SEC Filing | Navient

NAVIENT CORPORATION

Date: April 17, 2014

/s/ John F. Remondi

John F. Remondi

Chief Executive Officer

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2014

Navient Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-36228

46-4054283

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


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

Registrant’s telephone number, including area code: (302) 283-8000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01

REGULATION FD DISCLOSURE.

On April 17, 2014, Navient Corporation ( “Navient”), and its parent SLM Corporation (“Sallie Mae”), first released presentations titled “Navient Investor Roadshow” and “Sallie Mae Investor Presentation,” respectively, which provide information to investors about the post-separation businesses to be conducted by Navient and Sallie Mae. Copies of the presentations are available on Sallie Mae’s website at https://www.salliemae.com/about/investors/webcasts/. In addition, these documents are being furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits


Exhibit Number		Description

99.1*		Navient Investor Roadshow

99.2*		Sallie Mae Investor Presentation

*	Furnished herewith.

SIGNATURES

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

EXHIBIT INDEX


Exhibit Number		Description

99.1*		Navient Investor Roadshow

99.2*		Sallie Mae Investor Presentation

*	Furnished herewith.

EX-99.1

Exhibit 99.1

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Exhibit 99.1

Navient

Investor Roadshow

April 2014

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Forward-Looking Statements; Non-GAAP Financial Measures

The following information is current as of April 17, 2014 (unless otherwise noted) and should be read in connection with the Registration Statement on Form 10, as amended (the “Form 10”), filed by Navient Corporation (“Navient”) with the Securities and Exchange Commission (the “SEC”) on April 10, 2014, and the Annual Report on Form 10-K for the year ended December 31, 2013 filed by SLM Corporation (“Sallie Mae”) with the SEC on February 19, 2014 (the “2013 Form 10-K”), and subsequent reports filed by Navient and Sallie Mae with the SEC. Definitions for capitalized terms in this presentation not defined herein can be found in the 2013 Form 10-K. This presentation contains forward-looking statements and information based on management’s current expectations as of the date of this presentation. Statements that are not historical facts, including statements about the beliefs and expectations of Navient and/or Sallie Mae and statements that assume or are dependent upon future events, are forward-looking statements. Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors include, among others: the risks and uncertainties set forth in Item 1A “Risk Factors” and elsewhere in the 2013 Form 10-K, in Risk Factors in the Form 10, and the subsequent filings of Navient and Sallie Mae with the SEC; increases in financing costs; limits on liquidity; increases in costs associated with compliance with laws and regulations; changes in accounting standards and the impact of related changes in significant accounting estimates; any adverse outcomes in any significant litigation to which Navient and/or Sallie Mae is a party; credit risk associated with exposure to third parties, including counterparties to derivative transactions; and changes in the terms of student loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws). Navient and Sallie Mae could also be affected by, among other things: changes in its funding costs and availability; reductions to its credit ratings or the credit ratings of the United States of America; failures of operating systems or infrastructure, including those of third-party vendors; damage to business reputation; failures to successfully implement cost-cutting and adverse effects of such initiatives on business; risks associated with restructuring initiatives, including the separation of Sallie Mae and Navient into two distinct publicly traded companies; changes in the demand for educational financing or in financing preferences of lenders, educational institutions, students and their families; changes in law and regulations with respect to the student lending business and financial institutions generally; increased competition from banks and other consumer lenders; the creditworthiness of customers; changes in the general interest rate environment, including the rate relationships among relevant money-market instruments and those of earning assets vs. funding arrangements; changes in general economic conditions; and changes in the demand for debt management services. The preparation of Navient and Sallie Mae consolidated financial statements also require management to make certain estimates and assumptions, including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect. All forward-looking statements contained in this release are qualified by these cautionary statements and are made only as of the date of this release. Neither Navient nor Sallie Mae undertakes any obligation to update or revise these forward-looking statements to conform the statement to actual results or changes in expectations.

Navient and Sallie Mae report financial results on a GAAP basis and also provides certain core earnings performance measures. The difference between core earnings and GAAP results for the periods presented were the unrealized, mark-to-market gains/losses on derivative contracts and the goodwill and acquired intangible asset amortization and impairment. These items are recognized in GAAP but not in core earnings results. Navient and Sallie Mae provide core earnings measures because this is what management uses when making management decisions regarding Navient and Sallie Mae performance and the allocation of corporate resources. Navient and Sallie Mae core earnings are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies. For additional information, see “Core Earnings — Definition and Limitations” in the 2013 Form 10-K and Form 10 for a further discussion and a complete reconciliation between GAAP net income and core earnings for Sallie Mae and Navient, respectively.

For additional information on the proposed separation of Sallie Mae and Navient, please see the 2013 Form 10-K and Form 10 of Sallie Mae and Navient, respectively.

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Navient Unaudited Pro Forma Condensed Financials

The slide on page 22 presents unaudited pro forma condensed financial statements of Navient reflecting the separation and distribution that is expected occur to on April 30, 2014.

- The unaudited consolidated pro forma balance sheet as of December 31, 2013 reflects Navient results as if the separation and distribution and such related transactions had occurred as of December 31, 2013.

- The unaudited consolidated pro forma statement of operations for the year ended December 31, 2013 reflects Navient’s results as if the separation and distribution and related transactions had occurred as of January 1, 2013.

Navient’s historical information, throughout this presentation, on a “pro forma basis” refers to Navient’s business, net income, assets and liabilities, as adjusted to give effect to the separation and distribution as described in the previous bullet (unless otherwise indicated).

The unaudited pro forma financial statements are not intended to be a complete presentation of Navient’s financial position or results of operations had the separation and distribution occurred as of and for the year ended December 31, 2013. In addition, these pro formas are provided for illustrative and informational purposes only and are not necessarily indicative of Navient’s future results of operations or financial condition as an independent, publicly traded company.

