was substantially in excess of their carrying values. We considered the financial performance for both of these reporting units in 2021 and 2022 during which the Government Services and Healthcare Services reporting units significantly outperformed expectations due largely to significant contracts acquired in 2020 and 2021 to implement and administer programs under the CARES Act and perform contact tracing and vaccine administration services. During 2022, these reporting units generated additional revenue from these contracts, leveraged our Business Processing relationships to win new business and benefited from an increase in demand for traditional service offerings. The outlook and long-term cash flow projections for both the Government Services and Healthcare Services reporting units remain favorable and have not changed significantly since our 2020 quantitative impairment assessment despite the economic impact of worsening macroeconomic conditions in 2022.

The goodwill attributed to the Private Education Recent In-School Loans reporting unit is a direct result of our August 2021 acquisition of Going Merry. In the second and third quarters, we considered Going Merry’s strong performance in its mission to match students with and assist them to apply for scholarships, institutional aid and government grants as well as private education in-school origination volume, which exceeded expectations.

Based on the qualitative factors we considered in relation to each of our reporting units with goodwill, we concluded it was not “more-likely-than-not” that the fair value of an individual reporting unit was less than its carrying value as of September 30, 2022 and June 30, 2022. As a result, the decline in Navient’s stock price in the second and third quarters and worsening macroeconomic conditions including rising interest rates and historically high inflation and their impact on our individual reporting units as we perceived them as of September 30, 2022, and June 30, 2022, did not constitute triggering events. No further impairment testing was performed during interim quarters in 2022.

Annual Goodwill Impairment Testing

We performed annual impairment testing as of October 1, 2022. We retained a third-party appraisal firm to assist in the valuations required to perform a quantitative impairment test of goodwill associated with our FFELP Loans, Federal Education Loan Servicing, Private Education Legacy In-School Loans, Private Education Refinance Loans, Government Services, and Healthcare Services reporting units as of October 1, 2022. No goodwill was deemed impaired in conjunction with these reporting units as a result of the quantitative impairment test as the fair values of the reporting units were substantially greater than their respective carry values. Additionally, fair values resulting from sensitivity analyses factoring in more conservative discount rates and growth rates for each reporting unit also yielded fair values in excess of the carrying values of each reporting unit.

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The income approach was the primary approach used to estimate the fair value of each reporting unit. The income approach measures the value of each reporting unit’s future economic benefit determined by its discounted cash flows derived from our projections plus an assumed terminal growth rate consistent with what we believe a market participant would assume in an acquisition. These projections are generally five-year projections that reflect the anticipated cash flow fluctuations of the respective reporting units. If a component of a reporting unit is winding down or is assumed to wind down, the projections extend through the anticipated wind-down period and no residual value is ascribed.

Under our guidance, the third-party appraisal firm developed the discount rate for each reporting unit incorporating such factors as the risk-free rate, a market rate of return, a measure of volatility (Beta) and a company-specific and capital markets risk premium, as appropriate, to adjust for volatility and uncertainty in the economy and to capture specific risk related to the respective reporting units. We considered whether an asset sale or an equity sale would be the most likely sale structure for each reporting unit and valued each reporting unit based on the more likely hypothetical scenario. The discount rates reflect market-based estimates of capital costs and are adjusted for our assessment of a market participant’s view with respect to execution, source concentration and other risks associated with the projected cash flows of individual reporting units. We reviewed and approved the discount rates provided by the third-party appraiser including the factors incorporated to develop the discount rates for each reporting unit.

We and the third-party appraisal firm also considered a market approach for the Government Services and Healthcare Services reporting units. Market-based multiples related primarily to revenue and EBITDA, for comparable publicly traded companies and similar transactions were evaluated as an indicator of the value of the reporting units to assess the reasonableness of the estimated fair value derived from the income approach.

We employed a qualitative approach considering relevant qualitative factors to test goodwill attributed to the Private Education Recent In-School Loans reporting unit. As discussed above, the goodwill attributed to the Private Education In-School Loans reporting unit is a direct result of our August 2021 acquisition of Going Merry. We and our external appraiser finalized the purchase price allocation for Going Merry in the third quarter of 2022. Since the acquisition, Going Merry has exceeded expectations to successfully enable students to match to and apply for scholarships, institutional aid and government grants. Additionally, in 2022, private education in-school originations grew 52 percent exceeding expectations. In-school originations are expected to remain strong in 2023 with our growth outlook increasing. We considered these qualitative factors and concluded that it is not “more-likely-than-not” that the fair value of the Private Education Recent In-School Loans reporting unit was less than its carrying value at October 1, 2022. Accordingly, goodwill attributed to the Private Education Recent In-School Loans reporting unit was not deemed impaired.

If future economic conditions are significantly worse than what was assumed in the reporting units’ long term cash flow projections, specifically related to the highly inflationary economic environment and the implications of student loan forgiveness (as discussed in detail below) and other performance factors do not come to fruition, these factors could result in potential impairment of goodwill in future periods.

Loan Premium and Discount Amortization

The Company had a net unamortized premium balance of $113 million, or 0.18%, in connection with its $63 billion education loan portfolio as of December 31, 2022. The most judgmental estimate for premium and discount amortization on education loans is the Constant Prepayment Rate (CPR), which measures the rate at which loans in the portfolio pay down principal compared to their stated terms. In determining the CPR we only consider payments made in excess of contractually required payments. This would include loans that are refinanced or consolidated and other early payoff activity. These activities are generally affected by changes in our business strategy, changes in our competitors’ business strategies, legislative changes including the ability to consolidate, interest rates and changes to the current economic and credit environment. When we determine the CPR, we begin with historical prepayment rates. We make judgments about which historical period to start with and then make further judgments about whether that historical experience is representative of future expectations and whether additional adjustment may be needed to those historical prepayment rates.

In the past (prior to 2008), the consolidation of FFELP Loans and Private Education Loans significantly affected our CPRs and updating those assumptions often resulted in material adjustments to our premium and discount amortization expense. As a result of the passage of the Health Care and Education Reconciliation Act of 2010 (HCERA), there is no longer the ability to consolidate loans under the FFELP although there are other consolidation options with ED and private refinancing options with Navient and other lenders. As a result, we expect CPRs related to our FFELP Loans to remain relatively stable over time, unless there is a regulatory change by ED or legislative change by Congress to either (1) forgive loan balances (which would result in Navient receiving cash for the amounts forgiven resulting in a prepayment of principal) or (2) encourage or force consolidation. Some education loan companies, including Navient, offer Private Education Loans to refinance a borrower’s loan (both FFELP and Private Education Loans) and we anticipate more entrants to offer similar products. These products and expectations are built into the CPR assumption we use for FFELP and Private Education Loans. However, it is difficult to accurately project the timing and level at which this activity will continue, and our assumption may need to be updated by a material amount in the future based on changes in the economy, marketplace and legislation.

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In 2022, there was a net $21 million decrease in net interest income due to cumulative adjustments related to changes in prepayment speed assumptions used to amortize loan premiums and discounts. This primarily related to the following two items:


The FFELP Loan CPR was increased specifically related to the limited opportunity waiver to the Public Service Loan Forgiveness Program (PSLF) that was announced in October 2021 and was effective from November 2021 to October 2022. FFELP loan borrowers, during this 12-month period, could consolidate their loans to ED in order to have them subsequently forgiven if they qualify under the PSLF program for loan forgiveness. We estimate that approximately an incremental $4.5 billion of FFELP loans consolidated under this program in 2022.


The Private Education Refinance Loan CPR was decreased from 20% to 15%. This CPR assumption decrease was primarily a result of borrowers with fixed interest rates having less of an incentive to refinance in light of the significant increase in interest rates that occurred in 2022.

Impact of the Student Debt Relief (SDR) Plan on accounting policies and estimates

On August 24, 2022, the Biden-Harris Administration announced its Student Debt Relief (SDR) Plan. The SDR Plan provides up to $20,000 in one-time debt relief to income-qualified recipients with ED held student loans and initially extended the repayment pause on ED held loans through December 31, 2022. This repayment pause has been further extended as detailed below. Privately held FFELP Loans themselves, like ours, do not qualify for debt forgiveness.

Following the initial announcement of the SDR Plan, ED provided more specific guidance on debt relief through its studentaid.gov website on September 29, 2022. Following publication of the SDR Plan, a number of states and private organizations initiated legal challenges to the SDR Plan in various courts throughout the country, which ultimately resulted in the implementation of the SDR Plan being disallowed. The Biden-Harris Administration and ED subsequently appealed both cases to the Supreme Court of the United States which has agreed to hear the cases on February 28, 2023, and a ruling is expected prior to the end of the Supreme Court's current term. If the SDR Plan has not been implemented and the litigation is not resolved by June 30, 2023, payments are scheduled to resume 60 days after that date. While the current version of the SDR Plan provides that borrowers with federal student loans not held by ED cannot obtain one-time debt relief by consolidating those loans into Direct Loans, ED states that they are assessing whether there are alternative pathways to provide relief to borrowers with federal student loans not held by ED, including FFELP Loans.

We estimate that borrowers with approximately $600 million of FFELP Loans (1% of the FFELP portfolio’s average 2022 balance) had consolidated their loans with ED prior to the deadline to qualify for debt relief established by the SDR Plan.

As a result, there was not a material impact on the Company’s accounting and related 2022 results related to the SDR Plan as currently:

1.
Privately held FFELP Loans themselves, like ours, do not qualify for debt forgiveness, and

2.
ED required FFELP borrowers to apply to consolidate their loans into the Direct Loan program prior to September 29, 2022, to qualify for their loan forgiveness.

As a result, at this time we do not expect there to be incremental consolidation activity in the future related to potential loan forgiveness under the SDR Plan.

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If the Supreme Court should lift the current injunction and ED implements a broad-based student loan forgiveness plan or any policies or programs that encourage or require borrowers to consolidate their loans into Direct Loans held by ED, the impact to the Company would most likely be material due to increased prepayments on our FFELP Loan portfolio. Despite the significant uncertainty regarding the ultimate impact such SDR Plan changes may have to the Company, under GAAP, the Company would be required to calculate and account for its best estimate of the potential impact (that is, increasing prepayment assumptions in the period the SDR was changed) and record such estimate in its results. As it relates to estimating any potential impact to the Company, the Company does not have sufficient access to:

1.
The income levels of its borrowers, which would determine the population of borrowers eligible for SDR

2.
Whether its borrowers have received a Pell Grant (which would determine the amount of potential debt forgiveness)

In addition to making estimates regarding these items, the Company would also have to estimate, amongst other items, the following:

1.
The application rate of the eligible borrowers

2.
How the mix of FFELP vs. ED federal loans of a borrower will impact their need/willingness to consolidate (as balances on loans held by ED are forgiven first and may result in a borrower not needing to consolidate their FFELP Loan)

3.
The likelihood that an injunction, stay or other legal prohibition is issued with respect to the SDR Plan or the SDR Plan is terminated or amended due to a lawsuit

These factors would result in significant subjectivity and uncertainty in any estimate recorded related to the potential impact, and, accordingly, actual results may differ significantly.

If the SDR Plan was changed in the future as discussed above, we anticipate that the principal components of the financial items whose recognition would be accelerated through net income as a result of materially increased loan consolidations and/or debt forgiveness would be the amortization of loan premiums and debt deferred financing fees through net interest income, which would reduce net income. These impacts would be partially offset by the benefit to net income from the release of the related allowance for loan losses through provision and revenue from the assessed but previously unrecognized fees that would be recognized in other income. GAAP requires we increase the prepayment assumption used to account for the items below in the period the SDR was changed. This would result in the acceleration of the recognition of those items in the period the prepayment assumption was increased. The table below lists those items and their respective balances related to the FFELP Loans outstanding as of December 31, 2022:

(Dollars in millions)As of 12/31/22
Loan premium$400
Debt deferred financing fees311
Allowance for loan borrower benefits(21)
Allowance for loan losses(222)
Assessed but previously unrecognized fees(122)
Servicing asset – off-balance sheet trusts1
Total net asset on balance sheet$347

In addition, the Company had $232 million of goodwill related to the FFELP business on its balance sheet. The goodwill could be impaired depending on unforeseen changes to the SDR Plan resulting in potential material debt forgiveness or loan consolidation activity.

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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. We present the following non-GAAP financial measures: (1) Core Earnings (as well as Adjusted Core Earnings), (2) Tangible Equity (as well the Adjusted Tangible Equity Ratio and Pro Forma Adjusted Tangible Equity Ratio), (3) EBITDA for the Business Processing segment, and (4) Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off Loans.

1. Core Earnings

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 certain Core Earnings disclosures 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 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)
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

(2)
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.

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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 15 — Segment Reporting.”

Year Ended December 31, 2022
Adjustments
(Dollars in millions)Federal Education LoansConsumer LendingBusiness ProcessingOtherTotal Core EarningsReclassi- ficationsAdditions/ (Subtractions)Total Adjustments(1)Total GAAP
Interest income:
Education loans$1,955$1,195$$$3,150$23$(12)$11$3,161
Cash and investments3210206262
Total interest income1,9871,205203,21223(12)113,223
Total interest expense1,4686111072,1868(92)(84)2,102
Net interest income (loss)519594(87)1,0261580951,121
Less: provisions for loan losses797979
Net interest income (loss) after provisions for loan losses519515(87)9471580951,042
Other income (loss):
Servicing revenue65127777
Asset recovery and business processing revenue6330336336
Other income (loss)31132(15)186171203
Total other income (loss)10213330445(15)186171616
Expenses:
Direct operating expenses106148280534534
Unallocated shared services expenses242242242
Operating expenses106148280242776776
Goodwill and acquired intangible asset impairment and amortization191919
Restructuring/other reorganization expenses363636
Total expenses1061482802788121919831
Income (loss) before income tax expense (benefit)51538050(365)580247247827
Income tax expense (benefit)(2)1088010(76)1226060182
Net income (loss)$407$300$40$(289)$458$$187$187$645

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2022
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$95$$95
Total other income (loss)171171
Goodwill and acquired intangible asset impairment and amortization1919
Total Core Earnings adjustments to GAAP$266$(19)247
Income tax expense (benefit)60
Net income (loss)$187

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

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Year Ended December 31, 2021
Adjustments
(Dollars in millions)Federal Education LoansConsumer LendingBusiness ProcessingOtherTotal Core EarningsReclassi- ficationsAdditions/ (Subtractions)Total Adjustments(1)Total GAAP
Interest income:
Education loans$1,405$1,181$$$2,586$98$(39)$59$2,645
Cash and investments2133
Total interest income1,4051,18312,58998(39)592,648
Total interest expense830541701,441(8)(117)(125)1,316
Net interest income (loss)575642(69)1,148106781841,332
Less: provisions for loan losses(61)(61)(61)
Net interest income (loss) after provisions for loan losses575703(69)1,209106781841,393
Other income (loss):
Servicing revenue1626168168
Asset recovery and business processing revenue51488539539
Other income (loss)25530(93)1576494
Gains on sales of loans9191(13)(13)78
Losses on debt repurchases(73)(73)(73)
Total other income (loss)23897488(68)755(106)15751806
Expenses:
Direct operating expenses223162360745745
Unallocated shared services expenses462462462
Operating expenses2231623604621,2071,207
Goodwill and acquired intangible asset impairment and amortization303030
Restructuring/other reorganization expenses262626
Total expenses2231623604881,23330301,263
Income (loss) before income tax expense (benefit)590638128(625)731205205936
Income tax expense (benefit)(2)13614629(131)1803939219
Net income (loss)$454$492$99$(494)$551$$166$166$717

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2021
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income after provisions for loan losses$184$$184
Total other income (loss)5151
Goodwill and acquired intangible asset impairment and amortization3030
Total Core Earnings adjustments to GAAP$235$(30)205
Income tax expense (benefit)39
Net income (loss)$166

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

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Year Ended December 31, 2020
Adjustments
(Dollars in millions)Federal Education LoansConsumer LendingBusiness ProcessingOtherTotal Core EarningsReclassi- ficationsAdditions/ (Subtractions)Total Adjustments(1)Total GAAP
Interest income:
Education loans$1,813$1,445$$$3,258$79$(55)$24$3,282
Cash and investments7361616
Total interest income1,8201,44863,27479(55)243,298
Total interest expense1,1946991202,01339(6)332,046
Net interest income (loss)626749(114)1,26140(49)(9)1,252
Less: provisions for loan losses13142155155
Net interest income (loss) after provisions for loan losses613607(114)1,10640(49)(9)1,097
Other income (loss):
Servicing revenue2086214214
Asset recovery and business processing revenue154304458458
Other income (loss)91120(40)(216)(256)(236)
Losses on debt repurchases(6)(6)(6)
Total other income (loss)37163045686(40)(216)(256)430
Expenses:
Direct operating expenses287146254687687
Unallocated shared services expenses277277277
Operating expenses287146254277964964
Goodwill and acquired intangible asset impairment and amortization222222
Restructuring/other reorganization expenses999
Total expenses2871462542869732222995
Income (loss) before income tax expense (benefit)69746750(395)819(287)(287)532
Income tax expense (benefit)(2)16010711(90)188(68)(68)120
Net income (loss)$537$360$39$(305)$631$$(219)$(219)$412

(1)
Core Earnings adjustments to GAAP:

Year Ended December 31, 2020
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income after provisions for loan losses$(9)$$(9)
Total other income (loss)(256)(256)
Goodwill and acquired intangible asset impairment and amortization2222
Total Core Earnings adjustments to GAAP$(265)$(22)(287)
Income tax expense (benefit)(68)
Net income (loss)$(219)

(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.

Years Ended December 31,
(Dollars in millions)202220212020
Core Earnings net income$458$551$631
Core Earnings adjustments to GAAP:
Net impact of derivative accounting266235(265)
Net impact of goodwill and acquired intangible assets(19)(30)(22)
Net income tax effect(60)(39)68
Total Core Earnings adjustments to GAAP187166(219)
GAAP net income$645$717$412

(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. 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 originally 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, basis swaps and at times, certain other LIBOR swaps do not qualify for hedge accounting treatment and the stand-alone derivative is 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 interest 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.

Years Ended December 31,
(Dollars in millions)202220212020
Core Earnings derivative adjustments:
Gains (losses) on derivative and hedging activities, net, included in other income$171$64$(256)
Plus: Gains (losses) on fair value hedging activity included in interest expense8388(17)
Total gains (losses) in GAAP net income254152(273)
Plus: Reclassification of settlement expense (income) on derivative and hedging activities, net(1)159340
Mark-to-market gains (losses) on derivative and hedging activities, net(2)269245(233)
Amortization of net premiums on Floor Income Contracts in net interest income for Core Earnings(12)(39)(55)
Other derivative accounting adjustments(3)92923
Total net impact of derivative accounting$266$235$(265)

(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.

