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

SLM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13251	52-2013874
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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.

SLM Corporation (the “Company”) frequently provides relevant information to its investors via posting to its corporate website. On April 17, 2014, the Company and its wholly-owned subsidiary, Navient Corporation (“Navient”), first released presentations titled “Sallie Mae Investor Presentation” and “Navient Investor Roadshow,” respectively, which provide information to investors about the post-separation businesses to be conducted by the Company and Navient. Copies of the presentations are available on the Company’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*	Sallie Mae Investor Presentation
99.2*	Navient Investor Roadshow

* 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.

	SLM CORPORATION
Date: April 17, 2014	By:	/s/ Laurent C. Lutz
		Laurent C. Lutz
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1*	Sallie Mae Investor Presentation
99.2*	Navient Investor Roadshow

* Furnished herewith.

EX-99.1

Exhibit 99.1

Exhibit 99.1 Sallie Mae Investor Presentation April 2014

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. 2

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 3

Strategic Separation Into Two Distinct Businesses Transaction Entity Remaining Company Spin-Off Company Strategic Focus Consumer banking including leading private education loan franchise Leading education loan management, servicing 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 4

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 5 Disciplined approach to credit Robust proprietary scorecard Strong SmartOption performance; 0.6% ‘13 charge-offs 6 Strong capital position and 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%+ 5

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 6

Favorable Student Loan Market Trends Enrollment at Four-Year Degree Granting Institutions (millions) 12.1 12.9 13.3 13.5 13.5 13.7 14.4 15.3 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 ($ thousands) Public Private $29 $30 $32 $34 $35 $36 $38 $39 $41 $12 $13 $14 $14 $15 $16 $17 $18 $18 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Trends in College Pricing. 2013 The College Board,. www.collegeboard.org, Note: Academic years, average published tuition, fees, room and board charges at four-year institutions; enrollment-weighted Estimated Total Cost of Education – 2012 / 2013 AY ($ billions) Ed. Tax Benefit / Work Study $21 Private Education Loans $7 Federal Loans $103 Grants $116 Family Contributions $191 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 2002 – 2003 AY 2012 – 2013 $ 99.5 $ 38.7 $ 157.8 $ 71.3 $ 82.3 $ 21.6 $ 130.8 $ 44.3 $ 17.1 $ 17.1 $ 27.0 $ 27.0 Full-Time Private School Full-Time Public School Full-Time Private School Full-Time Public School ED Lending Limit Cost of Attendance Gap Source: Trends in College Pricing.© 2013 The College Board,. www.collegeboard.org, U.S. Department of Education 2013 7

Higher Education Value Proposition Relationship Between Higher Education, Income and Employment Widening Earnings Gap of Young Adults by Educational Attainment Most Graduates Say College Has Paid Off 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 Average annual income Unemployment Less than H.S .High school Some 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. 14% 12% 10% 8% 6% 4% 2% 0% $ 7,499 $ 9,690 $ 14,245 $ 15,780 $ 17,500 Silents in 1965 Early Boomers in 1979 Late Boomers in 1986 Gen Xers in 1995 Millenials in 2013 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 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) 8

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 9

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 10

Multifaceted Distribution Platform Student Commentary 2013 Originations 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 11

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 12

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 13

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 14

High Quality Private Education Portfolio Portfolio by Product Smart Option Payment Type Graduate / Other 2% Signature 2% Smart Option 96% 4Q 2013 Private Education Loans: $6.9bn Deferred 48% Interest Only 19% Fixed Pay 33% 4Q 2013 Smart Option Loans: $6.6bn Portfolio by Vintage 2010 6% Pre-2010 2% 2011 20% 2013 39% 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 15

Analytical Approach to Credit Submit Application Student Disbursement 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 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 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 Review Process Review Process 16

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 Life-to-Date Default Rate (Dollar Based) 16% 14% 12% 10% 8% 6% 4% 2% 0% 13.49% 4.63% 3.51% 1.76% 0 10 20 30 40 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 17

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 40% 59% 40% 60% 18

Significant Private Education Loan Growth ($ in millions) ‘10 – ‘13 CAGR: 12.9% Previous Year Loan Balance Net Loan Growth $4,555 $5,172 $5,508 $6,563 $617 $336 $1,055 2010 2011 2012 2013 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. 19

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) 11.3% 16.4% 16.4% 17.3% 10.5% 16.2% 21.6% 22.5% 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. 20

High Return Business Model – Illustrative Life of Loan Per Unit Economics Return on Assets Description Loan Yield 8.00 % Approximate average yield on future originations; ~85% variable / ~15% fixed rate Cost of Funds 1.70 % Expected life of loan cost of funds including deposit / ABS funding and 15% equity Net Interest Margin 6.30 % Loan Losses 1.00 % 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 Risk-Adjusted Margin 5.30 % Cost to Acquire 0.40 % Marketing / origination cost associating with new loans; amortized over life of loan Servicing Cost 0.50 % Expected average annual servicing costs; ~$4.00 / month per account Overhead Expense 0.50 % Expected average annual overhead expenses Total Expenses 1.40 % Total Pre-Tax Income 3.90 % Net Income / ROAA 2.34 % Assumes 40% tax rate ROE 15.60 % Assumes 15% equity Note: All information based on Sallie Mae Bank current business plan. 21

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 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 % Source: SLM Corporation 10-K ¹ Net income to common divided by year end assets / equity. 22

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% 23

Business Diversification Opportunities Lending Funding Credit Cards Personal Loans Practice Loans Banking Products Loan Sales Secured Funding Focused on Upromise Rewards customers Consumer term loan with credit card like features Short terms and fixed payments Target recent graduates with professional degrees Medium ticket secured loans for healthcare professionals Medium term durations Continued focus on building deposit relationships Whole loan sales to third parties in order to manage balance sheet growth Loan sales decline as balance sheet grows Experienced private education loan capital markets team Provides diversified funding 24