Please refer to the “Unaudited Pro Forma Condensed Consolidated Financial Statements” contained on pages 51 to 58 in the Form 10 filed on April 10, 2014 for further information and discussion regarding these pro formas.

Although Navient is the legal spinnee, from an accounting standpoint, Navient is considered the “accounting spinnor” and therefore will be the “accounting successor” to SLM. As a result, the “historical” financial statements of Navient will be SLM’s previously filed financial statements.

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The new name in loan management, servicing and asset recovery more than 40 years in the making.

Helping our customers navigate the path to financial success is everything we stand for. Our name symbolizes the expertise, experience and dedication we consistently deliver for our clients and customers.

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Experienced Management Team

Jack Remondi,

Chief Executive Officer

30 years of financial services experience

Currently serves as SLM’s Chief Executive Officer

Somsak Chivavibul,

Chief Financial Officer

25 years of financial services experience

Currently serves as SLM’s SVP – Financial Planning & Analysis

John Kane,

Chief Operating Officer

24 years of financial services experience

Currently serves as SLM’s SVP – Enterprise Project Management

Oversaw the project activities related to the successful separation of Sallie Mae into two publicly traded companies

Tim Hynes,

Chief Risk Officer

21 years of financial services experience

Currently serves as SLM’s SVP – Asset Recovery

Oversaw implementation of a more predictive scorecard and a new credit decision engine

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Separation Details

Company

Spin-Off Company: Navient (loan management, servicing and asset recovery company)

Remaining Company: Sallie Mae

Transaction

Tax-free spin-off of Navient to Sallie Mae Shareholders

1:1 distribution ratio

Exchange Details

Navient: NASDAQ / “NAVI”

Sallie Mae: NASDAQ / “SLM”

Financial Details

All existing secured and unsecured debt will be the obligation of Navient

Preferred securities will remain at Sallie Mae

Navient expects to follow a capital return policy that is consistent with Sallie Mae’s current distribution policy (common dividend and share repurchase)

Timing & Approvals

When-Issued Trading: April 17, 2014

Record Date: April 22, 2014

Distribution Date: April 30, 2014

Regular Way Trading: May 1, 2014

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Strategic Separation Into Two Distinct Businesses

Transaction Entity Spin-Off Company Remaining Company

Strategic Focus Leading education loan management, servicing and Consumer banking and leading private education asset recovery company loan origination franchise Key Businesses • FFELP Loan Portfolio • Largest Private Education Loan Originator

Non-Bank Private Education Loan Portfolio Private Education Loan Servicing

Largest Education Loan Servicer (FFELP, ED, Other Consumer Assets (Future) private) Deposits

Asset Recovery Services Upromise Rewards

Guarantor Servicing Insurance Services

Student Assistance and Outreach Solutions Credit Card

Pro Forma Assets $148.4 Assets $11.3 Financial Statistics FFELP Loans $103.2 FFELP Loans $1.4 As of 12/31/13 ($ billions) Private Loans $31.0 Private Loans $6.5 Deposits $ – Deposits $9.0 Secured Debt $120.5 Secured Debt $ –Unsecured Debt $18.3 Unsecured Debt $ –Preferred Stock $ – Preferred Stock $0.6 Tangible Common Equity $3.5 Tangible Common Equity $1.2

Regulatory Status No bank regulation; Regulated by Utah Dept. of Finance and FDIC; continued CFPB supervision CFPB supervision by end of 2014

For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3

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Investment Highlights – Navient Pro Forma

Large, high quality asset base

$134bn student loan portfolio; 77% insured or guaranteed

Average remaining life of 7 years

80% of education loans are funded to term

Efficient and large scale servicing platform

Largest education loan servicer

12mm customers and nearly $300bn of education loans serviced

Additional platform capacity to continue to scale business

Robust compliance driven culture with multiple lines of defense routines and expertise

Superior operating performance

Superior default prevention

Industry leading asset recovery

Significant and predictable cash flow generation

$35bn of FFELP and private education life of loan cash flows

1.9x unsecured debt coverage

Strong capital return

Significant cash flow and capital released as legacy portfolio pays down

Committed to consistent capital return

Meaningful growth opportunities

Opportunistic acquisitions of FFELP and private education loan portfolios

Additional ED and third party servicing and asset recovery opportunities

Note: Financial data as of 12/31/2013.

For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3

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High Quality Education Loan Portfolio –Navient Pro Forma

FFELP Portfolio

Largest holder of FFELP loans

97-98% of portfolio is government guaranteed

FFELP portfolio expected to amortize over 20 years

85% of portfolio funded to term with securitizations

Fully integrated servicing and asset recovery support operations

Private Education Portfolio

Largest holder of Private Education loans

Seasoned portfolio with nearly 90% of loans having made more than 12 payments

Typically non-dischargeable in bankruptcy

Integrated underwriting, servicing and asset recovery

Private Education 23%

FFELP 77%

Total Education Loans: $134bn

FFELP Portfolio Statistics

Balance ($bn, net of allowance) $103

% Consolidation Loans 62%

% Stafford & Other 38% 90+ Day Delinquent 9.3%

Private Education Portfolio Statistics

Balance ($bn, net of allowance) $31

Avg. Loan Size $10,316 Avg. FICO at Orig. 717

% Cosigner 63% 90+ Day Delinquent 4.7%

Note: Financial data as of 12/31/2013.