Years Ended December 31,
(Dollars in millions)202220212020
Reclassification of settlements on derivative and hedging activities:
Net settlement expense on Floor Income Contracts reclassified to net interest income$(23)$(98)$(79)
Net settlement income (expense) on interest rate swaps reclassified to net interest income8(8)39
Net realized gains (losses) on terminated derivative contracts reclassified to other income13
Total reclassifications of settlements on derivative and hedging activities$(15)$(93)$(40)

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

Years Ended December 31,
(Dollars in millions)202220212020
Fair value hedges$50$39$(26)
Foreign currency hedges33499
Floor Income Contracts65133(130)
Basis swaps183
Other - LIBOR swaps12016(89)
Total mark-to-market gains (losses) on derivative and hedging activities, net$269$245$(233)

(3)
Other derivative accounting adjustments consist of adjustments related to 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 December 31, 2022, derivative accounting has increased GAAP equity by approximately $122 million as a result of cumulative net mark-to-market gains (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.

Years Ended December 31,
(Dollars in millions)202220212020
Beginning impact of derivative accounting on GAAP equity$(299)$(616)$(235)
Net impact of net mark-to-market gains (losses) under derivative accounting(1)421317(381)
Ending impact of derivative accounting on GAAP equity$122$(299)$(616)

(1)
Net impact of net mark-to-market gains (losses) under derivative accounting is composed of the following:

Years Ended December 31,
(Dollars in millions)202220212020
Total pre-tax net impact of derivative accounting recognized in net income(2)$266$235$(265)
Tax and other impacts of derivative accounting adjustments(65)(59)67
Change in mark-to-market gains (losses) on derivatives, net of tax recognized in other comprehensive income220141(183)
Net impact of net mark-to-market gains (losses) under derivative accounting$421$317$(381)

(2)
See “Core Earnings derivative adjustments” table above.

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Hedging Embedded Floor Income

We use Floor Income Contracts, pay-fixed swaps and fixed rate debt to economically hedge embedded Floor Income in our FFELP Loans. Historically, we have used these instruments on a periodic basis and depending upon market conditions and pricing, we may enter into additional hedges in the future. Under GAAP, the Floor Income Contracts do not qualify for hedge accounting and the pay-fixed swaps are accounted for as cash flow hedges. The table below shows the amount of hedged Floor Income that will be recognized in Core Earnings in future periods based on these hedge strategies.

December 31,
(Dollars in millions)202220212020
Total hedged Floor Income, net of tax(1)(2)$200$325$401

(1)
$254 million, $422 million and $520 million on a pre-tax basis as of December 31, 2022, 2021 and 2020, respectively.

(2)
Of the $200 million as of December 31, 2022, approximately $102 million, $40 million, $22 million and $19 million will be recognized as part of Core Earnings in 2023, 2024, 2025 and 2026, respectively.

(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.

Years Ended December 31,
(Dollars in millions)202220212020
Core Earnings goodwill and acquired intangible asset adjustments$(19)$(30)$(22)

Adjusted Core Earnings

Adjusted Core Earnings net income and Adjusted Core Earnings operating expenses exclude restructuring and regulatory-related expenses. Management excludes these expenses as Adjusted Core Earnings is one of the measures we review internally when making management decisions regarding our performance and how we allocate resources, as this presentation is a useful basis for management and investors to further analyze Core Earnings. We also refer to this information in our presentations with credit rating agencies, lenders and investors.

The following table summarizes these expenses which are excluded:

Years Ended December 31,
(Dollars in millions)202220212020
Restructuring/other reorganization expenses$36$26$9
Regulatory-related expenses(1)723333
Total$43$259$42

(1)
The year ended December 31, 2021 includes $205 million related to the resolution of previously disclosed litigation. See “Results of Operations – GAAP Comparison of 2022 Results with 2021” for further details.

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2. Adjusted Tangible Equity Ratio

Adjusted Tangible Equity Ratio measures the ratio of Navient’s Tangible Equity to its tangible assets. We adjust this ratio to exclude the assets and equity associated with our FFELP Loan portfolio because FFELP Loans are no longer originated and the FFELP Loan portfolio bears a 3% maximum loss exposure under the terms of the federal guaranty. Management believes that excluding this portfolio from the ratio enhances its usefulness to investors. Management uses this ratio, in addition to other metrics, for analysis and decision making related to capital allocation decisions. The Adjusted Tangible Equity Ratio is calculated as:

(Dollars in billions)December 31, 2022December 31, 2021
Navient Corporation's stockholders' equity$2,977$2,597
Less: Goodwill and acquired intangible assets705725
Tangible Equity2,2721,872
Less: Equity held for FFELP Loans218263
Adjusted Tangible Equity$2,054$1,609
Divided by:
Total assets$70,795$80,605
Less:
Goodwill and acquired intangible assets705725
FFELP Loans43,52552,641
Adjusted tangible assets$26,565$27,239
Adjusted Tangible Equity Ratio(1)7.7%5.9%

(1)
The following provides the Adjusted Tangible Equity Ratio on a pro forma basis assuming the cumulative net mark-to-market losses related to derivative accounting under GAAP were excluded. These cumulative losses reverse to $0 upon the maturity of the individual derivative instruments. As these losses are temporary, we believe this pro forma presentation is a useful basis for management and investors to further analyze the Adjusted Tangible Equity Ratio.

(Dollars in millions)December 31, 2022December 31, 2021
Adjusted Tangible Equity (from above table)$2,054$1,609
Plus: ending impact of derivative accounting on GAAP equity(122)299
Pro forma Adjusted Tangible Equity$1,932$1,908
Divided by: adjusted tangible assets (from above table)$26,565$27,239
Pro forma Adjusted Tangible Equity Ratio7.3%7.0%

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

This 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:

Years Ended December 31,
(Dollars in millions)202220212020
Pre-tax income$50$128$50
Plus:
Depreciation and amortization expense(1)387
EBITDA$53$136$57
Divided by:
Total revenue$330$488$304
EBITDA margin16%28%19%

(1)
There is no interest expense in this segment.

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4. Allowance for Loan Losses Excluding Expected Future Recoveries on Previously Fully Charged-off

Loans

The allowance for loan losses on the Private Education Loan portfolio used for the three credit metrics below excludes the expected future recoveries on previously fully charged-off loans to better reflect the current expected credit losses remaining in connection with the loans on balance sheet that have not charged off. That is, as of December 31, 2022, the $1,074 million Private Education Loan allowance for loan losses excluding expected future recoveries on previously fully charged-off loans represents the current expected credit losses that remain in connection with the $19,525 million Private Education Loan portfolio. The $274 million of expected future recoveries on previously fully charged-off loans, which is collected over an average 15-year period, mechanically is a reduction to the overall allowance for loan losses. However, it is not related to the $19,525 million Private Education Loan portfolio on our balance sheet and, as a result, management excludes this impact to the allowance to better evaluate and assess our overall credit loss coverage on the Private Education Loan portfolio. We believe this provides a more meaningful and holistic view of the available credit loss coverage on our non-charged-off Private Education Loan portfolio. We believe this information is useful to our investors, lenders and rating agencies.

Allowance for Loan Losses Metrics – Private Education Loans

For the Year Ended December 31,
202220212020
(Dollars in millions)
Allowance at end of period (GAAP)$800$1,009$1,089
Plus: expected future recoveries on previously fully charged-off loans274329479
Allowance at end of period excluding expected future recoveries on previously fully charged-off loans (Non-GAAP Financial Measure)$1,074$1,338$1,568
Ending total loans$19,525$21,180$22,168
Ending loans in repayment$18,770$20,284$20,841
Net charge-offs$343$169$207
Allowance coverage of charge-offs:
GAAP2.36.05.3
Adjustment(1).81.92.3
Non-GAAP Financial Measure(1)3.17.97.6
Allowance as a percentage of the ending total loan balance:
GAAP4.1%4.8%4.9%
Adjustment(1)1.41.52.2
Non-GAAP Financial Measure(1)5.5%6.3%7.1%
Allowance as a percentage of the ending loans in repayment:
GAAP4.2%5.0%5.2%
Adjustment(1)1.51.62.3
Non-GAAP Financial Measure(1)5.7%6.6%7.5%

(1)
The allowance used for these credit metrics excludes the expected future recoveries on previously fully charged-off loans. See discussion above.

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Risk Management

Our Approach

Navient’s identification, understanding and effective management of the risks inherent in our business are critical to our continued success. We assign risk oversight, management and assessment responsibilities at various levels within our organization and continuously coordinate these activities. We maintain comprehensive risk management practices to identify, measure, monitor, evaluate, control and report on our significant risks and we routinely evaluate these practices to determine whether they are functioning properly and can be improved.

Risk Management Philosophy

Navient’s risk management philosophy is to ensure all significant risks inherent in our business are identified, measured, monitored, evaluated, controlled and reported. In furtherance of these goals, Navient


maintains a comprehensive and uniform risk management framework;


follows a “three lines of defense” structure based upon: (1) accountability and ownership at the business area level for risks inherent in their activities (first line of defense); (2) supporting areas, such as Human Resources, Legal, Compliance, Finance and Accounting, Information Technology and Information Security, monitor, guide and advise the business areas in their respective areas of expertise (second line of defense); and (3) Internal Audit independently reviews business and support areas to ensure compliance with applicable laws, regulations and internal policies and procedures (third line of defense);


provides appropriate reporting to management and our board of directors and their respective committees; and


trains our employees on our risk management processes and philosophy.

Risk Oversight, Roles and Responsibilities

Responsibility for risk management is assigned at several different levels of our organization, including our board of directors and its committees. Each business area within our organization is primarily responsible for managing its specific risks. In addition, our second line of defense support areas are responsible for providing our business areas with the training, systems and specialized expertise necessary to properly perform their risk management responsibilities.

Board of Directors. The Navient board of directors and its standing committees oversee our strategic direction, including setting our risk management philosophy, tolerance and parameters; and assessing the risks our businesses face as well as our risk management practices. It approves our annual business plan, periodically reviews our strategic approach and priorities and spends significant time considering our capital requirements and our dividend and share repurchase levels and activities. We escalate to our board of directors any significant departures from established tolerances and parameters and review new and emerging risks with them. Standing committees of our board of directors include Executive, Audit, Compensation and Human Resources, Nominations and Governance, and Risk. Charters for each committee providing their specific responsibilities and areas of risk oversight are published on our website together with the names of the directors serving on these committees.

Chief Executive Officer. Our Chief Executive Officer is responsible for establishing our risk management culture and ensuring business areas operate within risk parameters and in accordance with our annual business plan.

Chief Risk and Compliance Officer. Our Chief Risk and Compliance Officer is responsible for ensuring proper oversight, management and reporting to our board of directors and management regarding our risk management practices.

Enterprise Risk and Compliance Committee. Our Enterprise Risk and Compliance Committee is an executive management-level committee where senior management reviews our significant risks, receives reports on adherence to established risk parameters, provides direction on mitigation of our risks and closure of issues and supervises our enterprise risk management program. This committee also oversees regulatory compliance risk management activities including regulatory compliance training, regulatory compliance change management, compliance risk assessment, transactional testing and monitoring, customer complaint monitoring, policies and procedures, privacy and information sharing practices, compliance with the Sarbanes-Oxley Act of 2002, and our Code of Business Conduct. This committee also evaluates risks associated with new or modified business and makes recommendations regarding proposed business initiatives based on their inherent risks and controls.

Credit and Loan Loss Committee. Our Credit and Loan Loss Committee is an executive management-level committee that oversees our credit and portfolio management monitoring and strategies, the sufficiency of our loan loss reserves, and current or emerging issues affecting delinquency and default trends which may result in adjustments in our allowances for loan losses.

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Disclosure Committee. Our Disclosure Committee reviews our periodic SEC reporting documents, earnings releases and related disclosure policies and procedures, and evaluates whether modified or additional disclosures are required.

Asset and Liability Committee. Our Asset and Liability Committee oversees our investment portfolio and strategy and our compliance with our investment policy.

Other Management-Level Committees. We have other management-level committees that oversee various other Navient business activities including critical accounting assumptions, human resources management, and incentive compensation governance.

Internal Audit Risk Assessment

Navient’s Internal Audit function monitors Navient’s various risk management and compliance efforts, identifies areas that may require increased focus and resources, and reports its findings and recommendations to executive management and the Audit Committee of our board of directors. Internal Audit performs an annual risk assessment evaluating the risk of all significant components of our company and uses the results to develop an annual risk-based internal audit plan as well as a multi-year rotational audit schedule.

Risk Appetite Framework

Navient’s Risk Appetite Framework establishes the level of risk we are willing to accept within each risk category in pursuit of our business strategy. The Risk Committee of our board of directors reviews our Risk Appetite Framework annually, helping to ensure consistency in our business decisions, monitoring and reporting. Our management-level Enterprise Risk and Compliance Committee monitors approved risk limits and thresholds to ensure our businesses are operating within approved risk limits. Through ongoing monitoring of risk exposures, management identifies potential risks and develops appropriate responses and mitigation strategies.

Risk Categories

Our Risk Appetite Framework segments Navient’s risks across nine domains: (1) credit; (2) market; (3) funding and liquidity; (4) operational; (5) compliance; (6) legal; (7) governance; (8) reputational/political; and (9) strategic.

Credit Risk. Credit risk is the risk to earnings or capital resulting from an obligor’s failure to meet the terms of any contract with us or otherwise fail to perform as agreed. Navient has credit or counterparty risk exposure with borrowers and cosigners of our Private Education Loans and Private Education Refinance Loans, counterparties with whom we have entered derivative or other similar contracts and entities with whom we make investments. Credit and counterparty risks are overseen by our Chief Risk and Compliance Officer and our management-level Credit and Loan Loss Committee. The credit risk related to our Private Education Loans and Private Education Refinance Loans is managed within a credit risk infrastructure which includes: (i) a well-defined underwriting, asset quality and collection policy framework; (ii) an ongoing monitoring and review process of portfolio concentration and trends; (iii) assignment and management of credit and loss forecasting authorities and responsibilities; and (iv) establishment of an allowance for loan losses. Credit risk related to derivative contracts is managed by reviewing counterparties for credit strength on an ongoing basis and through our credit policies, which place limits on our exposure with any single counterparty and, in most cases, require collateral to secure the position. Our Chief Risk and Compliance Officer reports regularly to both the Risk and Audit Committees of the board on credit risk management.

Market Risk. Market risk is the risk to earnings or capital resulting from changes in market conditions, such as interest rates, index mismatches, credit spreads, commodity prices or volatilities. Navient is exposed to various types of market risk, including mismatches between the maturity/duration of assets and liabilities, interest rate risk and other risks that arise through the management of our investment, debt and education loan portfolios. Market risk exposure is overseen by our Chief Financial Officer and our management-level Asset and Liability Committee, which are responsible for managing market risks associated with our assets and liabilities and recommending limits to be included in our risk appetite and investment structure. These activities are closely tied to those related to the management of our funding and liquidity risks. The Risk Committee of our board of directors periodically reviews and approves the investment, asset and liability management policies, establishes and monitors various tolerances or other risk measurements, as well as contingency funding plans developed and administered by our Asset and Liability Committee. The Risk Committee and our Chief Financial Officer report to the full board of directors on matters of market risk management.

Funding and Liquidity Risk. Funding and liquidity risk is the risk to earnings, capital or the conduct of our business arising from the inability to meet our obligations when they become due without incurring unacceptable losses, such as the ability to fund liability maturities or invest in future asset growth and business operations at reasonable market rates. Our primary liquidity risks are any mismatch between the maturity of our assets and liabilities and the servicing of our indebtedness. Navient’s Chief Financial Officer oversees our funding and liquidity management activities and is responsible for planning and executing our funding activities and strategies, analyzing and monitoring our liquidity risk, maintaining excess liquidity and accessing diverse funding sources depending on current market conditions.

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Funding and liquidity risks are overseen and recommendations approved primarily through our management-level Asset and Liability Committee. The Risk Committee of our board of directors periodically reviews and approves our funding and liquidity positions and the contingency funding plan developed and administered by our Asset and Liability Committee. The Risk Committee also receives regular reports on our performance against funding and liquidity plans at each of its meetings.

Operational Risk. Operational risk is the risk to earnings or the conduct of our business resulting from inadequate or failed internal processes, people or systems or from external events. Operational risk is pervasive, existing in all business areas, functional units, legal entities and geographic locations, and it includes information technology risk, cybersecurity risk, physical security risk on tangible assets, third-party vendor risk, legal risk, compliance risk and reputational risk. Operational risk exposures are managed by business area management and our second and third lines of defense, with oversight by our management-level committees. The board of directors or the Risk Committee of our board receives operations reports at each regularly scheduled meeting. The board of directors or the Risk Committee of our board also receives business development updates regarding our various business initiatives, receives periodic information security and cybersecurity updates and reviews operational and systems-related matters to ensure their implementation produces no significant internal control issues.

Compliance, Legal and Governance Risk. Compliance, legal and governance risks are subsets of operational risk but are recognized as a separate and complementary risk category given their importance in our business. Compliance risk is the risk to earnings, capital or reputation arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards. Legal risk is the risk to earnings, capital or reputation manifested by claims made through the legal system and may arise from a product or service, a transaction, a business relationship, property (real, personal or intellectual), conduct of an employee or change in law or regulation. Governance risk is the risk of not establishing and maintaining a control environment that aligns with stakeholder and regulatory expectations, including tone at the top and board performance. These risks are inherent in all of our businesses. The Audit Committee of our board of directors oversees our monitoring and control of legal and compliance risks. The Audit Committee annually reviews our Compliance Plan and significant breaches of our Code of Business Conduct and receives regular reports from executive management responsible for the regulatory and compliance risk management functions. The board of directors and the Audit Committee receive reports on significant litigation and regulatory matters at each regularly scheduled meeting.

Reputational/Political Risk. Reputational risk is the risk to earnings or capital arising from damage to our reputation in the view of, or loss of the trust of, customers and the general public. Political risk is the closely related risk to earnings or capital arising from damage to our relationships with governmental entities, regulators and political leaders and candidates. These risks can arise due to both our own acts and omissions (both real and perceived), and the acts and omissions of other industry participants or other third parties, and they are inherent in all of our businesses. Reputational risk and political risk are managed through a combination of business area management and our second and third lines of defense. The Nominations and Governance Committee of our board of directors oversees our reputational and political risk and regularly receives reports on these matters.

Strategic Risk. Strategic risk is the risk to earnings or capital arising from our potential inability to successfully carry out our strategy. This risk can arise due to both our own acts or omissions, and the acts or omissions of other industry participants or other third parties, and it is inherent in all of our businesses. Strategic risk is managed through a combination of business area management and our second and third lines of defense.