Sallie Mae Investment Highlights 1 Experienced management team with deep industry knowledge 2 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 25

EX-99.2

Exhibit 99.2

Exhibit 99.2 Navient Investor Roadshow April 2014

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. Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 2

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 to occur 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. Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 3

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. Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 4

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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 5

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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 6

Strategic Separation Into Two Distinct Businesses Transaction Entity Spin-Off Company Remaining Company Strategic Focus Leading education loan management, servicing and asset recovery company Consumer banking and leading private education loan origination franchise Key Businesses FFELP Loan Portfolio Non-Bank Private Education Loan Portfolio Largest Education Loan Servicer (FFELP, ED, private) Asset Recovery Services Guarantor Servicing Student Assistance and Outreach Solutions Largest Private Education Loan Originator Private Education Loan Servicing Other Consumer Assets (Future) Deposits Upromise Rewards Insurance Services Credit Card Pro Forma Financial Statistics As of 12/31/13 ($ billions) 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 Assets $11.3 FFELP Loans $1.4 Private Loans $6.5 Deposits $9.0 Secured Debt $ – Unsecured Debt $ – Preferred Stock $0.6 Tangible Common Equity $1.2 Regulatory Status No bank regulation; continued CFPB supervision Regulated by Utah Dept. of inance and FDIC; CFPB supervision by end of 2014 For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 7

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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 8

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 23% FFELP 77% Total Education Loans: $134bn Private Education Portfolio Largest holder of Private Education loans Seasoned portfolio with nearly 90% of loans having made more than 12 payments Typically non-dischargeable in bankruptcy Integrated underwriting, servicing and asset recovery FFELP Portfolio Statistics Balance ($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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 9

Strong Private Education Portfolio Credit Performance – Navient Pro Forma Private Credit: % of Portfolio Outstanding by Segment 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 15% 14% 13% 11% 11% 10% 9% 28% 28% 29% 29% 29% 27% 25% 57% 57% 59% 60% 61% 64% 66% Dec 07 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 Low Risk Moderate Risk Elevated Risk Private Credit Charge-Off Rate by Segment 25% 20% 15% 10% 5% 0% 2007 2008 2009 2010 2011 2012 2013 9.8% 10.4% 21.3% 17.3% 12.6% 11.1% 9.4% 1.0% 1.0% 2.6% 2.7% 2.3% 2.1% 1.8% 2.6% 2.9% 6.3% 5.6% 4.3% 3.9% 3.1% 2.0% 2.8% 6.7% 6.8% 5.6% 5.4% 4.6% Low Risk Moderate Risk Elevated Risk Overall Portfolio Low Risk = Smart Option, Legacy Traditional Cosigned, and Law/MBA/MED/CT/Other Moderate Risk = Legacy Traditional Non-Cosigned Elevated Risk = Non-Traditional Note: Financial data as of 12/31/2013. For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved.10

Large Scale Servicing Platform and Operations – Navient Pro Forma Large Servicing Platform Loans and Borrowers Serviced (# in millions) 60 50 40 30 20 10 0 2010 2011 2012 2013 0 $50 $100 $150 $200 $250 $300 Principal Serviced ($ in billions) Average Loans Serviced Average Borrowers Serviced Average Principal Serviced Significant Volume Processed Payments Processed (# in millions) 0 20 40 60 80 100 2010 2011 2012 2013 0 5 10 15 20 25 Call Volumes (# in millions) 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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 11

Superior Operating Performance Average Quarterly % Default Score ED Servicing Contract-to-Date 0.50% 0.60% 0.70% 0.80% 0.90% 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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 12

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) Projected Life of Loan Cash Flows* Note: Financial data as of 12/31/2013. For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 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. 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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 13

Conservative Funding Profile – Navient Pro Forma High Percentage of Education Loans Funded to Term Unsecured Debt, $17bn Secured Facilities, $10bn Funded to Term, $107bn FFELP Consolidation Term ABS, $58bn FFELP Non-Consolidation Term ABS, $30bn Private Term ABS, $19bn 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 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 Unsecured Debt Maturities 1 Figures as of December 31, 2013 For a description of Navient’s Unaudited Pro Forma Condensed Financials, see slide 3 $2.2 $1.5 $2.3 $1.8 $2.8 $2.5 $1.6 $0.1 $3.7 2014 2015 2016 2017 2018 2019 2020 2021 2022+ Confidential and proprietary information © 2014 Navient, Inc. All rights reserved.14

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 Standalone¹ 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. Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 15

Leveraging Core Strengths to Drive Growth Large Scale Servicing Platform Default Prevention and Asset Recovery Operating Efficiency Regulatory Compliance and Risk Management Capacity to process large volume of transactions and manage complex administrative requirements Flexibility to acquire portfolios or service on third-party basis Delinquency and charge-offs significantly below national average Industry leading asset recovery and private credit loss mitigation capabilities Customized and efficient account-based servicing system and environment Proven track record of cost reductions throughout franchise Demonstrated compliance infrastructure Operational and technical expertise and capacity to adapt to new regulatory environment Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 16

Growth Opportunities Multiple channels available to drive profitable growth in both portfolio acquisitions and fee based opportunities Description Market Opportunity FFELP Acquisition and Servicing Private Education Loan Acquisition and Servicing Department of Education Services Asset Recovery Services School Services 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 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 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 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 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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 17

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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 18

Appendix Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 20

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 Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 21

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

Confidential and proprietary information © 2014 Navient, Inc. All rights reserved.

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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. Confidential and proprietary information © 2014 Navient, Inc. All rights reserved. 23