For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3

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Strong Private Education Portfolio Credit Performance – Navient Pro Forma

Private Credit: % of Portfolio Outstanding by Segment

Private Credit Charge-Off Rate by Segment

Low Risk = Smart Option, Legacy Traditional Cosigned, and Law/MBA/MED/CT/Other Moderate Risk = Legacy Traditional Non-Cosigned Elevated Risk = Non-Traditional For Note: a description Financial data of Navient’s as of 12/31/2013 Unaudited . Pro Forma Condensed Financials, see slide 3

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Large Scale Servicing Platform and Operations –Navient Pro Forma

Large Servicing Platform

Significant Volume Processed

100% 25%

11% 11% 10% 9% 90% 15% 14% 13%

21.3%

80% 25% 20%

27% 29% 29%

29% 17.3% 70% 28% 28%

60% 15%

12.6%

50% 10.4% 11.1%

9.8% 94% .

40% 10%

64% 66% 6.7% 6.8% 30% 59% 60% 61%

57% 57% 5.6%

5.4%

20% 5% 6.3% 4.6%

5.6%

2.6% 2.9% 4.3%

3.9%

10% 2.8% 3.1% 20% .

2.6% 2.7% 2.1%

2.3% 1.8%

1.0% 1.0%

0% 0%

Dec 07 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 2007 2008 2009 2010 2011 2012 2013

Low Risk Moderate Risk Elevated Risk Low Risk Moderate Risk Elevated Risk Overall Portfolio

Large Scale Servicing Platform and Operations –Navient Pro Forma

Large Servicing Platform

60 $300

Serviced 50 $250

40 $200 ( $ in Principal millions) 30 $150 Borrowers in billio ns) and (# 20 $100 Serviced Loans 10 $50

0 $0 2010 2011 2012 2013 Average Loans Serviced Average Borrowers Serviced Average Principal Serviced

Significant Volume Processed

100 25

80 20

60 15 in Call Processed millions) millions) Volumes in

40 10 Payments (#

20 5

0 0 2010 2011 2012 2013

Payment Volume Servicing Call Volume

11 servicing and asset recovery locations with experienced management team and staff

Servicing 12 million of the 45 million borrowers with an education loan

Demonstrated scalable infrastructure with capacity to add volume

History of large, well executed account conversions

2011 – $26 billion in FFELP loans acquired and converted from Citibank

2013 – $40 billion Legacy Direct Loan portfolio converted from ACS

For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3

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Superior Operating Performance

Average Quarterly % Default Score ED Servicing Contract-to-Date

0.90%

0.80%

0.70%

0.60%

0.50%

Navient Competitor 1 Competitor 2 Competitor 3

Source: Department of Education, Sallie Mae Estimates

Best-in-class performance; if other firms performed at the same level as Navient:

~250,000 fewer defaulted borrowers

$1.1 billion in additional recoveries

Servicing business and asset recovery business requires little capital and generates high returns on equity

Robust compliance driven culture driven by a “customer first” approach

Ability to maintain efficiencies in increasingly complex environment

Demonstrated FFELP compliance and preserved federal loan guarantee

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Education Loan Portfolio Generates Significant Cash Flows – Navient Pro Forma

Key Portfolio Characteristics

Over $35bn of estimated future cash flows

- Highly predictable

- Includes ~$11bn of overcollateralization to be released from residuals

- Continuing low interest rate environment will increase future floor revenue

~20 year remaining life

~1.9x unsecured debt coverage

Significant pool of cash available for shareholder distributions

Keys to Maximizing Portfolio Value

Portfolio management strategy (term extension, default prevention)

Interest rate risk management

Continued efforts to drive efficiencies and reduce direct and overhead costs

Enhanced compliance and regulatory risk management

Capital markets strategies (leverage / funding / residuals)

Note: Financial data as of 12/31/2013.

For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3

Projected Life of Loan Cash Flows*

As of December 31, 2013

FFELP Cash Flows Secured

Residual (including O/C) $7.1 Floor 1.9 Servicing 4.2

Total Secured $13.2 Unencumbered $1.3 Total FFELP Cash Flows $14.5

Private Credit Cash Flows Secured

Residual (including O/C) $12.5 Servicing 1.4

Total Secured $13.9 Unencumbered $6.9 Total Private Cash Flows $20.8

Combined Cash Flows $35.3

*Floor cash flows projected using 1/13/14 yield curve. These projections are based on internal estimates and assumptions and are subject to ongoing review and modification. These projections may prove to be incorrect.

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Conservative Funding Profile – Navient Pro Forma

High Percentage of Education Loans Funded to Term

Unsecured Debt, $17bn

Funded to Term, $107bn Secured

- FFELP Consolidation Term

Facilities,

ABS, $58bn $10bn

- FFELP Non-Consolidation Term ABS, $30bn

- Private Term ABS, $19bn

$134bn Pro Forma Student Loan Portfolio1

80% of student loan portfolio funded to term

Continued access to securitization market

- Strong capital markets team with extensive market knowledge and transaction experience

- $6.5bn of FFELP securitizations and $3.1bn of Private Education Loan securitizations in 2013

1 Figures as of December 31, 2013

For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3

Unsecured Debt Maturities

$3.7

$2.8 $2.5 $2.2 $2.3 $1.8 $1.5 $1.6

$0.1

2014 2015 2016 2017 2018 2019 2020 2021 2022+

Demonstrated access to capital markets

- 3 unsecured debt issuances since May 2013 separation announcement, totaling $3.1bn

Cash flow coverage in excess of unsecured debt maturities

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Focused on Distributing Excess Capital

Capital Generation

Strong predictable cash flows

Capital Usage

Return excess capital to shareholders

Net Income

Capital Release

Portfolio run-off and residual sales

Common Dividend

Share Repurchase

Growth Opportunities

Outlook

2014 Standalonea1 Core Earnings EPS Estimate of $2.05

Economic capital

– 0.50% for FFELP loans

– 12% for Private Education loans

Continue to explore opportunities to optimize cash flows

~30% payout ratio

Return excess capital and cash flows to shareholders after dividends are paid

Portfolio and servicing acquisitions

Fee businesses

1 Reported Navient 2014 Core Earnings EPS will include 4 months of the consumer banking business results (January 2014 through the expected date of separation and distribution on April 30, 2014), actual restructuring and reorganization expense and the impact of the transition services agreements and long term contracts between Navient and SLM Corporation from April 30, 2014 (expected date of separation and distribution) forward. In order to provide investors with some reference for Navient’s expected ordinary course future performance post-spin, we have provided Standalone Navient 2014 Core Earnings EPS which does not include consumer banking business results from January 2014 to April 2014 or expected spin related reorganization and restructuring expenses or any potential additional compliance remediation expense. We do not anticipate Reported Core Earnings EPS will be materially different from Standalone Core Earnings EPS.