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Supervision and Regulation

Regulatory Oversight

We operate in a highly regulated industry where many aspects of our businesses are subject to federal and state regulation and administrative oversight. The following is a summary of the material statutes and regulations currently applicable to us and our subsidiaries. We may become subject to additional laws, rules or regulations in the future. This summary is not a comprehensive analysis of all applicable laws and is qualified by reference to the full text of the statutes and regulations referenced below.

The Dodd-Frank Act was adopted to reform and strengthen regulation and supervision of the U.S. financial services industry. It contains comprehensive provisions that govern the practices and oversight of financial institutions and other participants in the financial markets. It imposes additional regulations, requirements and oversight on almost every aspect of the U.S. financial services industry, including increased capital and liquidity requirements, limits on leverage and enhanced supervisory authority. Some of these provisions apply to Navient and its various businesses and securitization vehicles.

The Consumer Financial Protection Act established the Consumer Financial Protection Bureau (CFPB), which has authority to write regulations under federal consumer financial protection laws and to directly or indirectly enforce those laws and examine financial institutions for compliance. The CFPB is authorized to impose fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities. It also has authority to prevent unfair, deceptive or abusive practices. Since its creation, the CFPB has been active in its supervision, examination and enforcement of financial services companies. In January 2017, the CFPB filed a lawsuit against Navient alleging several unfair, deceptive or abusive practices, and other violations of consumer protection statutes. Additional information on the CFPB lawsuit is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

The Dodd-Frank Act also authorizes state officials to enforce regulations issued by the CFPB and to enforce the Dodd-Frank Act’s general prohibition against unfair, deceptive and abusive practices. The Attorneys General of the State of Illinois, the State of Washington, the Commonwealth of Pennsylvania, the State of California, the State of Mississippi and the State of New Jersey have also filed lawsuits against Navient and some of its subsidiaries containing similar alleged violations of consumer protection laws as those alleged in the CFPB lawsuit as well as several additional areas. These cases were settled by mutual agreement between the Company and various State Attorneys General. Additional information on these lawsuits is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

Higher Education Act. The HEA is the primary law that authorizes and regulates federal student aid programs for higher education. Navient is subject to the HEA and its education loan operations are periodically reviewed by ED and Guarantors or entities acting on their behalf. As a servicer of federal education loans, Navient is subject to ED regulations regarding financial responsibility and administrative capability that govern all third-party servicers of insured education loans. In connection with its servicing operations on behalf of Guarantor clients, Navient must comply with ED regulations that govern Guarantor activities as well as agreements for reimbursement between ED and our Guarantor clients. While the HEA is required to be reviewed and "reauthorized" by Congress every five years, Congress has not reauthorized the HEA since 2008, choosing to temporarily extend the Act each year since 2013. During the COVID-19 pandemic, the Biden-Harris Administration and ED have relied upon The CARES Act and The HEROs Act to provide the legislative authority necessary to delay or cancel direct student loan payments. We cannot predict whether or when legislation will be passed or how it would impact us.

Federal Financial Institutions Examination Council. As a service provider to financial institutions, Navient is also subject to periodic examination by the Federal Financial Institutions Examination Council (FFIEC). FFIEC is a formal interagency body of the U.S. government empowered to prescribe uniform principles, standards, and report forms for the federal examination of financial institutions by the Federal Reserve Banks (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration, the Office of the Comptroller of the Currency and the CFPB and to make recommendations to promote uniformity in the supervision of financial institutions.

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Consumer Protection and Privacy. Navient’s Consumer Lending and Federal Education Loan segments are subject to federal and state consumer protection, privacy and related laws and regulations and are subject to supervision and examination by the CFPB and various state agencies. Some of the more significant federal laws and regulations include:


various laws governing unfair, deceptive or abusive acts or practices;


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


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


the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of race, creed or other prohibited factors in extending credit;


the Servicemembers Civil Relief Act (SCRA), which applies to all debts incurred prior to commencement of active military service (including education loans) and limits the amount of interest, including certain fees or charges that are related to the obligation or liability; and


the Telephone Consumer Protection Act (TCPA), which governs communication methods that may be used to contact customers.

Navient’s Business Processing segment is subject to federal and state consumer protection, privacy and related laws and regulations, as well as certain activities, supervision and examination by the CFPB and various state agencies. Some of the more significant federal statutes are the Fair Debt Collection Practices Act and additional provisions of the acts listed above, as well as the HEA and the various laws and regulations that pertain to government contractors. These activities are also subject to state laws and regulations similar to the federal laws and regulations listed above.

Regulatory Outlook

In 2023, we expect the regulatory environment for the business in which we operate will continue to be challenging. We anticipate that regulators will be more focused on conducting regulatory audits and initiating enforcement actions.

We anticipate a number of prominent themes will emerge:


The number and configuration of regulators, particularly the CFPB, State Attorneys General and various state legislators, is likely to change which may add to the complexity, cost and unpredictability of timing for resolution of particular regulatory issues.


The regulatory, compliance and risk control structures of financial institutions subject to enforcement actions by state and federal regulators are frequently cited, regardless of whether past practices have been changed, and enforcement orders have often included detailed demands for increased compliance, audit and board supervision, as well as the use of third-party consultants or monitors to recommend further changes or monitor remediation efforts.


Issues first identified with respect to one consumer product class or distribution channel are sometimes applied to other product classes or channels.

We expect that consumer protection regulations, standards, supervision, examination and enforcement practices will continue to evolve in both detail and scope as well as being more unpredictable than in previous periods. This evolution has added and may continue to significantly add to Navient’s compliance, servicing and operating costs. We have invested in compliance through multiple steps including realignment of Navient’s compliance management system to a lending, servicing, collections and business services business model; dedicated compliance resources for certain topics to focus on consumer expectations; formation of business support operations to enhance risk, control and compliance functions in each business area; additional regulatory training for front-line employees to ensure obligations are understood and followed during interactions with customers, as well as additional regulatory training for our board of directors to enhance their ability to oversee the Company’s risk framework and compliance as it and the regulatory environment changes; and expanded oversight and analysis of complaint trends to identify and remediate, if necessary, areas of potential consumer harm. Despite these increased activities, our current operations and compliance processes may not satisfy evolving regulatory standards. Past practices or products may continue to be the focus of examinations, inquiries or lawsuits.

As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management,” Navient has implemented a coordinated, formal enterprise risk management system aimed at reducing business and regulatory risks.

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Listed below are some of the most significant recent and pending regulatory changes that have the potential to affect Navient.

Education Loan Servicing and Consumer Lending. The CFPB has been active in the education loan industry and undertook a number of initiatives in recent years relative to the private education loan market and education loan servicing. In addition, several states have enacted various state servicing and licensing requirements. We anticipate that these state activities will continue. It is possible that more states will propose or pass similar or different requirements on either holders of education loans or their servicers. Depending on the nature of these laws or rules, they may impose additional or different requirements than Navient faces at the federal level.

Debt Collection Supervision. The CFPB also maintains supervisory authority over larger consumer debt collectors and in late 2021 implemented changes to Regulation F governing the collection of third-party consumer debt. The issuance of the CFPB’s rules does not preempt the various and varied levels of state consumer and collection regulations to which the activities of Navient’s subsidiaries are currently subject. Navient also utilizes third-party debt collectors to collect defaulted and charged-off education loans and will continue to be responsible for oversight of their procedures and controls.

Oversight of Derivatives. The Dodd-Frank Act created a comprehensive new regulatory framework for derivatives transactions under the Commodity Futures Trading Commission (CFTC), other prudential regulators and the SEC. This framework, among other things, subjects certain swap participants to new capital and margin requirements, recordkeeping and business conduct standards and imposes registration and regulation of swap dealers and major swap participants. The scope of the rules and exemptions continues to be defined through agency rulemakings. Even where Navient or a securitization trust sponsored by Navient qualifies for an exemption, many of its derivatives counterparties are subject to capital, margin and business conduct requirements and therefore Navient’s business may be impacted. Where Navient or the securitization trusts it sponsors do not qualify for an exemption, Navient or an existing or future securitization trust sponsored by Navient may be unable to enter into new swaps to hedge interest rate or currency risk or the costs associated with such swaps may increase. With respect to existing securitization trusts, an inability to amend, novate or otherwise materially modify existing swap contracts could result in a downgrade of its outstanding asset-backed securities. As a result, Navient’s business, ability to access the capital markets for financing and costs may be impacted by these regulations.

Legal Proceedings

For a discussion of legal matters as of December 31, 2022, please refer to “Note 12 – Commitments, Contingencies and Guarantees” to our consolidated financial statements included in this report, which is incorporated into this item by reference.

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FY 2021 10-K MD&A

SEC filing source: 0001564590-22-007182.

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high. Filing date: 2022-02-25. Report date: 2021-12-31.

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

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

The objective of this discussion and analysis is to allow investors to view the company from management’s perspective.  Accordingly, we provide the reader with 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. The discussion that follows is primarily focused on 2021 versus 2020 results. Discussion and analysis of 2020 results compared to 2019 is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on February 26, 2021.

Selected Historical Financial Information and Ratios

Years Ended December 31,
(In millions, except per share data)202120202019
GAAP Basis
Net income(1)$717$412$597
Diluted earnings per common share$4.18$2.12$2.56
Weighted average shares used to compute diluted earnings per share172195233
Return on assets.88%.47%.63%
Dividends per common share$.64$.64$.64
Return on common stockholders’ equity27%17%18%
Dividend payout ratio15%30%25%
Average equity/average assets3.20%2.60%3.39%
Total assets$80,605$87,412$94,903
Total borrowings$76,978$83,945$90,198
Total Navient Corporation stockholders’ equity$2,597$2,433$3,336
Book value per common share$16.89$13.06$15.49
Core Earnings Basis(2)
Net income(1)(2)$551$631$607
Diluted earnings per common share(2)$3.21$3.24$2.60
Adjusted diluted earnings per common share(2)$4.45$3.40$2.64
Weighted average shares used to compute diluted earnings per share172195233
Net interest margin, Federal Education Loans segment.99%.99%.83%
Net interest margin, Consumer Lending segment2.92%3.20%3.30%
Return on assets.68%.71%.64%
Education Loan Portfolios
Ending FFELP Loans, net$52,641$58,284$64,575
Ending Private Education Loans, net20,17121,07922,245
Ending total education loans, net$72,812$79,363$86,820
Average FFELP Loans$56,018$61,522$68,271
Average Private Education Loans21,22522,72022,512
Average total education loans$77,243$84,242$90,783
Column 1Column 2
(1)Regulatory expenses (which are excluded from Adjusted Core Earnings(2) expenses) for 2021 include $170 million, on an after-tax basis, related to the resolution of previously disclosed State Attorneys General litigation and investigations. See “Results of Operations – GAAP Comparison of 2021 Results with 2020” for further details. This expense equals $0.99 per share for 2021.
Column 1Column 2
(2)Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures – Core Earnings.”

10

The Year in Review

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 include 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 certain Core Earnings disclosures in the notes to our consolidated financial statements for our business segments. See “Non-GAAP Financial Measures — Core Earnings” for a further discussion and a complete reconciliation between GAAP net income and Core Earnings.

2021 GAAP net income was $717 million(1) ($4.18 diluted earnings per share), compared with $412 million ($2.12 diluted earnings per share) in the prior year. See “Results of Operations – Comparison of 2021 Results with 2020” for a discussion of the primary contributors to the change in GAAP earnings between periods.

2021 Core Earnings(2) net income was $551 million(1) ($3.21 diluted Core Earnings per share), compared with $631 million ($3.24 diluted Core Earnings per share) for 2020. Full-year 2021 and 2020 adjusted Core Earnings(2) diluted earnings per share were $4.45 and $3.40 respectively. See “Segment Results” for a discussion of the primary contributors to the change in Core Earnings between periods.

2021 was a year where we exceeded all of our original financial targets, demonstrated the value of our education loan portfolio, leveraged our technology and infrastructure to grow our business processing segment, increased returns to shareholders, strengthened capital and took significant steps to simplify and de-risk the business. Financial highlights of 2021 versus 2020 include:

Federal Education Loans segment:

Column 1Column 2Column 3
Net income decreased $83 million, or 15%, from $537 million to $454 million;
Column 1Column 2Column 3
FFELP Loan delinquency rate increased from 9.2% to 10.6% and is below pre-pandemic levels;
Column 1Column 2Column 3
Transferred the servicing contract for ED owned student loan accounts to a third party in October 2021;

Consumer Lending segment:

Column 1Column 2Column 3
Net income increased $132 million, or 37%, from $360 million to $492 million;
Column 1Column 2Column 3
Originated $6.0 billion of Private Education Loans, a 30% increase over the prior year;
Column 1Column 2Column 3
Private Education Loan delinquency rate increased from 2.6% to 3.2% and is below pre-pandemic levels;

Business Processing segment:

Column 1Column 2Column 3
EBITDA(2) increased $79 million, or 139%, from $57 million to $136 million;
Column 1Column 2Column 3
Revenue increased $184 million, or 61%, to $488 million;

Capital, funding and liquidity:

Column 1Column 2Column 3
Adjusted tangible equity ratio(2) increased to 5.9% from 5.0%;
Column 1Column 2Column 3
Repurchased $600 million of common shares. Authorized $1 billion in a new multi-year share repurchase program in December, all of which remains outstanding;
Column 1Column 2Column 3
Paid $107 million in common stock dividends;
Column 1Column 2Column 3
Issued $9.5 billion in term ABS and $1.3 billion in unsecured debt;
Column 1Column 2Column 3
Repurchased $2.6 billion of unsecured debt, resulting in a pre-tax loss of $73 million ($0.33 per share), compared with $768 million repurchased at a $6 million loss ($0.02 per share) in the year-ago period; and

Expenses:

Column 1Column 2Column 3
Adjusted Core Earnings expenses(2) increased $43 million to $974 million. This increase was primarily a result of a $106 million increase in expenses in the Business Processing segment related to the increase in revenue discussed above.
Column 1Column 2
(1)Regulatory expenses (which are excluded from Adjusted Core Earnings(2) expenses) for 2021 include $170 million, on an after-tax basis, related to the resolution of previously disclosed State Attorneys General litigation and investigations. See “Results of Operations – GAAP Comparison of 2021 Results with 2020” for further details. This expense equals $0.99 per share for 2021.
Column 1Column 2
(2)Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

11

Navient’s Response to COVID-19

Since its emergence in early 2020, the COVID-19 pandemic has been dynamic and unpredictable. Variants continue to emerge while efforts to mitigate and contain the impact of the pandemic continue to evolve. In response to the COVID-19 pandemic, we have prioritized the safety of our employees and business partners, while continually striving to support the needs of our customers and communities during this unprecedented period. During 2021, the COVID-19 pandemic continued to affect our business operations, as set forth below.

Our Team Members

Since the onset of the pandemic, we have taken decisive action to protect the health and safety of our employees. We expanded our work-from-home capabilities and implemented best practices in our facilities with regard to safety and hygiene to protect those who were unable to work remotely. We were able to quickly and successfully enable 90% of our team to work from home. As of December 31, 2021, approximately 85% of our team remains on work-from-home status. To facilitate the work-from-home experience, we have implemented various digital platforms and virtual collaboration tools to maintain productivity and to remain in contact with one another and our business partners. As a result of these steps, the pandemic has not adversely affected our ability to maintain our operations or service our customers and borrowers. While we had anticipated that some of our team members would begin returning to the office in the second half of 2021, the Delta and Omicron variants of the virus caused us to delay their return for the immediate future.  Once we begin the return-to-office process, we anticipate that many of our team members may continue to work remotely or utilize a hybrid work model. The return-to-office is likely to take place in stages and we anticipate that the environment may require a continuation of various safety protocols.

Customers and Education Loan Performance

Our FFELP and Private Education Loan portfolios have been impacted and may continue to be impacted by the pandemic. To date, we have offered COVID-19 relief options such as the use of forbearance to those borrowers. Private Education Loans in forbearance decreased to $535 million or 2.6% of the portfolio at December 31, 2021, after peaking at $3.4 billion or 14.7% during the second quarter of 2020. Despite the COVID-19 crisis, we have seen most borrowers continue to make payments according to their payment plans. As a result, the delinquency and forbearance rates on the Private Education portfolio as of December 31, 2021, are below pre-pandemic levels as of December 31, 2019. Our Private Education Loan charge-offs declined 49% to $184 million for the full year of 2020 compared with $364 million in full year 2019. This decline was largely due to the strength of the economy heading into March 2020 and the COVID-19 forbearance granted to borrowers. We see this continued decline with charge-offs of $153 million in 2021. Our allowance for loan losses covers our expectation that defaults will begin to increase in 2022 given the default timing impact related to the use of forbearance and the end of various payment relief and stimulus benefit programs recently, and in the near future. Our total reserves were $1.6 billion (excluding the expected future recoveries on charged-off loans) at December 31, 2021, which represent reserves equal to 6.3% of our Private Education Loans and 0.5% of our FFELP Loan portfolio.

The pandemic initially required us to reduce our marketing efforts and tighten credit related to our Private Education Loan origination business until we had greater visibility into the uncertainty and volatility in the capital markets and the overall economic outlook. This resulted in second-quarter 2020 originations of $238 million. With improved visibility in both credit and funding costs, we restarted marketing efforts in the third quarter of 2020 and increased third-quarter and fourth-quarter originations to $1.3 billion and $1.1 billion, respectively. Total originations increased 30% from 2020 to 2021 with $6.0 billion, $4.6 billion and $4.9 billion of originations in 2021, 2020 and 2019, respectively.

Clients and Business Processing Segment Performance

Our Business Processing Segment (BPS) has experienced record revenue and profitability during the pandemic. EBITDA(1) for this segment increased from $57 million a year ago to $136 million in 2021. This rapid increase in revenue has been largely the result of our ability to transition our technology-enabled solutions and team members to support state clients working to help residents access various benefits implemented in connection with the CARES Act. BPS has also provided contact tracing and vaccine administration services to numerous state and local governments during the pandemic. The revenue derived from these new service offerings has greatly exceeded the negative revenue impact BPS experienced as a result of COVID-19 on the traditional services provided. While the revenue from these new business opportunities has declined as the impact of the pandemic abates, we also expect new opportunities for this segment as a result of services provided to these clients during the pandemic.

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Liquidity, Financings and Capital

The impact of the pandemic on the capital markets was significant during the early part of the pandemic, decreasing the number of transactions brought to market and increasing the pricing of those that were successfully marketed. However, in the second half of 2020 the capital markets began to improve with ready access to the markets, albeit at a higher cost than pre-COVID-19 levels. In 2021, we issued $1.3 billion of unsecured debt and $9.5 billion of ABS below pre-COVID-19 cost of funds levels. Throughout the pandemic we have maintained a strong liquidity position. As of December 31, 2021, we had $1.4 billion of primary sources of liquidity, $905 million of which was cash. We also had, as of December 31, 2021, additional capacity in our funding facilities of $2.2 billion for Private Education Loans and $546 million for FFELP Loans. In addition, cash flow from our loan portfolio and services contracts remains strong as our very seasoned loan portfolio experiences lower levels of stress.

We ended 2021 with an Adjusted Tangible Equity Ratio(1) of 5.9% compared to 5.0% as of December 31,2020. In 2020, our GAAP equity was reduced due to the implementation of CECL on January 1, 2020 as well as a result of the net mark-to-market losses related to derivative accounting as a result of the significant decrease in interest rates. These mark-to-market losses recognized under GAAP cumulatively totaled $616 million (after tax) as of December 31, 2020 and $299 million (after tax) as of December 31, 2021. These losses will reverse over time as these derivatives mature.

Other Matters

From an accounting, reporting and disclosure perspective, COVID-19 and the related work-from-home policies did not negatively impact our ability to close our books, manage our financial systems, or maintain our internal control over financial reporting and our disclosure controls and procedures. See “Critical Accounting Policies and Estimates” for a discussion of how COVID-19 impacted our allowance for loan loss and our conclusion of goodwill not being impaired.

We have successfully implemented our business continuity plans in response to COVID-19. We do not foresee requiring material expenditures to continue to operate in a work-from-home environment nor do we expect material expenditures to return to work in the office. We do not anticipate a material adverse impact of COVID-19 on our supply chain and we do not expect the anticipated impact of COVID-19 to materially change the relationship between costs and revenues. We have not been adversely impacted by travel restrictions and border closures nor do we anticipate that our operations will be materially impacted by any constraints on our human capital resources and productivity.

Column 1Column 2
(1)Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

13

Results of Operations

GAAP Income Statements

Increase (Decrease)
Years Ended December 31,2021 vs. 20202020 vs. 2019
(Dollars in millions, except per share amounts)202120202019$%$%
Interest income
FFELP Loans$1,464$1,837$2,847$(373)(20)%$(1,010)(35)%
Private Education Loans1,1811,4451,731(264)(18)(286)(17)
Other loans2(2)(100)
Cash and investments31693(13)(81)(77)(83)
Total interest income2,6483,2984,673(650)(20)(1,375)(29)
Total interest expense1,3162,0463,488(730)(36)(1,442)(41)
Net interest income1,3321,2521,185806676
Less: provisions for loan losses(61)155258(216)(139)(103)(40)
Net interest income after provisions for loan losses1,3931,0979272962717018
Other income (loss):
Servicing revenue168214240(46)(21)(26)(11)
Asset recovery and business processing revenue5394584888118(30)(6)
Other income3020451050(25)(56)
Gains on sales of loans781678100(16)(100)
Gains (losses) on debt repurchases(73)(6)45(67)1,117(51)(113)
Gains (losses) on derivative and hedging activities, net64(256)22320125(278)(1,264)
Total other income80643085637687(426)(50)
Expenses:
Operating expenses1,20796498424325(20)(2)
Goodwill and acquired intangible assets impairment and amortization expense302230836(8)(27)
Restructuring/other reorganization expenses269617189350
Total expenses1,2639951,02026827(25)(2)
Income before income tax expense93653276340476(231)(30)
Income tax expense2191201669983(46)(28)
Net income$717$412$597$30574%$(185)(31)%
Basic earnings per common share$4.23$2.14$2.59$2.0998%$(.45)(17)%
Diluted earnings per common share$4.18$2.12$2.56$2.0697%$(.44)(17)%
Dividends per common share$.64$.64$.64$%$%

14

GAAP Comparison of 2021 Results with 2020

For the year ended December 31, 2021, net income was $717 million, or $4.18 diluted earnings per common share, compared with net income of $412 million, or $2.12 diluted earnings per common share, for the year-ago period.

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

Column 1Column 2Column 3
Net interest income increased by $80 million, primarily as a result of a $105 million increase in mark-to-market gains on fair value hedges recorded in interest expense. Also contributing to the increase is the growth in the Private Education Refinance Loan portfolio. Partially offsetting this increase is the continued natural paydown of the FFELP and non-refinance Private Education Loan portfolios, as well as the $1.6 billion of Private Education Loans sales in first-quarter 2021.
Column 1Column 2Column 3
Provisions for loan losses decreased $216 million from $155 million to $(61) million:
Column 1Column 2Column 3
The provision for FFELP loan losses decreased $13 million to $0.
Column 1Column 2Column 3
The provision for Private Education Loan losses decreased $203 million from $142 million to $(61) million.

The negative provision for 2021 of $(61) million was comprised of $64 million in connection with loan originations less the reversal of both $107 million of allowance for loan losses in connection with the sale of approximately $1.6 billion of Private Education Loans, as well as $18 million related to a decrease in expected losses for the overall portfolio. There has been an improvement in the current and forecasted economic conditions since December 31,2020, but such improvement has not mitigated the uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits recently and in the future. The provision in the year-ago period primarily related to an increase in expected losses due to COVID-19’s negative impact on the current and forecasted economic conditions that occurred subsequent to the adoption of CECL on January 1, 2020.

Column 1Column 2Column 3
Servicing revenue decreased $46 million primarily related to the transfer of the servicing contract for 5.6 million ED owned student loan accounts from Navient to a third party on October 6, 2021. As a result, Navient no longer is a party to the ED servicing contract. To aid in the transition, Navient will provide certain services into 2022 to the third party through a transition services agreement (see discussion below related to “Other income”). As part of the transaction, approximately 700 Navient employees were transferred to the third party. This transaction provided a seamless transition for millions of borrowers ensuring the ongoing servicing capacity for the Department of ED through the knowledge transfer and ongoing employment of 700 employees. Additional benefits to Navient of this transaction are the simplification of our business, reducing our overall risk profile and avoiding significant severance expense.
Column 1Column 2Column 3
Asset recovery and business processing revenue increased $81 million primarily as a result of a $184 million increase in revenue earned in our Business Processing segment, primarily due to contracts to support states in providing pandemic relief services, as well as revenue from our traditional Business Processing segment services we perform for our government and healthcare services clients. These increases were partially offset by the impact of COVID-19 on certain collection activities and the planned wind-down of the ED asset recovery contract in the Federal Education Loan segment.
Column 1Column 2Column 3
Other income increased $10 million primarily related to the transition services being performed in connection with the transfer of the ED servicing contract to a third party discussed above.
Column 1Column 2Column 3
Gains on sales of loans increased $78 million in connection with the sale of approximately $1.6 billion of Private Education Loans in 2021. There were no such sales in the year-ago period. The sale of Private Education Loans was comprised as follows:
Column 1Column 2Column 3
Approximately $590 million of non-Refinance Loans, resulting in a $48 million gain on sale (of which $560 million were sold in the first quarter and $30 million were sold in the second quarter); and
Column 1Column 2Column 3
Approximately $1.03 billion of Refinance Loans, resulting in a $30 million gain on sale. In addition, there was a $13 million gain related to derivatives that were used to hedge this transaction that did not qualify for hedge accounting. As a result, this gain related to the derivatives was included as a part of “gains (losses) on derivative and hedging activities, net” on the income statement.
Column 1Column 2Column 3
Losses on debt repurchases increased $67 million. We repurchased $2.6 billion of debt at a $73 million loss in the current period compared to $768 million repurchased at a $6 million loss in the year-ago period. As a part of our asset liability management, we regularly repurchase debt to optimize the funding of our portfolio of educations loans to better match asset and liability maturities and reduce our interest costs.
Column 1Column 2Column 3
Net gains on derivative and hedging activities increased $320 million. The primary factors affecting the change were interest rate and foreign currency fluctuations, which impact the valuations of derivative instruments including Floor Income Contracts, basis swaps and foreign currency hedges during each period. Valuations of derivative instruments fluctuate based upon many factors including changes in

15

Column 1Column 2Column 3
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. In particular, the net loss in 2020 was primarily related to the significant reduction in interest rates and resulting impact on the mark-to-market of the derivatives used to economically hedge FFELP Loan Floor Income that do not qualify for hedge accounting. In 2021, interest rates have increased which has resulted in mark-to-market gains on these instruments.
Column 1Column 2Column 3
Excluding net regulatory-related expenses of $233 million and $33 million in 2021 and 2020, respectively, operating expenses were $974 million and $931 million in 2021 and 2020, respectively. This $43 million increase was primarily a result of a $106 million increase in expenses in the Business Processing segment in connection with the increase in segment revenue, with an offsetting $64 million decrease in expenses primarily in the Federal Education Loans segment as a result of the decrease of Federal Education Loan asset recovery revenue discussed above.

Included in current period regulatory expenses is $205 million related to the settlements with State Attorneys General, which were entered into on January 13, 2022, to resolve all matters in dispute related to certain previously disclosed Attorneys General litigation and investigations. In fourth-quarter 2021, when such loss became probable, the Company recognized this contingent liability. The $205 million expense is comprised of approximately $155 million of cash payments and $50 million in connection with forgiving certain loans and the related amount of the expected future recoveries of these charged-off loans carried on the balance sheet. Prior to the fourth quarter, this contingent liability was neither probable nor reasonably estimable and, as a result, no contingent liability had been previously established. See  “Note 12 – Commitments, Contingencies and Guarantees” for further discussion.

Column 1Column 2Column 3
Goodwill and acquired intangible asset impairment and amortization expense increased $8 million primarily related to $8 million of goodwill that was written off in connection with the transfer of the ED servicing contract discussed above.
Column 1Column 2Column 3
During 2021 and 2020, the Company incurred $26 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 primarily due to facility lease terminations, severance-related costs and the impairment of a facility held for sale. The increase from the year-ago period is primarily related to the impairment of a facility held for sale.

We repurchased 34.4 million and 30.6 million shares of our common stock during the years ended December 31, 2021 and 2020, respectively. As a result of repurchases, our average outstanding diluted shares decreased by 23 million common shares (or 12%) from the year-ago period.

16

Segment Results

Federal Education Loans Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Interest income:
FFELP Loans$1,405$1,813$2,907(23)%(38)%
Other loans1(100)
Cash and investments750(100)(86)
Total interest income1,4051,8202,958(23)(38)
Total interest expense8301,1942,376(30)(50)
Net interest income575626582(8)8
Less: provision for loan losses1330(100)(57)
Net interest income after provision for loan losses575613552(6)11
Other income (loss):
Servicing revenue162208229(22)(9)
Asset recovery and business processing revenue51154230(67)(33)
Other income25928178(68)
Total other income238371487(36)(24)
Direct operating expenses223287359(22)(20)
Income before income tax expense590697680(15)3
Income tax expense136160155(15)3
Core Earnings$454$537$525(15)%2%

Highlights of 2021 vs. 2020

Column 1Column 2
Core Earnings were $454 million compared to $537 million.
Column 1Column 2
Net interest income decreased $51 million, primarily due to a less favorable interest environment as a result of an increase in interest rates, as well as the natural paydown of the portfolio.
Column 1Column 2
Provision for loan losses decreased $13 million.

○    Charge-offs were $26 million compared with $49 million.

○    Delinquencies greater than 30 days were $4.7 billion compared with $4.4 billion.

○    Forbearances were $6.3 billion, down $1.4 billion from $7.7 billion.

Column 1Column 2
Other revenue decreased $133 million which was primarily a result of the impact of COVID-19 on certain collection activities, the planned winddown of the ED asset recovery contract, as well as the transfer of the ED servicing contract to a third party in October 2021.
Column 1Column 2
Expenses were $64 million lower primarily as a result of the decrease in other revenue discussed above.

17

Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202120202019
Segment net interest margin.99%.99%.83%
FFELP Loans:
FFELP Loan spread1.06%1.06%.89%
Provision for loan losses$$13$30
Charge-offs$26$49$42
Charge-off rate.06%.10%.07%
Greater than 30-days delinquency rate10.6%9.2%11.7%
Greater than 90-days delinquency rate4.8%4.6%5.8%
Forbearance rate12.4%13.8%12.2%
Average FFELP Loans$56,018$61,522$68,271
Ending FFELP Loans, net$52,641$58,284$64,575
(Dollars in billions)
Number of accounts serviced for ED (in millions)(1)5.65.6
Total federal loans serviced(1)$61$284$287
Contingent collections receivables inventory$11.7$10.2$19.0
Column 1Column 2Column 3
(1)Closed on the novation and transfer of our ED servicing contract to a third party in October 2021. As of year-end 2021, we serviced $61 billion in FFELP (federally guaranteed) loans.

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202120202019
FFELP Loan yield1.91%2.30%3.79%
Hedged Floor Income.41.40.42
Unhedged Floor Income.19.25.05
FFELP Loan net yield2.512.954.26
FFELP Loan cost of funds(1.45)(1.89)(3.37)
FFELP Loan spread1.061.06.89
Other interest-earning asset spread impact(.07)(.07)(.06)
Net interest margin(1).99%.99%.83%
Column 1Column 2Column 3
(1)The average balances of the interest-earning assets for the respective periods are:
Years Ended December 31,
(Dollars in millions)202120202019
FFELP Loans$56,018$61,522$68,271
Other interest-earning assets1,8161,8472,297
Total FFELP Loan interest-earning assets$57,834$63,369$70,568

As of December 31, 2021, our FFELP Loan portfolio totaled $52.6 billion, comprised of $18.2 billion of FFELP Stafford Loans and $34.4 billion of FFELP Consolidation Loans. The weighted-average life of these portfolios as of December 31, 2021 was 6 years and 7 years, respectively, assuming a Constant Prepayment Rate (CPR) of 9% and 5%, respectively.

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 December 31, 2021 and 2020, based on interest rates as of those dates.

(Dollars in billions)December 31, 2021December 31, 2020
Education loans eligible to earn Floor Income$52.4$57.8
Less: post-March 31, 2006 disbursed loans required to rebate Floor Income(24.3)(26.5)
Less: economically hedged Floor Income(11.7)(18.1)
Education loans eligible to earn Floor Income after rebates and economically hedged$16.4$13.2
Education loans earning Floor Income$11.3$13.0

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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 January 1, 2022 to December 31, 2026.

(Dollars in billions)20222023202420252026
Average balance of FFELP Consolidation Loans whose Floor Income is economically hedged$12.4$7.8$2.0$1.0$1.0

Provision for Loan Losses

The provision for FFELP Loan losses was $0 in 2021, down $13 million from 2020. There has been an improvement in the current and forecasted economic conditions since the prior year, but such improvement has not mitigated the uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits recently and in the future. The provision in 2020 primarily related to an increase in expected losses due to COVID-19’s negative impact on the current and forecasted economic conditions that occurred subsequent to the adoption of CECL on January 1, 2020.

Servicing Revenue

Servicing revenue decreased $46 million primarily related to the transfer of the servicing contract for 5.6 million ED owned student loan accounts from Navient to a third party on October 6, 2021. As a result, Navient no longer is a party to the ED servicing contract. To aid in the transition, Navient will provide certain services into 2022 to the third party through a transition services agreement (see discussion below related to “Other income”). As part of the transaction, approximately 700 Navient employees were transferred to the third party. This transaction provided a seamless transition for millions of borrowers ensuring the ongoing servicing capacity for the Department of ED through the knowledge transfer and ongoing employment of 700 employees. Additional benefits to Navient of this transaction are the simplification of our business, reducing our overall risk profile and avoiding significant severance expense.

Third-party loan servicing fees in 2021 and 2020 included $104 million and $141 million, respectively, of servicing revenue related to the ED servicing contract.

Asset Recovery and Business Processing Revenue

Asset recovery and business processing revenue decreased $103 million primarily as a result of the impact of COVID-19 on certain collection and processing activities (temporary stoppage or other restrictions on certain activities) and the planned wind-down of the ED asset recovery contract.

Other Income

Other income increased $16 million primarily related to the transition services being performed in connection with the transfer of the ED Servicing contract to a third party as discussed above.

Operating Expenses

Operating expenses for the Federal Education Loans segment primarily include costs incurred to perform servicing and asset recovery activities on our FFELP Loan portfolio and federal education loans held by other institutions. Expenses were $64 million lower primarily as a result of the decrease in asset recovery revenue discussed above.

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Consumer Lending Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Interest income:
Private Education Loans$1,181$1,445$1,731(18)%(17)%
Other Loans1(100)
Cash and investments2316(33)(81)
Interest income1,1831,4481,748(18)(17)
Interest expense541699980(23)(29)
Net interest income642749768(14)(2)
Less: provision for loan losses(61)142228(143)(38)
Net interest income after provision for loan losses7036075401612
Other income (loss):
Servicing revenue6611(45)
Other income1(100)
Gains on sales of loans9116100(100)
Total other income976281,517(79)
Direct operating expenses16214615611(6)
Income before income tax expense6384674123713
Income tax expense146107963611
Core Earnings$492$360$31637%14%

Highlights of 2021 vs. 2020

Column 1Column 2
Originated $6.0 billion of Private Education Loans, an increase of 30% compared to $4.6 billion.
Column 1Column 2
Core Earnings were $492 million compared to $360 million.
Column 1Column 2
Net interest income decreased $107 million primarily due to the natural paydown of the non-refinance loan portfolio, as well as the $1.6 billion of loan sales in first-quarter 2021. Partially offsetting this decrease was the growth of the Private Education Refinance Loan portfolio.
Column 1Column 2
The negative provision for 2021 of $(61) million was comprised of $64 million in connection with loan originations less the reversal of both $107 million of allowance for loan losses in connection with the sale of approximately $1.6 billion of Private Education Loans, as well as $18 million related to a decrease in expected losses for the overall portfolio. There has been an improvement in the current and forecasted economic conditions since December 31,2020, but such improvement has not mitigated the uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits recently and in the future. The provision in the year-ago period primarily related to an increase in expected losses due to COVID-19’s negative impact on the current and forecasted economic conditions that occurred subsequent to the adoption of CECL on January 1, 2020.
Column 1Column 2Column 3
Excluding the $16 million and $23 million, respectively, related to the change in the portion of the loan amount charged off at default, charge-offs were $153 million compared with $184 million.
Column 1Column 2Column 3
Private Education Loan delinquencies greater than 90 days: $297 million, up $80 million from $217 million.
Column 1Column 2Column 3
Private Education Loan delinquencies greater than 30 days: $650 million, up $96 million from $554 million.
Column 1Column 2Column 3
Private Education Loan forbearances: $535 million, down $309 million from $844 million.
Column 1Column 2
Gains on sales of loans increased $91 million in connection with the sale of approximately $1.6 billion of Private Education Loans in 2021. There were no such sales in the prior year.
Column 1Column 2
Expenses were $16 million higher primarily as a result of the increase in refinance and in-school loan originations.