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Leveraging Core Strengths to Drive Growth

Large Scale Servicing Platform

Capacity to process large volume of transactions and manage complex administrative requirements

Flexibility to acquire portfolios or service on third-party basis

Default Prevention and Asset Recovery

Delinquency and charge-offs significantly below national average

Industry leading asset recovery and private credit loss mitigation capabilities

Operating Efficiency

Customized and efficient account-based servicing system and environment

Proven track record of cost reductions throughout franchise

Regulatory Compliance and Risk Management

Demonstrated compliance infrastructure

Operational and technical expertise and capacity to adapt to new regulatory environment

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Growth Opportunities

Multiple channels available to drive profitable growth in both portfolio acquisitions and fee based opportunities

Description Market Opportunity

FFELP Acquisition and Servicing

Focus on lenders that contract with 3rd party servicers given vendor management requirements and servicing risk

Regulatory trends (capital, compliance) will encourage asset dispositions from banks

$150bn of FFELP loans not owned or serviced by Navient

Private Education Loan Acquisition and Servicing

Ability to position Navient as servicing partner vs. competitor

Dormant portfolios drive further Private Education loan opportunities

$70bn of Private Education loans not owned or serviced by Navient

Department of Education Services

Servicing scale, performance and compliance creates opportunity

Default management opportunity driven by increasing share to top agencies and enhanced recovery potential

Origination contract up for rebid

Department of Education spend to originate, service and collect loans projected to increase from $1.5bn to

$2.0bn by 2017

Asset Recovery Services

Continue to expand market share with student loan guarantors

Expand into state, court and municipality asset recovery

Non-ED government asset recovery provide additional growth opportunity

State, court and municipality recoveries: $380mm annual recovery revenue Other government contracts: More than $500bn outstanding receivables

School Services

Expand and grow default prevention services to schools

Grow market share of servicing other loans, such as Perkins

Over $200mn annual revenue Market of $680mn of annual receivables.

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Conclusion

1 Large, high quality asset base

2 Efficient and large scale servicing platform

3 Superior operating performance

4 Significant and predictable cash flow generation

5 Strong capital return

6 Meaningful growth opportunities

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Appendix

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Top Holders of FFELP Loans

Top Ten Not-For-Profit Holders of FFELP Loans

Lender $’s in Billions Brazos $8.7 PHEAA $7.3 Access Group $4.1 Northstar $3.4 MOHELA $2.9 EdSouth $2.4 College Foundation $2.4 SC Student Loan $2.4 Edsouth Services $1.8 KHESLC $1.3 Total Not-For-Profit $34

Top Ten For-Profit Holders of FFELP Loans

Lender $’s in Billions Nelnet $25.2 Wells Fargo $12.9 Chase $7.5 PNC $6.1 CLC $5.7 Goal Financial $5.6 SunTrust $5.5

Student Loan Express $3.6

Bank of America $3.6 U.S. Bank $3.0

Total For-Profit $75

*Source: Sallie Mae 9/30/2013 estimates based on US ED Top 100 Holder 2013 and 2012 report

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Navient Unaudited Pro Forma Condensed Financials

GAAP Balance Sheet

December 31, 2013 ($ in billions)

Assets

FFELP Loans (Net of Allowance for Losses) $ 103.2

Private Education Loans (Net of Allowance 31.0

for Losses)

Cash & Cash Equivalents 2.4

Other Assets 11.8

Total Assets $ 148.4

Liabilities and Equity

Senior Unsecured Debt $ 18.3

Secured Borrowings 120.5

Other Liabilities 5.7

Total Liabilities $ 144.5

Common Equity 3.9

Total Liabilities & Stockholders Equity $ 148.4

GAAP & Core Earnings Income Statement

Year Ended December 31, 2013 ($ in millions except per share amounts)

GAAP Core

Navient Pro GAAP to Navient Pro

Forma Core Adjs Forma

Interest income:

Net interest income $ 2,703 (455) $ 2,248

Less: provisions for loan losses 770 - 770

Net interest income after provisions for loan losses 1,933 (455) 1,478

Other income (loss):

Gains on sales of loans and investments 302 - 302

Gains (losses) on derivative and hedging activities, net (269) 268 (1)

Servicing revenue 292 - 292

Contingency revenue 420 - 420

Gains on debt repurchases 42 6 48

Other 100 (62) 38

Total other income (loss) 887 212 1,099

Total operating expenses 818 (10) 808

Income from continuing operations, before income tax expense 2,002 (233) 1,769

Income tax expense 739 (96) 643

Net income from continuing operations $ 1,263 (137) $ 1,126

Diluted earnings (loss) per common share attributable to Navient:

Continuing operations $ 2.82 $ 2.51

Average common and common equivalent shares outstanding 449 449

For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3

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Navient Unaudited Pro Forma Condensed Financials—Differences between “Core Earnings” and GAAP

Year ended December 31, 2013 ($ in millions) (unaudited)

“Core Earnings” adjustments to GAAP:

Pro forma Navient GAAP net income from continuing operations $ 1,263

Net impact of derivative accounting (243) Net impact of goodwill and acquired intangible assets 10 Net income tax effect 96 Total “Core Earnings” adjustments to GAAP (137)

Pro forma “Core Earnings” net income from continuing operations $1,126

Note: In accordance with Article 11-02(b)(5) and consistent with Navient’s unaudited pro forma consolidated statements of income included in its Form 10 filed on April 10, 2014, only net income from continuing operations is presented. As a result, net income from discontinued operations is excluded.