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Key performance metrics are as follows:

Years Ended December 31,
(Dollars in millions)202120202019
Segment net interest margin2.92%3.20%3.30%
Private Education Loans (including Refinance Loans):
Private Education Loan spread3.12%3.40%3.52%
Provision for loan losses$(61)$142$226
Charge-offs(1)$153$184$364
Charge-off rate(1).76%.88%1.67%
Greater than 30-days delinquency rate3.2%2.6%4.6%
Greater than 90-days delinquency rate1.5%1.0%2.0%
Forbearance rate2.6%3.9%2.7%
Average Private Education Loans$21,225$22,720$22,512
Ending Private Education Loans, net$20,171$21,079$22,245
Private Education Refinance Loans:
Charge-offs$11$8$3
Greater than 90-day delinquency rate.1%.1%%
Average balance of Private Education Refinance Loans$8,876$7,700$4,669
Ending balance of Private Education Refinance Loans$9,791$8,202$6,423
Private Education Refinance Loan originations$5,811$4,564$4,893
Column 1Column 2
(1)Excludes the $16 million, $23 million and $21 million of charge-offs in 2021, 2020 and 2019, respectively, on the expected future recoveries of charged-off loans that occurred as a result of changing the charge-off rate from 81.4% to 81.7%, 81% to 81.4% and 80.5% to 81% in 2021, 2020 and 2019, respectively.

Net Interest Margin

The following table details the net interest margin.

Years Ended December 31,
202120202019
Private Education Loan yield5.57%6.36%7.69%
Private Education Loan cost of funds(2.45)(2.96)(4.17)
Private Education Loan spread3.123.403.52
Other interest-earning asset spread impact(.20)(.20)(.22)
Net interest margin(1)2.92%3.20%3.30%
Column 1Column 2
(1)The average balances of the interest-earning assets for the respective periods are:
Years Ended December 31,
(Dollars in millions)202120202019
Private Education Loans$21,225$22,720$22,512
Other interest-earning assets787751772
Total Private Education Loan interest-earning assets$22,012$23,471$23,284

The decrease in the net interest margin from the prior year is primarily a result of the refinance loan portfolio becoming a larger percentage of the overall portfolio.

As of December 31, 2021, our Private Education Loan portfolio totaled $20.2 billion, comprised of $9.8 billion of refinance loans and $10.4 billion of non-refinance loans. The weighted-average life of this portfolio as of December 31, 2021 was 3 years and 5 years, respectively, assuming a Constant Prepayment Rate (CPR) of 20% and 9%, respectively.

Provision for Loan Losses

The provision for Private Education Loan losses decreased $203 million. The negative provision of $(61) million in 2021 was comprised of $64 million in connection with loan originations less the reversal of both $107 million of allowance for loan losses in connection with the sale of approximately $1.6 billion of Private Education Loans, as well as $18 million related to a decrease in expected losses for the overall portfolio. There has been an improvement in the current and forecasted economic conditions since the prior year, but such improvement has not mitigated the uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits recently and in the future. The provision in 2020 primarily related to an increase in expected losses due to COVID-19’s negative impact on the current and forecasted economic conditions that occurred subsequent to the adoption of CECL on January 1, 2020.

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Gains on Sales of Loans

The sales of Private Education Loans for 2021 were comprised of the following transactions that occurred in the first quarter:

Column 1Column 2Column 3
Approximately $590 million of non-Refinance Loans, resulting in a $48 million gain on sale (of which $560 million were sold in the first quarter and $30 million were sold in the second quarter); and
Column 1Column 2Column 3
Approximately $1.03 billion of Refinance Loans, resulting in a $43 million gain on sale.

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 $16 million higher as a result of the increase in refinance and in-school loan originations.

Business Processing Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Business processing revenue$488$304$25861%18%
Direct operating expenses3602542154218
Income before income tax expense128504315616
Income tax expense29111016410
Core Earnings$99$39$33154%18%

Highlights of 2021 vs. 2020

Column 1Column 2
Core Earnings were $99 million compared to $39 million.
Column 1Column 2
Revenue increased $184 million, or 61%, primarily due to contracts to provide unemployment benefits, contact tracing and vaccine administration services, as well as revenue increases from traditional services we perform for our government and healthcare services clients.
Column 1Column 2
EBITDA(1) was $136 million, up $79 million, or 139%. The increase in EBITDA(1) is primarily the result of the revenue increase discussed above. The EBITDA(1) margin increased to 28% from 19%.

Key performance metrics are as follows:

As of December 31,
(Dollars in billions)202120202019
Revenue from government services$258$191$154
Revenue from healthcare services230113104
Total fee revenue$488$304$258
EBITDA(1)$136$57$49
EBITDA margin(1)28%19%19%
Contingent collections receivables inventory (in billions)$9.6$16.0$14.9
Column 1Column 2
(1)Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”

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Other Segment

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

Years Ended December 31,% Increase (Decrease)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Net interest loss after provision for loan losses$(69)$(114)$(134)(39)%(15)%
Other income:
Other income51114(55)(21)
Gains (losses) on debt repurchases(73)(6)331,117(118)
Total other income(68)547(1,460)(89)
Expenses:
Unallocated shared services expenses:
Unallocated information technology costs658780(25)9
Unallocated corporate costs3971901741099
Total unallocated shared services expenses462277254679
Restructuring/other reorganization expenses269618950
Total expenses4882862607110
Loss before income tax benefit(625)(395)(347)5814
Income tax benefit(131)(90)(80)4613
Core Earnings (loss)$(494)$(305)$(267)62%14%

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. The decrease in the net interest loss is primarily a result of a decrease in the size of the liquidity portfolio as well as a decrease in the cost of funds of the debt funding the corporate liquidity portfolio.

Gains (Losses) on Debt Repurchases

Losses on debt repurchases increased $67 million. We repurchased $2.6 billion of debt at a $73 million loss in 2021 compared to $768 million at a $6 million loss in the prior year. As a part of our asset liability management, we regularly repurchase debt to optimize the funding of our portfolio of educations loans to better match asset and liability maturities and reduce our interest costs.

Unallocated Shared Services Expenses

Unallocated shared services expenses are comprised of costs primarily related to information technology costs related to infrastructure and operations, stock-based compensation expense, accounting, finance, legal, compliance and risk management, regulatory-related expenses, human resources, certain executive management and the board of directors. Regulatory-related expenses include actual settlement amounts as well as third-party professional fees we incur in connection with such regulatory matters and are presented net of any insurance reimbursements for covered costs related to such matters. On an adjusted basis, expenses decreased $15 million from the prior year. Adjusted expenses exclude $233 million and $33 million, respectively, of regulatory-related expenses in 2021 and 2020.

Included in current period regulatory expenses is $205 million related to the settlements with State Attorneys General, which were entered into on January 13, 2022, to resolve all matters in dispute related to certain previously disclosed Attorneys General litigation and investigations. In the fourth quarter, when such loss became probable, the Company recognized this contingent liability. The $205 million expense is comprised of approximately $155 million of cash payments and $50 million in connection with forgiving certain loans and the related amount of the expected future recoveries of these charged-off loans carried on the balance sheet. Prior to the fourth quarter, this contingent liability was neither probable nor reasonably estimable and, as a result, no contingent liability had been previously established. See “Note 12 – Commitments, Contingencies and Guarantees” for further discussion.

See “Note 12 – Commitments, Contingencies and Guarantees” for a discussion of legal and regulatory matters where it is reasonably possible that a loss contingency exists. The Company is unable to anticipate the timing of a resolution or the impact that these matters 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.

Restructuring/Other Reorganization Expenses

During 2021 and 2020, the Company incurred $26 million and $9 million, respectively, of restructuring/other reorganization expenses in connection with an effort to reduce costs and improve operating efficiency. These charges

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were primarily due to facility lease terminations, severance-related costs and the impairment of a facility held for sale. The increase from the year-ago period is primarily related to the impairment of a facility held for sale.

Financial Condition

This section provides information regarding the balances, activity and credit performance metrics of our education loan portfolio.

Summary of our Education Loan Portfolio

Ending Education Loan Balances, net

December 31, 2021
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$20$$20$19$39
Grace, repayment and other(2)18,37934,50452,88321,16174,044
Total(3)18,39934,50452,90321,18074,083
Allowance for loan losses(3)(180)(82)(262)(1,009)(1,271)
Total education loan portfolio$18,219$34,422$52,641$20,171$72,812
% of total FFELP35%65%100%
% of total25%47%72%28%100%
December 31, 2020
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$30$$30$14$44
Grace, repayment and other(2)19,77138,77158,54222,15480,696
Total(3)19,80138,77158,57222,16880,740
Allowance for loan losses(3)(194)(94)(288)(1,089)(1,377)
Total education loan portfolio$19,607$38,677$58,284$21,079$79,363
% of total FFELP34%66%100%
% of total25%49%74%26%100%
December 31, 2019
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Total education loan portfolio:
In-school(1)$41$$41$19$60
Grace, repayment and other(2)21,38742,66664,05323,30387,356
Total, gross21,42842,66664,09423,32287,416
Unamortized premium/(discount)337208545(617)(72)
Receivable for partially charged-off loans588588
Allowance for loan losses(42)(22)(64)(1,048)(1,112)
Total education loan portfolio$21,723$42,852$64,575$22,245$86,820
% of total FFELP34%66%100%
% of total25%49%74%26%100%
Column 1Column 2
(1)Loans for customers still attending school and are not yet required to make payments on the loan.
Column 1Column 2
(2)Includes loans in deferment or forbearance.
Column 1Column 2
(3)In connection with the adoption of CECL on January 1, 2020, (1) the $448 million premium and $356 million discount on the FFELP Loans and Private Education Loans, respectively, as of December 31, 2021 and the $497 million premium and $475 million discount on the FFELP Loans and Private Education Loans, respectively, as of December 31, 2020, are now included as part of the respective balance for this disclosure and (2) the receivable for partially charged-off loans has been reclassified from the Private Education Loan balance to the allowance for loan losses. Both of these changes are prospective in nature as prior balances are not restated under CECL.

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Education Loan Activity

Year Ended December 31, 2021
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$19,607$38,677$58,284$21,079$79,363
Acquisitions (originations and purchases)(1)70411115,9936,104
Capitalized interest and premium/discount amortization6667621,4281861,614
Refinancings and consolidations to third parties(906)(1,819)(2,725)(529)(3,254)
Loan sales(1,613)(1,613)
Repayments and other(1,218)(3,239)(4,457)(4,945)(9,402)
Ending balance$18,219$34,422$52,641$20,171$72,812
Year Ended December 31, 2020
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$21,723$42,852$64,575$22,245$86,820
Acquisitions (originations and purchases)(1)1918374,6044,641
Capitalized interest and premium/discount amortization7157371,4522311,683
Refinancings and consolidations to third parties(934)(1,285)(2,219)(578)(2,797)
Repayments and other(1,916)(3,645)(5,561)(5,423)(10,984)
Ending balance$19,607$38,677$58,284$21,079$79,363
Year Ended December 31, 2019
(Dollars in millions)FFELP Stafford and OtherFFELP Consolidation LoansTotal FFELP LoansPrivate Education LoansTotal Portfolio
Beginning balance$24,641$47,612$72,253$22,245$94,498
Acquisitions (originations and purchases)2102264364,9755,411
Capitalized interest and premium/discount amortization7547751,5293371,866
Refinancings and consolidations to third parties(1,432)(1,618)(3,050)(618)(3,668)
Repayments and other(2,450)(4,143)(6,593)(4,694)(11,287)
Ending balance$21,723$42,852$64,575$22,245$86,820
Column 1Column 2
(1)Includes the origination of $1.7 billion and $1.0 billion of Private Education Refinance Loans in 2021 and 2020, respectively, that refinanced FFELP and Private Education Loans that were on our balance sheet.

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FFELP Loan Portfolio Performance

December 31,
202120202019
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$2,220$2,791$3,114
Loans in forbearance(2)6,2927,7257,442
Loans in repayment and percentage of each status:
Loans current39,67989.4%43,62390.8%47,25588.3%
Loans delinquent 31-60 days(3)1,6963.81,3742.92,0943.9
Loans delinquent 61-90 days(3)9042.08361.71,0822.0
Loans delinquent greater than 90 days(3)2,1124.82,2234.63,1075.8
Total FFELP Loans in repayment44,391100%48,056100%53,538100%
Total FFELP Loans, gross52,90358,57264,094
FFELP Loan unamortized premium (4)545
Total FFELP Loans52,90358,57264,639
FFELP Loan allowance for losses(262)(288)(64)
FFELP Loans, net$52,641$58,284$64,575
Percentage of FFELP Loans in repayment83.9%82.0%83.5%
Delinquencies as a percentage of FFELP Loans in repayment10.6%9.2%11.7%
FFELP Loans in forbearance as a percentage of loans in repayment and forbearance12.4%13.8%12.2%
Column 1Column 2
(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.
Column 1Column 2
(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, including COVID-19 relief programs.
Column 1Column 2
(3)The period of delinquency is based on the number of days scheduled payments are contractually past due.
Column 1Column 2
(4)In connection with the adoption of CECL on January 1, 2020, the $448 million and $497 million premium as of December 31, 2021 and 2020, respectively, associated with the loans is now included as part of the respective loan balance for this disclosure. This change is prospective in nature as prior balances are not restated under CECL.

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Private Education Loan Portfolio Performance

December 31,
202120202019
(Dollars in millions)Balance%Balance%Balance%
Loans in-school/grace/deferment(1)$361$483$629
Loans in forbearance(2)535844604
Loans in repayment and percentage of each status:
Loans current19,63496.8%20,28797.4%21,08395.4%
Loans delinquent 31-60 days(3)2221.12111.03491.6
Loans delinquent 61-90 days(3)131.6126.62181.0
Loans delinquent greater than 90 days(3)2971.52171.04392.0
Total Private Education Loans in repayment20,284100%20,841100%22,089100%
Total Private Education Loans, gross21,18022,16823,322
Private Education Loan unamortized discount(4)(617)
Total Private Education Loans21,18022,16822,705
Private Education Loan receivable for partially charged-off loans (4)588
Private Education Loan allowance for losses(1,009)(1,089)(1,048)
Private Education Loans, net$20,171$21,079$22,245
Percentage of Private Education Loans in repayment95.8%94.0%94.7%
Delinquencies as a percentage of Private Education Loans in repayment3.2%2.6%4.6%
Loans in forbearance as a percentage of loans in repayment and forbearance2.6%3.9%2.7%
Percentage of Private Education Loans with a cosigner (5)35%41%47%
Column 1Column 2
(1)Loans for customers who are attending school or are in other permitted educational activities and are not yet required to make payments on their loans, e.g., internship periods, as well as loans for customers who have requested and qualify for other permitted program deferments such as various military eligible deferments.
Column 1Column 2
(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, including COVID-19 relief programs, consistent with established loan program servicing policies and procedures.
Column 1Column 2
(3)The period of delinquency is based on the number of days scheduled payments are contractually past due.
Column 1Column 2
(4)In connection with the adoption of CECL on January 1, 2020, (1) the $356 million and $475 million discount as of December 31, 2021 and 2020, respectively, associated with the loans is now included as part of the respective loan balance for this disclosure and (2) the receivable for partially charged-off loans has been reclassified from the Private Education Loan balance to the allowance for loan loss. Both of these changes are prospective in nature as prior balances are not restated under CECL.
Column 1Column 2
(5)Excluding Private Education Refinance Loans, which do not have a cosigner, the cosigner rate was 65% for all periods presented.

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Allowance for Loan Losses

Year Ended December 31, 2021
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Beginning balance$288$1,089$1,377
Provision:
Reversal of allowance related to loan sales(1)(107)(107)
Remaining provision4646
Total provision(61)(61)
Charge-offs:
Net adjustment resulting from the change in the charge-off rate(2)(16)(16)
Net charge-offs remaining(3)(26)(153)(179)
Total charge-offs(3)(26)(169)(195)
Decrease in expected future recoveries on charged-off loans(4)150150
Allowance at end of period2621,0091,271
Plus: expected future recoveries on charged-off loans(4)329329
Allowance at end of period excluding expected future recoveries on charged-off loans(5)$262$1,338$1,600
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in the charge-off rate(2).06%.76%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(2)%.08%
Allowance coverage of charge-offs(5)10.07.9
Allowance as a percentage of the ending total loan balance(5).5%6.3%
Allowance as a percentage of the ending loans in repayment(5).6%6.6%
Ending total loans$52,903$21,180
Average loans in repayment$45,781$20,150
Ending loans in repayment$44,390$20,284
Column 1Column 2
(1)In connection with the sale of approximately $1.6 billion of Private Education Loans in 2021.
Column 1Column 2
(2)In 2021, the portion of the loan amount charged off at default on Private Education Loans increased from 81.4% to 81.7%. This change resulted in a $16 million reduction to the balance of the expected future recoveries on charged-off loans.
Column 1Column 2
(3)Charge-offs are reported net of expected recoveries. For Private Education Loans, at the time of charge-off, the expected recovery amount is transferred from the education loan balance to the allowance for loan loss and is referred to as the expected future recoveries on charged-off loans. For FFELP Loans, the recovery is received at the time of charge-off.
Column 1Column 2
(4)At the end of each month, for Private Education 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 as the “expected future recoveries on 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 expected future recoveries for charged-off 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. The following table summarizes the activity in the expected future recoveries on charged-off loans:
Year Ended December 31,
(Dollars in millions)2021
Beginning of period expected recoveries$479
Expected future recoveries of current period defaults22
Recoveries(87)
Charge-offs(35)
Reduction in expected recoveries related to regulatory settlement(6)(50)
End of period expected recoveries$329
Change in balance during period$(150)
Column 1Column 2
(5)The allowance used for these metrics excludes the expected future recoveries on charged-off loans to better reflect the current expected credit losses remaining in the portfolio.
Column 1Column 2
(6)See “Results of Operations – GAAP Comparison of 2021 Results with 2020” for further details.

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Year Ended December 31, 2020
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$64$1,048$1,112
Transition adjustment made under CECL on January 1, 2020(1)260(3)257
Allowance at beginning of period after transition adjustment to CECL3241,0451,369
Total provision13142155
Charge-offs:
Net adjustment resulting from the change in the charge-off rate(2)(23)(23)
Net charge-offs remaining(3)(49)(184)(233)
Total charge-offs(3)(49)(207)(256)
Decrease in expected future recoveries on charged-off loans(4)109109
Allowance at end of period2881,0891,377
Plus: expected future recoveries on charged-off loans(4)479479
Allowance at end of period excluding expected future recoveries on charged-off loans(5)$288$1,568$1,856
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in the charge-off rate(2).10%.88%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(2)%.11%
Allowance coverage of charge-offs(5)5.97.6
Allowance as a percentage of the ending total loan balance(5).5%7.1%
Allowance as a percentage of the ending loans in repayment(5).6%7.5%
Ending total loans$58,572$22,168
Average loans in repayment$48,130$20,790
Ending loans in repayment$48,057$20,841
Column 1Column 2
(1)For a further discussion of our adoption of CECL, see “Note 2 – Significant Accounting Policies.”
Column 1Column 2
(2)In 2020, the portion of the loan amount charged off at default on our Private Education Loans increased from 81% to 81.4%. This change resulted in a $23 million reduction to the balance of the receivable for partially charged-off loans in 2020.
Column 1Column 2
(3)Charge-offs are reported net of expected recoveries. For Private Education Loans, at the time of charge-off, the expected recovery amount is transferred from the education loan balance to the allowance for loan loss and is referred to as the expected future recoveries on charged-off loans. For FFELP Loans, the recovery is received at the time of charge-off.
Column 1Column 2
(4)At the end of each month, for Private Education 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 as the expected future recoveries on 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 expected future recoveries for charged-off 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. The following table summarizes the activity in the expected future recoveries on charged-off loans.
Year Ended December 31,
(Dollars in millions)2020
Beginning of period expected recoveries$588
Expected future recoveries of current period defaults32
Recoveries(107)
Charge-offs(34)
End of period expected recoveries$479
Change in balance during period$(109)
Column 1Column 2
(5)The allowance used for these metrics excludes the expected future recoveries on charged-off loans to better reflect the current expected credit losses remaining in the portfolio.

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Year Ended December 31, 2019
(Dollars in millions)FFELP LoansPrivate Education LoansTotal
Allowance at beginning of period$76$1,201$1,277
Total provision30226256
Charge-offs:
Net adjustment resulting from the change in the charge-off rate(1)(21)(21)
Net charge-offs remaining(2)(42)(364)(406)
Total charge-offs(2)(42)(385)(427)
Reclassification of interest reserve(3)77
Loan sales(1)(1)
Allowance at end of period$64$1,048$1,112
Net charge-offs as a percentage of average loans in repayment, excluding the net adjustment resulting from the change in the charge-off rate(1).07%1.67%
Net adjustment resulting from the change in charge-off rate as a percentage of average loans in repayment(1)%.10%
Allowance coverage of charge-offs1.52.7
Allowance as a percentage of the ending total loan balance.10%4.38%
Allowance as a percentage of the ending loans in repayment.12%4.74%
Ending total loans(4)$64,094$23,910
Average loans in repayment$55,978$21,859
Ending loans in repayment$53,538$22,089
Column 1Column 2
(1)In 2019, the portion of the loan amount charged off at default on our Private Education Loans increased from 80.5% to 81%. This change resulted in a $21 million reduction to the balance of the receivable for partially charged-off loans in 2019.
Column 1Column 2
(2)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. The table below summarizes the activity in the Private Education Loan receivable for partially charged-off loans. For FFELP Loans, the recovery is received at the time of charge-off.
Year Ended December 31,
(Dollars in millions)2019
Receivable at beginning of period$674
Expected future recoveries of current period defaults74
Recoveries(126)
Charge-offs(34)
Receivable at end of period$588
Column 1Column 2
(3)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.
Column 1Column 2
(4)Ending total loans represents gross Private Education Loans, plus the receivable for partially charged-off loans.

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Liquidity and Capital Resources

Funding and Liquidity Risk Management

The following “Liquidity and Capital Resources” discussion concentrates primarily on our Federal Education Loans and Consumer Lending segments. Our Business Processing and Other segments require minimal liquidity and funding. See “Navient’s Response to COVID-19” for a discussion of COVID-19’s impact on liquidity and capital resources.

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 our common stock. To achieve these objectives, we analyze and monitor our liquidity needs and maintain excess liquidity and access to 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 rating 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 rating 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 totaling $7.0 billion at December 31, 2021. 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 $7.0 billion of senior unsecured notes that

mature in 2023 to 2043, with 84% maturing by 2029, through a number of sources. These sources primarily are our cash on hand, unencumbered FFELP Loan and Private Education Refinance Loan portfolios (see “Sources of Primary Liquidity” below), the predictable operating cash flows provided by operating activities ($702 million in 2021), 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 (a portion of which are done through a forward purchase agreement). 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 part of our ongoing liquidity needs. We repurchased 34.4 million shares of common stock for $600 million in 2021 and have $1.0 billion of unused share repurchase authority as of December 31, 2021.

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Sources of Primary Liquidity

Ending BalancesAverage Balances
December 31,Years Ended December 31,
(Dollars in millions)20212020202120202019
Unrestricted cash and liquid investments$905$1,183$1,209$1,358$1,261
Unencumbered FFELP Loans124208220320433
Unencumbered Private Education Refinance Loans383274642582670
Total$1,412$1,665$2,071$2,260$2,364

Sources of Additional Liquidity

Liquidity may also be available under our secured credit facilities. Maximum borrowing capacity under the FFELP Loan and Private Education Loan asset-backed commercial paper (ABCP) 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 loans. The following tables detail the additional borrowing capacity of these facilities with maturity dates ranging from June 2022 to June 2023.

MaximumAverage Maximum
Additional CapacityAdditional Capacity
December 31,Years Ended December 31,
(Dollars in millions)202120202019202120202019
FFELP Loan ABCP facilities$546$506$867$514$482$1,266
Private Education Loan ABCP facilities2,2352,2213842,3511,5861,020
Total$2,781$2,727$1,251$2,865$2,068$2,286

At December 31, 2021, we had a total of $4.5 billion of unencumbered tangible assets inclusive of those listed in the table above as sources of primary liquidity. Total unencumbered education loans comprised $2.1 billion principal of our unencumbered tangible assets of which $2.0 billion and $124 million related to Private Education Loans and FFELP Loans, respectively. In addition, as of December 31, 2021, we had $5.5 billion of encumbered net assets (i.e., overcollateralization) in our various financing facilities (consolidated variable interest entities). Our secured financing facilities include Private Education Loan ABS Repurchase Facilities, which had $0.5 billion outstanding as of December 31, 2021. These repurchase facilities are collateralized by the net assets in previously issued Private Education Loan ABS trusts and have had a cost of funds lower than that of a new unsecured debt issuance.

The following table reconciles encumbered and unencumbered assets and their net impact on total Tangible Equity.

(Dollars in billions)December 31, 2021December 31, 2020
Net assets of consolidated variable interest entities (encumbered assets) — FFELP Loans$3.8$3.9
Net assets of consolidated variable interest entities (encumbered assets) — Private Education Loans1.72.1
Tangible unencumbered assets(1)4.55.4
Senior unsecured debt(7.0)(8.4)
Mark-to-market on unsecured hedged debt(2)(.3)(.7)
Other liabilities, net(.8)(.6)
Total Tangible Equity(1)$1.9$1.7
Column 1Column 2Column 3
(1)Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.”
Column 1Column 2Column 3
(2)At December 31, 2021 and 2020, there were $324 million and $634 million, respectively, of net gains (losses) on derivatives hedging this debt in unencumbered assets, which partially offset these gains (losses).

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Borrowings

Ending Balances

December 31, 2021December 31, 2020December 31, 2019
(Dollars in millions)Short TermLong TermTotalShort TermLong TermTotalShort TermLong TermTotal
Unsecured borrowings:
Senior unsecured debt$$7,014$7,014$677$7,714$8,391$1,052$8,461$9,513
Total unsecured borrowings7,0147,0146777,7148,3911,0528,4619,513
Secured borrowings:
FFELP Loan securitizations51,84151,84154,69754,6977259,73559,807
Private Education Loan securitizations54314,07414,61796013,89114,8512,12011,43013,550
FFELP Loan ABCP facilities2821504322,0534792,5322,7836173,400
Private Education Loan ABCP facilities1,3631,1522,5152,5822,5822,1141,5133,627
Other302302337337338338
Total secured borrowings2,49067,21769,7075,93269,06774,9997,42773,29580,722
Core Earnings basis borrowings(1)2,49074,23176,7216,60976,78183,3908,47981,75690,235
Adjustment for GAAP accounting treatment25725745515554(41)(37)
GAAP basis borrowings$2,490$74,488$76,978$6,613$77,332$83,945$8,483$81,715$90,198

Average Balances

Years Ended December 31,
202120202019
(Dollars in millions)Average BalanceAverage RateAverage BalanceAverage RateAverage BalanceAverage Rate
Unsecured borrowings:
Senior unsecured debt$7,9784.43%$9,4615.05%$10,7986.63%
Total unsecured borrowings7,9784.439,4615.0510,7986.63
Secured borrowings:
FFELP Loan securitizations53,6611.2756,9501.7462,6363.21
Private Education Loan securitizations14,2732.4014,1592.9013,7404.06
FFELP Loan ABCP facilities1,0121.553,1341.674,1283.42
Private Education Loan ABCP facilities2,4291.863,2032.532,2593.67
Other303.34343.683073.59
Total secured borrowings71,6781.5277,7891.9783,0703.37
Core Earnings basis borrowings(1)79,6561.8187,2502.3193,8683.75
Adjustment for GAAP accounting treatment(.16).03(.03)
GAAP basis borrowings$79,6561.65%$87,2502.34%$93,8683.72%
Column 1Column 2
(1)Item is a non-GAAP financial measure. For a description and reconciliation, see “Non-GAAP Financial Measures.” The differences in derivative accounting give rise to the difference above.

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 generally accepted accounting principles in the United States of America (GAAP). “Note 2 — Significant Accounting Policies” includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting periods. Actual results may differ from these estimates under varying assumptions or conditions. On a quarterly basis, management evaluates its estimates, particularly those that include the most difficult, subjective or complex judgments and are often about matters that are inherently uncertain. Critical accounting estimates involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of our operations. Our critical accounting policies and estimates are the allowance for loan losses, goodwill impairment assessment, and premium and discount amortization. As part of the discussion below, we have described how COVID-19 impacted the allowance for loan losses as well as how COVID-19 was considered in our assessment of goodwill impairment.

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Allowance for Loan Losses

We measure and recognize an allowance for loan losses that estimates the remaining current expected credit losses (CECL) for financial assets measured at amortized cost held at the reporting date. We have determined that, for modeling current expected credit losses, in general, we can reasonably estimate expected losses that incorporate current and forecasted economic conditions over a “reasonable and supportable” period. For Private Education Loans, we incorporate a reasonable and supportable forecast of various macro-economic variables over the remaining life of the loans. The development of the reasonable and supportable forecast incorporates an assumption that each macro-economic variable will revert to a long-term expectation starting in years 2-4 of the forecast and largely completing within the first five years of the forecast. For FFELP Loans, after a three-year reasonable and supportable period, there is an immediate reversion to a long-term expectation.

The models used to project losses utilize key credit quality indicators of the loan portfolios and predict how those attributes are expected to perform in connection with the forecasted economic conditions. In connection with this methodology, our modeling of current expected credit losses utilizes historical loan repayment experience since 2008 identifying loan variables (key credit quality indicators) that are significantly predictive of loans that will default and predicts how loans will perform in connection with the forecasted economic conditions.

The key credit quality indicators used by the model for Private Education loans are credit scores (FICO scores), loan status, loan seasoning, whether a loan is a TDR, the existence of a cosigner and school type:

Column 1Column 2Column 3
Credit scores are an indicator of the credit risk of a customer and generally the higher the credit score the more likely it is the customer will be able to make all of their contractual payments.
Column 1Column 2Column 3
Loan status affects the credit risk because generally a past due loan is more likely to default than an up-to-date loan. Additionally, loans in a deferred payment status have different credit risk profiles compared with those in current payment status.
Column 1Column 2Column 3
Of the portfolio in repayment, loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with a history of making infrequent or no payments.
Column 1Column 2Column 3
A TDR loan is where an economic concession (forbearance, lower interest rate, extension of term) has been given to a borrower experiencing financial difficulties. A TDR loan is generally more likely to result in a default than a non-TDR loan.
Column 1Column 2Column 3
The existence of a cosigner generally lowers the likelihood of default, thus lowering the credit risk.
Column 1Column 2Column 3
The type of school customers attended can have an impact on their graduation rate and job prospects after graduation and therefore can affect their ability to make payments, which impacts the credit risk.

For FFELP loans, the key credit quality indicators are loan status and loan type (Stafford, Consolidation and Rehab loans).

We project losses over the contractual term of our loans, including any extension options within the control of the borrower. Further, we make estimates regarding prepayments when determining our expected credit losses which are derived in the same manner discussed above.

The forecasted economic conditions used in our modeling of expected losses are provided by a third party. The primary economic metrics we use in the economic forecast are unemployment, GDP, interest rates, consumer loan delinquency rates and consumer income. Several forecast scenarios are provided which represent the baseline economic expectations as well as favorable and adverse scenarios. We analyze and evaluate the alternative scenarios for reasonableness and determine the appropriate weighting of these alternative scenarios based upon the current economic conditions and our view of the likelihood and risks of the alternative scenarios.

We use historical customer payment experience to estimate the amount of future recoveries on defaulted private education loans. We use judgment in determining whether historical performance is representative of what we expect to collect in the future. The amount of expected future recoveries on defaulted FFELP loans is based on the contractual government guarantee (which generally limits the maximum loss to 3% of the loan balance).

Once our loss model calculations are performed, we determine if qualitative adjustments are needed for factors not reflected in the quantitative model. These adjustments may include, but are not limited to, changes in lending, servicing and collection policies and practices as well as the effect of other external factors such as the economy and changes in legal or regulatory requirements that impact the amount of future credit losses.

The negative provision for 2021 of $(61) million was comprised of $64 million in connection with loan originations less the reversal of both $107 million of allowance for loan losses in connection with the sale of approximately $1.6 billion of Private Education Loans, as well as $18 million related to a decrease in expected losses for the overall portfolio. We evaluated and considered several forecasted economic scenarios when determining our allowance for loan losses and provision. We also considered the characteristics of our loan portfolio and its expected behavior in the forecasted economic scenarios. There has been an improvement in the current and forecasted economic conditions since December 31, 2020, as is seen in a decrease in both the current and forecasted unemployment

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rates and consumer loan delinquency rates and an increase in GDP and in consumer income. However, such improvement has not mitigated the uncertainty related to the potential negative impact on the portfolio from the end of various payment relief and stimulus benefits that recently occurred or are currently forecasted to end in 2022. These conclusions and adjustments were based on an evaluation of current and forecasted economic conditions directly taking into consideration the impact of COVID-19 on the U.S. economy. If future economic conditions as a result of COVID-19 are significantly worse than what was assumed as a part of this assessment, it could result in additional provision for loan loss being recorded in future periods.

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

Goodwill Impairment Assessment

In determining annually (or more frequently if required) whether goodwill is impaired, we complete a goodwill impairment analysis which may be a qualitative or a quantitative analysis depending on the facts and circumstances associated with the reporting unit. Qualitative factors considered in conjunction with a qualitative analysis  include: (1) the amount of cushion that existed the last time a quantitative test was completed which requires performing a  valuation of the reporting unit, the resulting value of which is compared to the carrying value of the reporting unit, (2) macroeconomic factors (economy), (3) industry specific factors (growth or deterioration of the market; regulatory/political developments), (4) cost factors (margins), (5) financial performance of the reporting unit itself, (6) other specific items (litigation, change in management or key personnel) and (7) whether a sustained decrease in our share price is indicative of a decline in value of the specific reporting unit. There can be significant judgment involved in assessing these qualitative factors. If, based on a qualitative analysis, we determine it is “more-likely-than-not” that the fair value of a reporting unit is less than its carrying amount, we also complete a quantitative impairment analysis.  In lieu of performing a qualitative assessment, we may proceed directly to a quantitative impairment analysis. A quantitative goodwill impairment analysis requires a comparison of the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds the reporting unit’s fair value (the amount we believe a third party would pay for such reporting unit), the goodwill associated with the reporting unit will be impaired in an amount equal to the difference between the reporting unit’s fair value and its carrying value, not to exceed the carrying value of goodwill attributed to the reporting unit. There are significant judgments involved in determining the fair value of a reporting unit, including determining the appropriate valuation approach or approaches to utilize and the assumptions to apply including estimates of projected future cash flows which incorporate estimated future revenues, expenses, net income and capital expenditures from and related to existing and new business activities and appropriate market multiples, discount rates and growth rates. An appropriate resulting control premium is also considered. The reporting units with goodwill for which we estimate fair value are not publicly traded and for some reporting units directly comparable market data may not be available to aid in its valuation.

Navient tests goodwill as of October 1 each year or at interim dates if an event occurs or circumstances exist such that it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying value (the qualitative test). Such an event or circumstance is a triggering event. If it is concluded that a triggering event has occurred at an interim date, a quantitative impairment test must be performed. Despite the ongoing impacts of COVID-19, the financial results for each of our reporting units were strong in 2021. In addition, these reporting units have substantial cushion before being impaired (see below), Navient’s stock price increased significantly, macroeconomic conditions improved and the economy as a whole and the markets in which our reporting units operate in particular began to rebound. As a result, at September 30, 2021, June 30, 2021 and March 31, 2021, we concluded that COVID-19 and its impact on Navient’s individual reporting units as we perceived them did not constitute a triggering event during 2021.

We performed annual impairment testing as of October 1, 2021. For each of our reporting units with goodwill including our FFELP Loans, Private Education Legacy Loans, Private Education Refinance Loans, Private Education In-School Loans and Federal Education Loan Servicing reporting units (collectively, the Loan reporting units) and our Government Services and Healthcare Services reporting units (collectively, the Business Processing reporting units), we assessed relevant qualitative factors to determine whether it is “more-likely-than-not” that the fair value of an individual reporting unit is less than its carrying value. We considered the amount of excess fair values over the carrying values of each reporting unit as of October 1, 2019 and October 1, 2020 for the Loan reporting units and Business Processing reporting units, respectively, when we last performed a quantitative goodwill impairment test. The concluded fair values of the reporting units at October 1, 2019 and 2020, as applicable, were substantially in excess of their carrying amounts. Additionally, fair values resulting from sensitivity analyses factoring in more conservative discount rates and growth rates for each reporting unit also yielded fair values in excess of the carrying values of each reporting unit.