EX-99.2

Exhibit 99.2

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Exhibit 99.2

SALLIE MAE

Investor Presentation

APRIL 2014

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Forward-Looking Statements

The following information is current as of April 17, 2014 (unless otherwise noted) and should be read in connection with the Annual Report on Form 10-K for the year ended December 31, 2013 filed by SLM Corporation (“Sallie Mae”) with the SEC on February 19, 2014 (the “2013 Form 10-K”), the Registration Statement on Form 10, as amended (the “Form 10”), filed by Navient Corporation (“Navient”) with the Securities and Exchange Commission (the “SEC”) on April 10, 2014, and subsequent reports filed by Sallie Mae and Navient with the SEC. Definitions for capitalized terms in this presentation not defined herein can be found in the 2013

Form 10-K. This presentation contains forward-looking statements and information based on management’s current expectations as of the date of this presentation. Statements that are not historical facts, including statements about the beliefs and expectations of Sallie Mae and statements that assume or are dependent upon future events, are forward-looking statements. Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors include, among others: the risks and uncertainties set forth in Item 1A “Risk Factors” and elsewhere in the 2013 Form 10-K, in Risk Factors in the Form 10, and the subsequent filings of Sallie Mae and Navient with the SEC; increases in financing costs; limits on liquidity; increases in costs associated with compliance with laws and regulations; changes in accounting standards and the impact of related changes in significant accounting estimates; any adverse outcomes in any significant litigation to which Sallie Mae is a party; credit risk associated with exposure to third parties, including counterparties to derivative transactions; and changes in the terms of student loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws). Sallie Mae could also be affected by, among other things: changes in its funding costs and availability; reductions to its credit ratings or the credit ratings of the United States of America; failures of operating systems or infrastructure, including those of third-party vendors; damage to business reputation; failures to successfully implement cost-cutting and adverse effects of such initiatives on business; risks associated with restructuring initiatives, including the separation of Sallie Mae and Navient into two distinct publicly traded companies; changes in the demand for educational financing or in financing preferences of lenders, educational institutions, students and their families; changes in law and regulations with respect to the student lending business and financial institutions generally; increased competition from banks and other consumer lenders; the creditworthiness of customers; changes in the general interest rate environment, including the rate relationships among relevant money-market instruments and those of earning assets vs. funding arrangements; changes in general economic conditions; and changes in the demand for debt management services. The preparation of Sallie Mae’s consolidated financial statements also require management to make certain estimates and assumptions, including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect. All forward-looking statements contained in this release are qualified by these cautionary statements and are made only as of the date of this release. Sallie Mae does not undertake any obligation to update or revise these forward-looking statements to conform the statement to actual results or changes in expectations.

For additional information on the proposed separation of Sallie Mae and Navient, please see the 2013 Form 10-K and Form 10 of Sallie Mae and Navient, respectively.

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Separation Details

Company

Remaining Company: Sallie Mae (consumer banking business)

Spin-Off Company: Navient (loan management and servicing company)

Transaction

Tax-free spin-off of Navient to Sallie Mae shareholders

1:1 distribution ratio

Exchange Details

Sallie Mae: NASDAQ / “SLM”

Navient: NASDAQ / “NAVI”

Financial Details

Debt and preferred

— All existing secured and unsecured debt will be the obligation of Navient

— Preferred securities will remain at Sallie Mae

Shareholder distributions

— Sallie Mae does not intend to pay a dividend on common stock for the foreseeable future

— Sallie Mae will continue to pay preferred stock dividends

Timing & Approvals

When-Issued Trading: April 17, 2014

Record Date: April 22, 2014

Distribution Date: April 30, 2014 (post close)

Regular Way Trading: May 1, 2014

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Strategic Separation Into Two Distinct Businesses

Transaction Entity Remaining Company Spin-Off Company

Strategic Focus Consumer banking including leading Leading education loan management, servicing private education loan franchise and asset recovery company

Key Businesses

Largest Private Education Loan Originator

Private Education Loan Servicing

Other Consumer Assets

Deposits

Upromise Rewards

Insurance Services

Credit Card

FFELP Loan Portfolio

Non-Bank Private Education Loan Portfolio

Largest Education Loan Servicer (FFELP, ED, private)

Contingency Collections

Guarantor Servicing

Student Assistance and Outreach Solutions

Pro Forma Financial Statistics

As of 12/31/2013 ($ billions)

Assets $11.3 FFELP Loans $1.4 Private Loans $6.5 Deposits $9.0 Secured Debt $ – Unsecured Debt $ – Preferred Equity $0.6 Tangible Common Equity $1.2

Assets $148.4 FFELP Loans $103.2 Private Loans $31.0 Deposits $ – Secured Debt $120.5 Unsecured Debt $18.3 Preferred Stock $ –Tangible Common Equity $3.5

Leadership

Ray Quinlan

Chairman and CEO

Joe DePaulo

Executive Vice President - Banking

Steve McGarry

Chief Financial Officer

Jack Remondi

Chief Executive Officer

Somsak Chivavibul

Chief Financial Officer

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Sallie Mae Investment Highlights

1 Experienced management team with deep industry knowledge

Average of 30+ years of banking and financial services experience

2 Leading brand in the education lending market

40+ years serving the education lending market

50% private education lending market share

3 Simple low cost delivery system

Multi-channel delivery system (on-campus, direct)