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Despite COVID-19, the outlook and associated long-term cash flow projections of our FFELP Loans, Private Education Legacy Loans, Government Services and Healthcare Services reporting units have not changed significantly since our 2019 and 2020 assessments. Likewise, the outlook and cash flows for the Federal Education Loan Servicing components remaining after removing the cash flows attributed to the ED servicing contract have not changed significantly since 2019. For the Private Education Refinance Loans reporting unit, we considered origination volume and the demand for its refinance loan products as well as Navient’s strong liquidity position and ability to issue Private Education Loan ABS comprised entirely of the reporting unit’s refinance loans with marked improvement in 2021 in cost of funds.  For Government Services and Healthcare Services, we considered financial performance in 2021 during which both of these reporting units significantly outperformed expectations due largely to significant contracts acquired in 2020 and 2021 to implement programs under the CARES Act and to perform contact tracing and vaccine administration services. Based on the substantial fair value determined as of October 1, 2019 and 2020, as applicable, in excess of their carrying values and these other qualitative factors, we concluded that it is not “more-likely-than-not” that the fair values of these reporting units were less than their carrying values at October 1, 2021. As a result, with respect to annual impairment testing, we concluded that goodwill attributed to these reporting units was not impaired.

If future economic conditions as a result of COVID-19 are significantly worse than what was assumed in the reporting units’ long term cash flow projections, specifically related to the impact of COVID-19, as well as the inflationary environment stemming from the recovery in certain sectors, and other performance factors do not come to fruition, these factors could result in potential impairment of goodwill in future periods.

Premium and Discount Amortization

The Company had a net unamortized premium balance of $92 million, or 0.12%, in connection with its $74 billion education loan portfolio as of December 31, 2021. The most judgmental estimate for premium and discount amortization on education loans is the Constant Prepayment Rate (CPR), which measures the rate at which loans in the portfolio pay down principal compared to their stated terms. In determining the CPR we only consider payments made in excess of contractually required payments. This would include loans that are refinanced or consolidated and other early payoff activity. These activities are generally affected by changes in our business strategy, changes in our competitors’ business strategies, legislative changes including the ability to consolidate, interest rates and changes to the current economic and credit environment. When we determine the CPR, we begin with historical prepayment rates. We make judgments about which historical period to start with and then make further judgments about whether that historical experience is representative of future expectations and whether additional adjustment may be needed to those historical prepayment rates.

In the past (prior to 2008), the consolidation of FFELP Loans and Private Education Loans significantly affected our CPRs and updating those assumptions often resulted in material adjustments to our premium and discount amortization expense. As a result of the passage of the Health Care and Education Reconciliation Act of 2010 (HCERA), there is no longer the ability to consolidate loans under the FFELP although there are other consolidation options with ED and private refinancing options with Navient and other lenders. As a result, we expect CPRs related to our FFELP Loans to remain relatively stable over time, unless there is a legislative change by ED or by Congress to either (1) forgive loan balances (which would result in Navient receiving cash for the amounts forgiven resulting in a prepayment of principal) or (2) encourage or force consolidation. Some education loan companies, including Navient, offer Private Education Loans to refinance a borrower’s loan (both FFELP and Private Education Loans) and we anticipate more entrants to offer similar products. These products and expectations are built into the CPR assumption we use for FFELP and Private Education Loans. However, it is difficult to accurately project the timing and level at which this activity will continue, and our assumption may need to be updated by a material amount in the future based on changes in the economy, marketplace and legislation.

In 2021, there was a net $13 million decrease in net interest income due to a cumulative adjustment related to an increase in prepayment speed assumptions used to amortize loan premiums and discounts:

Column 1Column 2Column 3
The FFELP Loan CPR was increased specifically related to the limited opportunity waiver to the Public Service Loan Forgiveness Program (PSLF) that was announced in October 2021 and is effective from November 2021 to October 2022. FFELP loan borrowers, during this 12-month period, may consolidate their loans to ED in order to have them subsequently forgiven if they qualify under the PSLF program for loan forgiveness. We estimate an incremental $1.3 billion of FFELP loans (2% of the FFELP Loan portfolio as of December 31, 2021) will consolidate under this program.
Column 1Column 2Column 3
The Private Education Refinance Loan CPR was increased from 15% to 20%. This CPR assumption increase was primarily a result of increased voluntary payoffs primarily due to increased loan refinance activity and third-party consolidation activity related to the low interest rate environment.

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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.  We present the following non-GAAP financial measures: (1) Core Earnings (as well as Adjusted Core Earnings), (2) Adjusted Tangible Equity Ratio and (3) EBITDA for the Business Processing segment.

1.   Core Earnings

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 certain Core Earnings disclosures 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 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:

Column 1Column 2Column 3
(1)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
Column 1Column 2Column 3
(2)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.

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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 15 — Segment Reporting.”

Year Ended December 31, 2021
Adjustments
(Dollars in millions)Federal Education LoansConsumer LendingBusiness ProcessingOtherTotal Core EarningsReclassi- ficationsAdditions/ (Subtractions)Total Adjustments(1)Total GAAP
Interest income:
Education loans$1,405$1,181$$$2,586$98$(39)$59$2,645
Cash and investments2133
Total interest income1,4051,18312,58998(39)592,648
Total interest expense830541701,441(8)(117)(125)1,316
Net interest income (loss)575642(69)1,148106781841,332
Less: provisions for loan losses(61)(61)(61)
Net interest income (loss) after provisions for loan losses575703(69)1,209106781841,393
Other income (loss):
Servicing revenue1626168168
Asset recovery and business processing revenue51488539539
Other income (loss)25530(93)1576494
Gains on sales of loans9191(13)(13)78
Losses on debt repurchases(73)(73)(73)
Total other income (loss)23897488(68)755(106)15751806
Expenses:
Direct operating expenses223162360745745
Unallocated shared services expenses462462462
Operating expenses2231623604621,2071,207
Goodwill and acquired intangible asset impairment and amortization303030
Restructuring/other reorganization expenses262626
Total expenses2231623604881,23330301,263
Income (loss) before income tax expense (benefit)590638128(625)731205205936
Income tax expense (benefit)(2)13614629(131)1803939219
Net income (loss)$454$492$99$(494)$551$$166$166$717
Column 1Column 2
(1)Core Earnings adjustments to GAAP:
Year Ended December 31, 2021
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income (loss) after provisions for loan losses$184$$184
Total other income (loss)5151
Goodwill and acquired intangible asset impairment and amortization3030
Total Core Earnings adjustments to GAAP$235$(30)205
Income tax expense (benefit)39
Net income (loss)$166
Column 1Column 2
(2)Income taxes are based on a percentage of net income before tax for the individual reportable segment.

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Year Ended December 31, 2020
Adjustments
(Dollars in millions)Federal Education LoansConsumer LendingBusiness ProcessingOtherTotal Core EarningsReclassi- ficationsAdditions/ (Subtractions)Total Adjustments(1)Total GAAP
Interest income:
Education loans$1,813$1,445$$$3,258$79$(55)$24$3,282
Cash and investments7361616
Total interest income1,8201,44863,27479(55)243,298
Total interest expense1,1946991202,01339(6)332,046
Net interest income (loss)626749(114)1,26140(49)(9)1,252
Less: provisions for loan losses13142155155
Net interest income (loss) after provisions for loan losses613607(114)1,10640(49)(9)1,097
Other income (loss):
Servicing revenue2086214214
Asset recovery and business processing revenue154304458458
Other income (loss)91120(40)(216)(256)(236)
Losses on debt repurchases(6)(6)(6)
Total other income (loss)37163045686(40)(216)(256)430
Expenses:
Direct operating expenses287146254687687
Unallocated shared services expenses277277277
Operating expenses287146254277964964
Goodwill and acquired intangible asset impairment and amortization222222
Restructuring/other reorganization expenses999
Total expenses2871462542869732222995
Income (loss) before income tax expense (benefit)69746750(395)819(287)(287)532
Income tax expense (benefit)(2)16010711(90)188(68)(68)120
Net income (loss)$537$360$39$(305)$631$$(219)$(219)$412
Column 1Column 2
(1)Core Earnings adjustments to GAAP:
Year Ended December 31, 2020
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income after provisions for loan losses$(9)$$(9)
Total other income (loss)(256)(256)
Goodwill and acquired intangible asset impairment and amortization2222
Total Core Earnings adjustments to GAAP$(265)$(22)(287)
Income tax expense (benefit)(68)
Net income (loss)$(219)
Column 1Column 2
(2)Income taxes are based on a percentage of net income before tax for the individual reportable segment.

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Year Ended December 31, 2019
Adjustments
(Dollars in millions)Federal Education LoansConsumer LendingBusiness ProcessingOtherTotal Core EarningsReclassi- ficationsAdditions/ (Subtractions)Total Adjustments(1)Total GAAP
Interest income:
Education loans$2,907$1,731$$$4,638$8$(68)$(60)$4,578
Other loans1122
Cash and investments5016279393
Total interest income2,9581,748274,7338(68)(60)4,673
Total interest expense2,3769801613,5176(35)(29)3,488
Net interest income (loss)582768(134)1,2162(33)(31)1,185
Less: provisions for loan losses30228258258
Net interest income (loss) after provisions for loan losses552540(134)9582(33)(31)927
Other income (loss):
Servicing revenue22911240240
Asset recovery and business processing revenue230258488488
Other income (loss)2811443(41)652467
Gains on sales of loans161616
Gains on debt repurchases333339(27)1245
Total other income (loss)4872825847820(2)3836856
Expenses:
Direct operating expenses359156215730730
Unallocated shared services expenses254254254
Operating expenses359156215254984984
Goodwill and acquired intangible asset impairment and amortization303030
Restructuring/other reorganization expenses666
Total expenses35915621526099030301,020
Income (loss) before income tax expense (benefit)68041243(347)788(25)(25)763
Income tax expense (benefit)(2)1559610(80)181(15)(15)166
Net income (loss)$525$316$33$(267)$607$$(10)$(10)$597
Column 1Column 2
(1)Core Earnings adjustments to GAAP:
Year Ended December 31, 2019
(Dollars in millions)Net Impact of Derivative AccountingNet Impact of Acquired IntangiblesTotal
Net interest income after provisions for loan losses$(31)$$(31)
Total other income (loss)3636
Goodwill and acquired intangible asset impairment and amortization3030
Total Core Earnings adjustments to GAAP$5$(30)(25)
Income tax expense (benefit)(15)
Net income (loss)$(10)
Column 1Column 2
(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.

Years Ended December 31,
(Dollars in millions)202120202019
Core Earnings net income$551$631$607
Core Earnings adjustments to GAAP:
Net impact of derivative accounting235(265)5
Net impact of goodwill and acquired intangible assets(30)(22)(30)
Net income tax effect(39)6815
Total Core Earnings adjustments to GAAP166(219)(10)
GAAP net income$717$412$597

(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. 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 originally 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, basis swaps and at times, certain other LIBOR swaps do not qualify for hedge accounting treatment and the stand-alone derivative is 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.

Years Ended December 31,
(Dollars in millions)202120202019
Core Earnings derivative adjustments:
Gains (losses) on derivative and hedging activities, net, included in other income$64$(256)$22
Plus: Gains (losses) on fair value hedging activity included in interest expense88(17)21
Total gains (losses) in GAAP net income152(273)43
Plus: Reclassification of settlement expense (income) on derivative and hedging activities, net(1)934041
Mark-to-market gains (losses) on derivative and hedging activities, net(2)245(233)84
Amortization of net premiums on Floor Income Contracts in net interest income for Core Earnings(39)(55)(68)
Other derivative accounting adjustments(3)2923(11)
Total net impact of derivative accounting$235$(265)$5
Column 1Column 2Column 3
(1)Derivative accounting requires net settlement income/expense on derivatives that do not qualify as hedges to be recorded in a separate income statement line item below net interest income. Under our Core Earnings presentation, these settlements are reclassified to the income statement line item of the economically hedged item. For our Core Earnings net interest income, this would primarily include (a) reclassifying the net settlement amounts related to our Floor Income Contracts to education loan interest income and (b) reclassifying the net settlement amounts related to certain of our interest rate swaps to debt interest expense. The table below summarizes these net settlements on derivative and hedging activities and the associated reclassification on a Core Earnings basis.
Years Ended December 31,
(Dollars in millions)202120202019
Reclassification of settlements on derivative and hedging activities:
Net settlement expense on Floor Income Contracts reclassified to net interest income$(98)$(79)$(8)
Net settlement income (expense) on interest rate swaps reclassified to net interest income(8)396
Net realized gains (losses) on terminated derivative contracts reclassified to other income13(39)
Total reclassifications of settlements on derivative and hedging activities$(93)$(40)$(41)
Column 1Column 2Column 3
(2)“Mark-to-market gains (losses) on derivative and hedging activities, net” is comprised of the following:
Years Ended December 31,
(Dollars in millions)202120202019
Floor Income Contracts$133$(130)$(15)
Basis swaps83
Foreign currency hedges49965
Other55(115)34
Total mark-to-market gains (losses) on derivative and hedging activities, net$245$(233)$84
Column 1Column 2Column 3
(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 December 31, 2021, derivative accounting has decreased GAAP equity by approximately $299 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.

Years Ended December 31,
(Dollars in millions)202120202019
Beginning impact of derivative accounting on GAAP equity$(616)$(235)$(34)
Net impact of net mark-to-market gains (losses) under derivative accounting(1)317(381)(201)
Ending impact of derivative accounting on GAAP equity$(299)$(616)$(235)
Column 1Column 2Column 3
(1)Net impact of net mark-to-market gains (losses) under derivative accounting is composed of the following:
Years Ended December 31,
(Dollars in millions)202120202019
Total pre-tax net impact of derivative accounting recognized in net income(2)$235$(265)$5
Tax and other impacts of derivative accounting adjustments(59)67(2)
Change in mark-to-market gains (losses) on derivatives, net of tax recognized in other comprehensive income141(183)(204)
Net impact of net mark-to-market gains (losses) under derivative accounting$317$(381)$(201)
Column 1Column 2Column 3
(2)See “Core Earnings derivative adjustments” table above.

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Hedging Embedded Floor Income

We use Floor Income Contracts, pay-fixed swaps and fixed rate debt to economically hedge embedded floor income in our FFELP loans.  Historically, we have used these instruments on a periodic basis and depending upon market conditions and pricing, we may enter into additional hedges in the future.  Under GAAP, the Floor Income Contracts do not qualify for hedge accounting and the pay-fixed swaps are accounted for as cashflow hedges.  The table below shows the amount of Hedged Floor Income that will be recognized in Core Earnings in future periods based on these hedge strategies.

December 31,
(Dollars in millions)202120202019
Total hedged Floor Income, net of tax(1)(2)$325$401$552
Column 1Column 2Column 3
(1)$422 million, $520 million and $717 million on a pre-tax basis as of December 31, 2021, 2020 and 2019, respectively.
Column 1Column 2Column 3
(2)Of the $325 million as of December 31, 2021, approximately $130 million, $99 million, $39 million and $22 million will be recognized as part of Core Earnings in 2022, 2023, 2024 and 2025, respectively.

(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.

Years Ended December 31,
(Dollars in millions)202120202019
Core Earnings goodwill and acquired intangible asset adjustments$(30)$(22)$(30)

Adjusted Core Earnings

Adjusted Core Earnings net income and adjusted Core Earnings operating expenses exclude restructuring and regulatory-related expenses. Management excludes these expenses as it is one of the measures we review internally when making management decisions regarding our performance and how we allocate resources, as this presentation is a useful basis for management and investors to further analyze Core Earnings. We also refer to this information in our presentations with credit rating agencies, lenders and investors.

The following table summarizes these expenses which are excluded:

Years Ended December 31,
(Dollars in millions)202120202019
Restructuring/other reorganization expenses$26$9$6
Regulatory-related expenses(1)233336
Total$259$42$12
Column 1Column 2Column 3
(1)2021 includes $205 million related to the resolution of previously disclosed State Attorneys General litigation and investigations. See “Results of Operations – GAAP Comparison of 2021 Results with 2020” for further details.

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2.   Adjusted Tangible Equity Ratio

Adjusted Tangible Equity Ratio measures the ratio of Navient’s Tangible Equity to its tangible assets. We adjust this ratio to exclude the assets and equity associated with our FFELP portfolio because FFELP Loans are no longer originated and the FFELP portfolio bears a 3% maximum loss exposure under the terms of the federal guaranty. Management believes that excluding this portfolio from the ratio enhances its usefulness to investors. Management uses this ratio, in addition to other metrics, for analysis and decision making related to capital allocation decisions. The Adjusted Tangible Equity Ratio is calculated as:

(Dollars in billions)December 31, 2021December 31, 2020
Navient Corporation's stockholders' equity$2,597$2,433
Less: Goodwill and acquired intangible assets725735
Tangible Equity1,8721,698
Less: Equity held for FFELP Loans263291
Adjusted Tangible Equity$1,609$1,407
Divided by:
Total assets$80,605$87,412
Less:
Goodwill and acquired intangible assets725735
FFELP Loans52,64158,284
Adjusted tangible assets$27,239$28,393
Adjusted Tangible Equity Ratio(1)5.9%5.0%
Column 1Column 2Column 3
(1)The following provides the Adjusted Tangible Equity Ratio on a pro forma basis assuming the cumulative net mark-to-market losses related to derivative accounting under GAAP were excluded. These cumulative losses reverse to $0 upon the maturity of the individual derivative instruments. As these losses are temporary, we believe this pro forma presentation is a useful basis for management and investors to further analyze the Adjusted Tangible Equity Ratio.
(Dollars in millions)December 31, 2021December 31, 2020
Adjusted Tangible Equity (from above table)$1,609$1,407
Plus: ending impact of derivative accounting on GAAP equity299616
Pro forma Adjusted Tangible Equity$1,908$2,023
Divided by: adjusted tangible assets (from above table)$27,239$28,393
Pro forma Adjusted Tangible Equity Ratio7.0%7.1%

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

This 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:

Years Ended December 31,
(Dollars in millions)202120202019
Pre-tax income$128$50$43
Plus:
Depreciation and amortization expense(1)876
EBITDA$136$57$49
Divided by:
Total revenue$488$304$258
EBITDA margin28%19%19%
Column 1Column 2Column 3
(2)There is no interest expense in this segment.

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Risk Management

Our Approach

Navient’s identification, understanding and effective management of the risks inherent in our business are critical to our continued success. We assign risk oversight, management and assessment responsibilities at various levels within our organization and continuously coordinate these activities. We maintain comprehensive risk management practices to identify, measure, monitor, evaluate, control and report on our significant risks and we routinely evaluate these practices to determine whether they are functioning properly and can be improved.