40% customer serialization rate and improving

4 Attractive customer base

Higher employment rates for college graduates

90% of portfolio has cosigners; 746 average FICO

Disciplined approach to credit

Robust proprietary scorecard

Strong SmartOption performance; 0.6% ‘13 charge-offs

Strong capital position and 6 funding capabilities

14%+ Total Capital Ratio; all capital ratios significantly in excess of well capitalized

Retail direct deposits; future securitizations

7 Targeting high growth and high return business

Long-term earnings growth target of 20%+

Long-term ROE target of 15%+

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Management Presenters

Experienced management team with extensive asset knowledge and industry expertise

Raymond Quinlan

Chairman &

Chief Executive Officer

30+ years of banking and financial services experience

Joined Sallie Mae in 2014

Previously Executive Vice President of Banking at CIT

Previously Chairman & CEO of Citigroup Retail Financial Services

Joseph DePaulo

Executive Vice President—Banking

30+ years of banking and financial services experience

Joined Sallie Mae in 2009 as Executive Vice President & Chief Marketing Officer

Previously Co-Founder & CEO of Credit One Financial Services

Previously U.S. Card group executive at MBNA

Steven McGarry

Chief Financial Officer

30+ years of banking and financial services experience

Joined Sallie Mae in 1997 as a member of the corporate finance team and later took leadership of equity and fixed income investor relations

Previously held various positions in Toronto Dominion’s treasury department

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Favorable Student Loan Market Trends

Enrollment at Four-Year Degree Granting Institutions

(millions) 15.3

14.4

13.5 13.5 13.7

12.9 13.3

12.1

2008 2009 2010 2011 2012 2013 2017 2022

Source: U.S. Department of Education, National Center for Education Statistics, Projections of Education Statistics to 2022 (NCES 2014-051, February 2014), tables 23 and 25; 2012 actual data from Enrollment in Postsecondary Institutions, Fall 2012; Financial Statistics, Fiscal Year 2012; Graduation Rates, Selected Cohorts, 2004-09; and Employees in Postsecondary Institutions, Fall 2012.

Annual Cost of Education

Public Private

($ thousands)

$39 $41

$36 $38

$34 $35

$30 $32 $29

$16 $17 $18 $18

$14 $14 $15

$12 $13

2005 2006 2007 2008 2009 2010 2011 2012 2013

Note: Academic years, average published tuition, fees, room and board charges at four-year institutions; enrollment-weighted

Estimated Total Cost of Education – 2012 / 2013 AY

($ billions)

Ed. Tax Federal Benefit / Loans Work Study $103 Grants $21 $116 Private Family Education Contributions Loans $191 $7 Total Estimated Cost: $438bn

Sources derived from: Department of Education, College Board, McKinsey & Company, MeasureOne, National Student Clearinghouse, Company Analysis

Cost of College (Based on a Four-Year Term)

($ thousands) AY 2012—2013 AY 2002—2003 $ 157.8

$ 99.5 $ 130.8 $ 71.3

$ 82.3 $ 38.7

$ 44.3

$ 21.6 $ 27.0 $ 27.0

$ 17.1 $ 17.1

Full-Time Full-Time Public Full-Time Full-Time Public Private School School Private School School ED Lending Limit Cost of Attendance Gap

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Higher Education Value Proposition

Relationship Between Higher Education, Income and Employment

100,000 14%

90,000 Average annual income

Unemployment 12%

80,000

70,000 10%

60,000

8% 50,000 6% 40,000

30,000 4% 20,000 2% 10,000

0 0% Less than H.SHigh . schoolSome college Associate Bachelor’s Master’s Doctorate Professional

Source: U.S. Bureau of Labor Statistics, Current Population Survey, 2012 Annual Social and Economic Supplement. Represents median earnings for a full time, year-round worker over age 25. Unemployment data as of Annual Average 2012. Represents unemployment for civilian non-institutional population over age 25.

Widening Earnings Gap of Young Adults by Educational Attainment

$ 17,500 $ 15,780 $ 14,245

$ 9,690 $ 7,499

Silents in Early Late Gen Xers in Millenials in 1965 Boomers in Boomers in 1995 2013 1979 1986

The difference in median annual earnings of college and high school graduates when members of each generation were ages 25 to 32 Source: PEW Research Center

Most Graduates Say College Has Paid Off

Has Not / Will Not Pay Off

6 % Will Pay Off

8 %

Paid Off

83 %

% who say that considering what they and their family paid for their undergraduate education Source: PEW Research Center

18 to 24 year olds with a college degree have a 50% lower unemployment rate than those without a degree

~60% of students graduate with student loans

70% of student loan borrowers have debt balances less than $25,000 and 4% have balances above $100,000 (average borrowings of $26,500)

Source: College Board, “Trends in Student Aid, 2013”, FRBNY Consumer Credit Panel. Equifax (www.newyorkfed.org/regional/Brown_presentation_GWU_2013Q2.pdf)

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The Sallie Mae Brand

#1 saving, planning and paying for education company with 40-years of leadership in the education lending market

Top ranked brand: 6 out of 10 consumers of education finance recognize the Sallie Mae brand

Industry leading market share in private education lending; 50% market share for 2012 / 2013 AY

Over 2,400 actively managed university relationships across the U.S.