Risk Management Philosophy

Navient’s risk management philosophy is to ensure all significant risks inherent in our business are identified, measured, monitored, evaluated, controlled and reported. In furtherance of these goals, Navient

Column 1Column 2Column 3
maintains a comprehensive and uniform risk management framework;
Column 1Column 2Column 3
follows a “three lines of defense” structure based upon: (1) accountability and ownership at the business area level for risks inherent in their activities (first line of defense); (2) supporting areas, such as Human Resources, Legal, Compliance, Finance and Accounting, Information Technology and Information Security, monitor, guide and advise the business areas in their respective areas of expertise (second line of defense); and (3) Internal Audit independently reviews business and support areas to ensure compliance with applicable laws, regulations and internal policies and procedures (third line of defense);
Column 1Column 2Column 3
provides appropriate reporting to management and our board of directors and their respective committees; and
Column 1Column 2Column 3
trains our employees on our risk management processes and philosophy.

Risk Oversight, Roles and Responsibilities

Responsibility for risk management is assigned at several different levels of our organization, including our board of directors and its committees. Each business area within our organization is primarily responsible for managing its specific risks. In addition, our second line of defense support areas are responsible for providing our business areas with the training, systems and specialized expertise necessary to properly perform their risk management responsibilities.

Board of Directors. The Navient board of directors and its standing committees oversee our strategic direction, including setting our risk management philosophy, tolerance and parameters; and assessing the risks our businesses face as well as our risk management practices. It approves our annual business plan, periodically reviews our strategic approach and priorities and spends significant time considering our capital requirements and our dividend and share repurchase levels and activities. We escalate to our board of directors any significant departures from established tolerances and parameters and review new and emerging risks with them. Standing committees of our board of directors include Executive, Audit, Compensation and Human Resources, Nominations and Governance, and Risk. Charters for each committee providing their specific responsibilities and areas of risk oversight are published on our website together with the names of the directors serving on these committees.

Chief Executive Officer. Our Chief Executive Officer is responsible for establishing our risk management culture and ensuring business areas operate within risk parameters and in accordance with our annual business plan.

Chief Risk and Compliance Officer. Our Chief Risk and Compliance Officer is responsible for ensuring proper oversight, management and reporting to our board of directors and management regarding our risk management practices.

Enterprise Risk and Compliance Committee. Our Enterprise Risk and Compliance Committee is an executive management-level committee where senior management reviews our significant risks, receives reports on adherence to established risk parameters, provides direction on mitigation of our risks and closure of issues and supervises our enterprise risk management program. This committee also oversees regulatory compliance risk management activities including compliance regulatory training, compliance regulatory change management, compliance risk assessment, transactional testing and monitoring, customer complaint monitoring, policies and procedures, privacy and information sharing practices, compliance with the Sarbanes-Oxley Act of 2002, and our Code of Business Conduct. This committee also evaluates risks associated with new or modified business and makes recommendations regarding proposed business initiatives based on their inherent risks and controls.

Credit and Loan Loss Committee. Our Credit and Loan Loss Committee is an executive management-level committee that oversees our credit and portfolio management monitoring and strategies, the sufficiency of our loan loss reserves, and current or emerging issues affecting delinquency and default trends which may result in adjustments in our allowances for loan losses.

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Disclosure Committee. Our Disclosure Committee reviews our periodic SEC reporting documents, earnings releases and related disclosure policies and procedures, and evaluates whether modified or additional disclosures are required.

Asset and Liability Committee. Our Asset and Liability Committee oversees our investment portfolio and strategy and our compliance with our investment policy.

Other Management-Level Committees. We have other management-level committees that oversee various other Navient business activities including critical accounting assumptions, human resources management, and incentive compensation governance.

Internal Audit Risk Assessment

Navient’s Internal Audit function monitors Navient’s various risk management and compliance efforts, identifies areas that may require increased focus and resources, and reports its findings and recommendations to executive management and the Audit Committee of our board of directors. Internal Audit performs an annual risk assessment evaluating the risk of all significant components of our company and uses the results to develop an annual risk-based internal audit plan as well as a multi-year rotational audit schedule.

Risk Appetite Framework

Navient’s Risk Appetite Framework establishes the level of risk we are willing to accept within each risk category in pursuit of our business strategy. The Risk Committee of our board of directors reviews our Risk Appetite Framework annually, helping to ensure consistency in our business decisions, monitoring and reporting. Our management-level Enterprise Risk and Compliance Committee monitors approved risk limits and thresholds to ensure our businesses are operating within approved risk limits. Through ongoing monitoring of risk exposures, management identifies potential risks and develops appropriate responses and mitigation strategies.

Risk Categories

Our Risk Appetite Framework segments Navient’s risks across nine domains: (1) credit; (2) market; (3) funding and liquidity; (4) operational; (5) compliance; (6) legal; (7) governance; (8) reputational/political; and (9) strategic.

Credit Risk. Credit risk is the risk to earnings or capital resulting from an obligor’s failure to meet the terms of any contract with us or otherwise fail to perform as agreed. Navient has credit or counterparty risk exposure with borrowers and cosigners of our Private Education Loans and Private Education Refinance Loans, counterparties with whom we have entered derivative or other similar contracts and entities with whom we make investments. Credit and counterparty risks are overseen by our Chief Risk and Compliance Officer and our management-level Credit and Loan Loss Committee. The credit risk related to our Private Education Loans and Private Education Refinance Loans is managed within a credit risk infrastructure which includes: (i) a well-defined underwriting, asset quality and collection policy framework; (ii) an ongoing monitoring and review process of portfolio concentration and trends; (iii) assignment and management of credit and loss forecasting authorities and responsibilities; and (iv) establishment of an allowance for loan losses. Credit risk related to derivative contracts is managed by reviewing counterparties for credit strength on an ongoing basis and through our credit policies, which place limits on our exposure with any single counterparty and, in most cases, require collateral to secure the position. Our Chief Risk and Compliance Officer reports regularly to our board of directors and both the Risk and Audit Committees of the board on credit risk management.

Market Risk. Market risk is the risk to earnings or capital resulting from changes in market conditions, such as interest rates, index mismatches, credit spreads, commodity prices or volatilities. Navient is exposed to various types of market risk, including mismatches between the maturity/duration of assets and liabilities, interest rate risk and other risks that arise through the management of our investment, debt and education loan portfolios. Market risk exposure is overseen by our Chief Financial Officer and our management-level Asset and Liability Committee, which are responsible for managing market risks associated with our assets and liabilities and recommending limits to be included in our risk appetite and investment structure. These activities are closely tied to those related to the management of our funding and liquidity risks. The Risk Committee of our board of directors periodically reviews and approves the investment, asset and liability management policies, establishes and monitors various tolerances or other risk measurements, as well as contingency funding plans developed and administered by our Asset and Liability Committee. The Risk Committee and our Chief Financial Officer report to the full board of directors on matters of market risk management.

Funding and Liquidity Risk. Funding and liquidity risk is the risk to earnings, capital or the conduct of our business arising from the inability to meet our obligations when they become due without incurring unacceptable losses, such as the ability to fund liability maturities or invest in future asset growth and business operations at reasonable market rates. Our primary liquidity risks are any mismatch between the maturity of our assets and liabilities and the servicing of our indebtedness. Navient’s Chief Financial Officer oversees our funding and liquidity management activities and is responsible for planning and executing our funding activities and strategies, analyzing and monitoring our liquidity risk, maintaining excess liquidity and accessing diverse funding sources depending on current market conditions.

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Funding and liquidity risks are overseen and recommendations approved primarily through our management-level Asset and Liability Committee. The Risk Committee of our board of directors periodically reviews and approves our funding and liquidity positions and the contingency funding plan developed and administered by our Asset and Liability Committee. The Risk Committee also receives regular reports on our performance against funding and liquidity plans at each of its meetings.

Operational Risk. Operational risk is the risk to earnings or the conduct of our business resulting from inadequate or failed internal processes, people or systems or from external events. Operational risk is pervasive, existing in all business areas, functional units, legal entities and geographic locations, and it includes information technology risk, cybersecurity risk, physical security risk on tangible assets, third-party vendor risk, legal risk, compliance risk and reputational risk. Operational risk exposures are managed by business area management and our second and third lines of defense, with oversight by our management-level committees. The Risk Committee of our board of directors receives operations reports at each regularly scheduled meeting. The Risk Committee also receives business development updates regarding our various business initiatives, receives periodic information security and cybersecurity updates and reviews operational and systems-related matters to ensure their implementation produces no significant internal control issues.

Compliance, Legal and Governance Risk. Compliance, legal and governance risks are subsets of operational risk but are recognized as a separate and complementary risk category given their importance in our business. Compliance risk is the risk to earnings, capital or reputation arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards. Legal risk is the risk to earnings, capital or reputation manifested by claims made through the legal system and may arise from a product or service, a transaction, a business relationship, property (real, personal or intellectual), conduct of an employee or change in law or regulation. Governance risk is the risk of not establishing and maintaining a control environment that aligns with stakeholder and regulatory expectations, including tone at the top and board performance. These risks are inherent in all of our businesses. The Audit Committee of our board of directors oversees our monitoring and control of legal and compliance risks. The Audit Committee annually reviews our Compliance Plan and significant breaches of our Code of Business Conduct and receives regular reports from executive management responsible for the regulatory and compliance risk management functions. The board of directors and the Audit Committee receive reports on significant litigation and regulatory matters at each regularly scheduled meeting.

Reputational/Political Risk. Reputational risk is the risk to earnings or capital arising from damage to our reputation in the view of, or loss of the trust of, customers and the general public. Political risk is the closely related risk to earnings or capital arising from damage to our relationships with governmental entities, regulators and political leaders and candidates. These risks can arise due to both our own acts and omissions (both real and perceived), and the acts and omissions of other industry participants or other third parties, and they are inherent in all of our businesses. Reputational risk and political risk are managed through a combination of business area management and our second and third lines of defense. The Nominations and Governance Committee of our board of directors oversees our reputational and political risk and regularly receives reports on these matters.

Strategic Risk. Strategic risk is the risk to earnings or capital arising from our potential inability to successfully carry out our strategy. This risk can arise due to both our own acts or omissions, and the acts or omissions of other industry participants or other third parties, and it is inherent in all of our businesses. Strategic risk is managed through a combination of business area management and our second and third lines of defense.

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Supervision and Regulation

Regulatory Oversight

We operate in a highly regulated industry where many aspects of our businesses are subject to federal and state regulation and administrative oversight. The following is a summary of the material statutes and regulations currently applicable to us and our subsidiaries. We may become subject to additional laws, rules or regulations in the future. This summary is not a comprehensive analysis of all applicable laws and is qualified by reference to the full text of the statutes and regulations referenced below.

The Dodd-Frank Act was adopted to reform and strengthen regulation and supervision of the U.S. financial services industry. It contains comprehensive provisions that govern the practices and oversight of financial institutions and other participants in the financial markets. It imposes additional regulations, requirements and oversight on almost every aspect of the U.S. financial services industry, including increased capital and liquidity requirements, limits on leverage and enhanced supervisory authority. Some of these provisions apply to Navient and its various businesses and securitization vehicles.

The Consumer Financial Protection Act established the Consumer Financial Protection Bureau (CFPB), which has authority to write regulations under federal consumer financial protection laws and to directly or indirectly enforce those laws and examine financial institutions for compliance. The CFPB is authorized to impose fines and provide consumer restitution in the event of violations, engage in consumer financial education, track consumer complaints, request data and promote the availability of financial services to underserved consumers and communities. It also has authority to prevent unfair, deceptive or abusive practices. Since its creation, the CFPB has been active in its supervision, examination and enforcement of financial services companies. In January 2017, the CFPB filed a lawsuit against Navient alleging several unfair, deceptive or abusive practices, and other violations of consumer protection statutes. Additional information on the CFPB lawsuit is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

The Dodd-Frank Act also authorizes state officials to enforce regulations issued by the CFPB and to enforce the Dodd-Frank Act’s general prohibition against unfair, deceptive and abusive practices. The Attorneys General of the State of Illinois, the State of Washington, the Commonwealth of Pennsylvania, the State of California, the State of Mississippi and the State of New Jersey have also filed lawsuits against Navient and some of its subsidiaries containing similar alleged violations of consumer protection laws as those alleged in the CFPB lawsuit as well as several additional areas. These cases were recently settled by mutual agreement between the Company and various State Attorneys General. Additional information on these lawsuits is included in “Note 12 – Commitments, Contingencies and Guarantees” in this Form 10-K.

Higher Education Act. The HEA is the primary law that authorizes and regulates federal student aid programs for higher education. Navient is subject to the HEA and its education loan operations are periodically reviewed by ED and Guarantors or entities acting on their behalf. As a servicer of federal education loans, Navient is subject to ED regulations regarding financial responsibility and administrative capability that govern all third-party servicers of insured education loans. In connection with its servicing operations on behalf of Guarantor clients, Navient must comply with ED regulations that govern Guarantor activities as well as agreements for reimbursement between ED and our Guarantor clients. While the HEA is required to be reviewed and "reauthorized" by Congress every five years, Congress has not reauthorized the HEA since 2008, choosing to temporarily extend the Act each year since 2013. We cannot predict whether or when legislation will be passed or how it would impact us.

Federal Financial Institutions Examination Council. As a service provider to financial institutions, Navient is also subject to periodic examination by the Federal Financial Institutions Examination Council (FFIEC). FFIEC is a formal interagency body of the U.S. government empowered to prescribe uniform principles, standards, and report forms for the federal examination of financial institutions by the Federal Reserve Banks (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration, the Office of the Comptroller of the Currency and the CFPB and to make recommendations to promote uniformity in the supervision of financial institutions.

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Consumer Protection and Privacy. Navient’s Consumer Lending and Federal Education Loan segments are subject to federal and state consumer protection, privacy and related laws and regulations and are subject to supervision and examination by the CFPB and various state agencies. Some of the more significant federal laws and regulations include:

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various laws governing unfair, deceptive or abusive acts or practices;
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the Truth-In-Lending Act and Regulation Z, which govern disclosures of credit terms to consumer borrowers;
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the Fair Credit Reporting Act and Regulation V, which govern the use and provision of information to consumer reporting agencies;
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the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of race, creed or other prohibited factors in extending credit;
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the Servicemembers Civil Relief Act (SCRA), which applies to all debts incurred prior to commencement of active military service (including education loans) and limits the amount of interest, including certain fees or charges that are related to the obligation or liability; and
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the Telephone Consumer Protection Act (TCPA), which governs communication methods that may be used to contact customers.

Navient’s Business Processing segment is subject to federal and state consumer protection, privacy and related laws and regulations, as well as certain activities, supervision and examination by the CFPB and various state agencies. Some of the more significant federal statutes are the Fair Debt Collection Practices Act and additional provisions of the acts listed above, as well as the HEA and the various laws and regulations that pertain to government contractors. These activities are also subject to state laws and regulations similar to the federal laws and regulations listed above.

Regulatory Outlook

In 2022, we expect the regulatory environment for the business in which we operate will continue to be challenging. We anticipate that regulators will be more focused on conducting regulatory audits and initiating enforcement actions.

We anticipate a number of prominent themes will emerge:

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The number and configuration of regulators, particularly the CFPB, State Attorneys General and various state legislators, is likely to change which may add to the complexity, cost and unpredictability of timing for resolution of particular regulatory issues.
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The regulatory, compliance and risk control structures of financial institutions subject to enforcement actions by state and federal regulators are frequently cited, regardless of whether past practices have been changed, and enforcement orders have often included detailed demands for increased compliance, audit and board supervision, as well as the use of third-party consultants or monitors to recommend further changes or monitor remediation efforts.
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Issues first identified with respect to one consumer product class or distribution channel are sometimes applied to other product classes or channels.

We expect that consumer protection regulations, standards, supervision, examination and enforcement practices will continue to evolve in both detail and scope as well as being more unpredictable than in previous periods. This evolution has added and may continue to significantly add to Navient’s compliance, servicing and operating costs. We have invested in compliance through multiple steps including realignment of Navient’s compliance management system to a servicing, collections and business services business model; dedicated compliance resources for certain topics (such as the SCRA; the TCPA; unfair, deceptive, or abusive acts and practices (UDAAP); and third-party vendor management) to focus on consumer expectations; formation of business support operations to enhance risk, control and compliance functions in each business area; additional regulatory training for front-line employees to ensure obligations are understood and followed during interactions with customers, as well as additional regulatory training for our board of directors to enhance their ability to oversee the Company’s risk framework and compliance as it and the regulatory environment changes; and expanded oversight and analysis of complaint trends to identify and remediate, if necessary, areas of potential consumer harm. Despite these increased activities, our current operations and compliance processes may not satisfy evolving regulatory standards.  Past practices or products may continue to be the focus of examinations, inquiries or lawsuits including even for the work we performed under our federal loan servicing contract.

As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management,” Navient has implemented a coordinated, formal enterprise risk management system aimed at reducing business and regulatory risks.

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Listed below are some of the most significant recent and pending regulatory changes that have the potential to affect Navient.

Education Loan Servicing and Consumer Lending. The CFPB has been active in the education loan industry and undertook a number of initiatives in recent years relative to the private education loan market and education loan servicing. In addition, several states have enacted various state servicing and licensing requirements. We anticipate that these state activities will continue. It is possible that more states will propose or pass similar or different requirements on either holders of education loans or their servicers. Depending on the nature of these laws or rules, they may impose additional or different requirements than Navient faces at the federal level.

Debt Collection Supervision. The CFPB also maintains supervisory authority over larger consumer debt collectors and has recently implemented changes to Regulation F governing the collection of third-party consumer debt. The issuance of the CFPB’s rules does not preempt the various and varied levels of state consumer and collection regulations to which the activities of Navient’s subsidiaries are currently subject. Navient also utilizes third-party debt collectors to collect defaulted and charged-off education loans and will continue to be responsible for oversight of their procedures and controls.

Oversight of Derivatives. The Dodd-Frank Act created a comprehensive new regulatory framework for derivatives transactions under the Commodity Futures Trading Commission (CFTC), other prudential regulators and the SEC. This framework, among other things, subjects certain swap participants to new capital and margin requirements, recordkeeping and business conduct standards and imposes registration and regulation of swap dealers and major swap participants. The scope of the rules and exemptions continues to be defined through agency rulemakings. Even where Navient or a securitization trust sponsored by Navient qualifies for an exemption, many of its derivatives counterparties are subject to capital, margin and business conduct requirements and therefore Navient’s business may be impacted. Where Navient or the securitization trusts it sponsors do not qualify for an exemption, Navient or an existing or future securitization trust sponsored by Navient may be unable to enter into new swaps to hedge interest rate or currency risk or the costs associated with such swaps may increase. With respect to existing securitization trusts, an inability to amend, novate or otherwise materially modify existing swap contracts could result in a downgrade of its outstanding asset-backed securities. As a result, Navient’s business, ability to access the capital markets for financing and costs may be impacted by these regulations.

Legal Proceedings

For a discussion of legal matters as of December 31, 2021, please refer to “Note 12 – Commitments, Contingencies and Guarantees” to our consolidated financial statements included in this report, which is incorporated into this item by reference.

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