Complementary consumer product offerings

Over one million long-term engaged customers across the Sallie Mae brands

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Full Suite of Private Education Products

Description Franchise

Private Education Lending

Market, price, underwrite and disburse private education loans

Focused on high quality credits at top tier institutions

Smart Option is primary product (interest-only, fixed pay, deferred)

Provide servicing and collections for existing portfolio and newly originated private education loans

700,000+ loans

~500,000 active private education loan accounts

Direct Banking

Full suite of savings accounts and CD products online

Nearly 50% of retail deposit customers have another SLM product

144,000 retail accounts

Upromise Rewards

Free membership service allowing members to earn money for college through participating merchants

Upromise MasterCard allows members to earn while using the card

800 merchants 300,000+ active members

Sallie Mae Insurance Services

Partners with established insurance brokerages to offer insurance programs tailored to students

Products include tuition, renters, life and health insurance plans

Complements core private education lending business

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Multifaceted Distribution Platform

Commentary

2013 Originations

Student

On-Campus

Nationally recognized brand drives on-campus originations

Actively manage over 2,400 college relationships

Represented on vast majority of college directed preferred lender lists

Largest national sales force in the industry

~$1.9bn

50% of originations

Direct to Consumer

Significant experience and success marketing to prospects through multiple channels including: paid search, affiliates, display, direct mail and email

Leverage low cost customer channels to contribute to significant serialization in following years

~$1.8bn

47% of originations

Partnership

Marketing and distribution through partnerships with banks, credit unions, resellers and membership organizations

Focused on growing through increased penetration and additional partner relationships

~$0.1bn

3% of originations

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Attractive Customer Base

Top tier institutions

82% of customers from non-profit 4 year institutions

11% of customers from for profit 4 year institutions

Strong credit history

78% of customers have FICOs >700

Average FICO of 746 at origination

Co-signer involvement

90% of borrowers have co-signers

Attractive demographics

Average unemployment rate of 4.4% for individuals with some college vs. 10.4% for individuals with no college

Average income of $63,000 for individuals with some college vs. $29,000 for individuals with no college

High serialization rates

40.8% of private education loan borrowers are repeat customers, obtaining loans in the following academic year

Cross sell opportunities

5.1% conversion rate of Upromise members to student loan customers

6.7% of Sallie Mae depositors have private education loans

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Scale and Serialization Lead to Low Cost Delivery

Scale

Strong market share allows Sallie Mae to leverage fixed acquisition costs over significant new account volume

Market leading brand recognition drives volume with a disciplined approach to marketing investment

Cost to acquire new loans typically covered by year 1 expected cash flows

Cost to acquire loans has dropped nearly 30% in the last two years and is expected to continue to decline with volume growth

Serialization

40% of borrowers in 2013 had a Sallie Mae loan in the prior year

90% of serial customers renew loans through no cost or low cost channels with limited incremental marketing costs

Serialization rates have improved by more than 20% over the last 2 years

Test and learn approach to direct to consumer marketing has allowed for year over year improvement

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Unique Smart Option Product Leads Private Education Lending Market

Smart Option student loan product first introduced in 2009

Offers three repayment options designed to help borrowers balance their goals and budget while in school

– Interest Only: requires interest only payment during in-school period

– Fixed Repayment: requires $25 monthly payments during in-school period

– Deferred Repayment: allows the customer to defer payments while in-school

Variable and Fixed Interest Rate Options

Repayment term is driven by cumulative amount borrowed and grade level

Regular communication with customers and cosigners during in-school period

Full collection activities are employed at both the customer and cosigner level

All loans are certified by the school’s financial aid office to ensure that proceeds are used for education expenses

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High Quality Private Education Portfolio

Portfolio by Product

Graduate Signature / Other 2% 2%

Smart Option 96%

4Q 2013 Private Education Loans: $6.9bn

Smart Option Payment Type

Interest Only Deferred 19% 48% Fixed Pay 33%

4Q 2013 Smart Option Loans: $6.6bn

Portfolio by Vintage

2010 Pre-2010

6% 2%

2013 2011 39% 20%

2012 34%

Weighted Average Age of Loan: ~1.5 years

Customer FICO at Origination

<700

22% 780+ 30%

700—740

25% 740—780 23%

Weighted Average FICO: 746

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Analytical Approach to Credit

Student

Initial Screen

$1,000 minimum loan

Minimum FICO of 640 for non-profit schools and 670 for for-profit schools

No existing SLM 30+ day past dues

No student loans 90+ day past dues

No recent bankruptcy

3+ trades for cosigners and 4+ trades for non-cosigner

Custom Scorecard

Multi-scenario approach that predicts percentage of borrowers likely to reach 90+ days past due

Built in coordination with Experian Decision Analytics

Applies 15 – 18 application and credit bureau attributes

Asset expertise and rigorous underwriting driven by large volume of historical data

160 employees

~1.3mm annual applications

~35% approval rate

Manual Review

~8% of applications

Pass risk scores, but require further review due to credit concerns

— Thorough review of bankruptcies, collection accounts, etc.

— Higher levels of existing student debt

— High credit utilization

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Smart Option Credit Outperforming

Smart Option products outperform prior private education loan products due to more stringent underwriting standards and tailored product options

Performance of newer vintage loans driven by focused marketing on high quality borrowers, better data and product management and an improving macroeconomic environment

Smart Option Performance Trends¹

2011 2012 2013

Smart Option Loans $4,769 $7,501 $10,514

Smart Option Loans in Repayment 4,195 5,774 7,728

% Charge-Offs² 0.3% 0.5% 0.6%

% Delinquencies² 2.8% 2.9% 3.0%

% 90+ Day Delinquencies² 0.8% 1.0% 1.1% % in Forbearance² 0.3% 2.1% 2.5% % with Co-Signer² 94% 93% 92% Average FICO at Origination² 746 746 746

¹ Total existing Sallie Mae Smart Option portfolio (includes Sallie Mae and Navient pro forma Smart Option loans)

² Percentage of loans in repayment.

Smart Option Outperforms Legacy Signature

16%

Based) 14% 13.49% Dollar 12%

( 10% Rate

Default 6%

4.63% Date 4% to - 3.51% -Life 2% 1.76%

0 1020 3040 50

Months in P&I Payments

2009—Signature Traditional 2010—Smart Option: All Products 2011—Smart Option: All Products 2012—Smart Option: All Products

Signature loans represent random sample of traditional Signature loans originated during the 2006-2008 origination years totaling $500mm annually Smart Option loans represent random sample of Smart Option loans originated during the 2009-2013 origination years totaling $500mm annually

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Conservative Funding Approach

Low cost deposit base with no branch overhead

— 74% of retail deposits are savings accounts

— Brokered deposits used as alternative funding source

Term funding / securitizations will augment deposit funding for future growth

— Retaining experienced capital markets team

— Capacity to securitize $2 – $3bn of private education loans

Multi-year revolving conduit facility

— Provides seasonal loan funding and backup liquidity

— $500mm conduit with 2-year term provided by consortium of banks

Whole loan sales used to manage balance sheet growth

— Targeting $1.5 – $2.5bn of loan sales annually

Substantial liquidity portfolio

— $2.9bn of on-balance sheet cash provides seasonal loan funding and liquidity

4Q 2013

Target

Retail deposits Brokered deposits Secured debt

59%

40%

60%

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Significant Private Education Loan Growth

($ in millions)

Previous Year Loan Balance

Net Loan Growth

$4,555

2010

$5,172 $617

2011

$5,508 $336

2012

$6,563

$1,055

2013

Private Education Loans

Originations $2,236 $2,699 $3,305 $3,762

% Outstanding 49% 52% 60% 57%

Loan Sales 1 $1,820 $1,897 $2,639 $2,411

% of Originations 81% 70% 80% 64%

¹ Loan sales to affiliates.

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Strong Capital Position

Significant available capital resources, well in excess of regulatory minimums

Long-term target of 14% Total RBC ratio at the bank subsidiary

$565mm of preferred securities remain with SLM1

Bank Subsidiary (4Q 2013)

Bank Holding Company (4Q 2013)

22.5%

21.6%

17.3%

16.4% 16.4%

16.2%

11.3%

10.5%

TCE / TA Tier 1 Common Tier 1 RBC Total RBC TCE / TA Tier 1 Common Tier 1 RBC ¹ Total RBC ¹

Note: Financial data as of December 31, 2013

1 Includes $400mm Series B non-cumulative perpetual preferred stock and excludes $165mm Series A cumulative perpetual preferred stock that will also remain with SLM.

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High Return Business Model – Illustrative Life of Loan Per Unit Economics

Return on Assets

Loan Yield 8.00 % Cost of Funds 1.70 %

Net Interest Margin 6.30 %

Loan Losses 1.00 %

Risk-Adjusted Margin 5.30 %

Cost to Acquire 0.40 % Servicing Cost 0.50 % Overhead Expense 0.50 %

Total Expenses 1.40 %

Total Pre-Tax Income 3.90 %

Net Income / ROAA 2.34 %

ROE 15.60 %

Description

Approximate average yield on future originations; ~85% variable / ~15% fixed rate

Expected life of loan cost of funds including deposit / ABS funding and 15% equity

Average annual provision for loan losses based on expected cumulative cohort default rate of ~7%; actual defaults typically higher in early years and lower in later years

Marketing / origination cost associating with new loans; amortized over life of loan

Expected average annual servicing costs; ~$4.00 / month per account

Expected average annual overhead expenses

Assumes 40% tax rate

Assumes 15% equity

Note: All information based on Sallie Mae Bank current business plan.

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Financial Review – Pro Forma Sallie Mae

($ in millions)

Pro Forma Balance Sheet

2013

Assets

Cash and Investments $ 2,864 Private Education Loans (net of allowance for losses of $62) 6,506 FFELP Loans (net of allowance for losses of $6) 1,425 Other Assets 490

Total Assets $ 11,285

Liabilities and Equity

Deposits $ 8,952 Other Liabilities 588 Total Liabilities $ 9,540

Total Equity 1,745

Total Liabilities & Equity $ 11,285

Source: SLM Corporation 10-K

¹ Net income to common divided by year end assets / equity.

Pro Forma Income Statement

2012 2013 Interest Income:

Net Interest Income $ 410 $ 462 Less: Provisions on Loan Losses 66 69 Net Interest Income after Provisions $ 344 $ 393

Other Income:

Gain on Sale of Loans and Investments $ 235 $ 260 Other 32 38 Total Other Income $ 267 $ 298

Expenses:

Operating Expenses $ 260 $ 272 Acquired Intangible Asset Amortization 12 3 Restructuring 1 2 Total Non-Interest Expense $ 273 $ 277 Income Before Tax Expense $ 338 $ 414 Income Tax Expense 124 157

Net Income $ 214 $ 257 Net Income to Common $ 196 $ 238 Memo:

NIM 5.2 % 4.8 % Efficiency Ratio 40.3 % 36.4 % ROA1 – 2.1 % ROE1 – 13.6 %

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Key Financial Targets

Target

Annual Originations $4 bn +

Asset Growth 15.0% – 17.5%

Earnings Growth 20% + Annual Loan Sales $1.5 – $2.5 bn ROA 2.0% + ROE 15% + Total RBC 14%

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Business Diversification Opportunities

Lending

Funding

Credit Cards

Focused on Upromise Rewards customers

Personal Loans

Consumer term loan with credit card like features

Short terms and fixed payments

graduates with professional degrees

Practice Loans

Medium ticket secured loans for healthcare professionals Medium term durations

Banking Products

Continued focus on building deposit relationships

Loan Sales

Whole loan sales to third parties in order to manage balance sheet growth Loan sales decline as balance sheet grows

Secured Funding

Experienced private education loan capital markets team

Provides diversified funding

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Sallie Mae Investment Highlights

1 Experienced management team with deep industry knowledge

Leading brand in the education lending market

3 Simple low cost delivery system

4 Attractive customer base

5 Disciplined approach to credit

6 Strong capital position and funding capabilities

7 Targeting high growth and high return business