Borrowings

9 Months Ended

Sep. 30, 2019

Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term asset-backed securitization (“ABS”) program and our Private Education Loan multi-lender secured borrowing facility (the “Secured Borrowing Facility,” which was previously called the asset-backed commercial paper facility or ABCP Facility). The following table summarizes our borrowings at September 30, 2019 and December 31, 2018.



	September 30, 2019						December 31, 2018
	Short-Term		Long-Term		Total		Short-Term		Long-Term		Total
Unsecured borrowings:
Unsecured debt (fixed-rate)	$	—	$	197,956	$	197,956	$	—	$	197,348	$	197,348
Total unsecured borrowings	—		197,956		197,956		—		197,348		197,348
Secured borrowings:
Private Education Loan term securitizations:
Fixed-rate	—		2,699,378		2,699,378		—		2,284,347		2,284,347
Variable-rate	—		1,704,554		1,704,554		—		1,802,609		1,802,609
Total Private Education Loan term securitizations	—		4,403,932		4,403,932		—		4,086,956		4,086,956
Secured Borrowing Facility	297,800		—		297,800		—		—		—
Total secured borrowings	297,800		4,403,932		4,701,732		—		4,086,956		4,086,956
Total	$	297,800	$	4,601,888	$	4,899,688	$	—	$	4,284,304	$	4,284,304

Short-term Borrowings

Secured Borrowing Facility

On February 20, 2019, we amended and extended the maturity of our $750 million Secured Borrowing Facility. We hold 100 percent of the residual interest in the Secured Borrowing Facility trust. Under the amended Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstandings. The amended Secured Borrowing Facility extends the revolving period, during which we may borrow, repay and reborrow funds, until February 19, 2020. The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on February 19, 2021 (or earlier, if certain material adverse events occur). At September 30, 2019, there were $298 million borrowings outstanding under the Secured Borrowing Facility and at December 31, 2018, there were no borrowings outstanding under the Secured Borrowing Facility.

Long-term Borrowings

Unsecured Debt

On April 5, 2017, we issued an unsecured debt offering of $200 million of 5.125 percent Senior Notes due April 5, 2022 at par. At September 30, 2019, the outstanding balance was $198 million.

Secured Financings

On March 13, 2019, we executed our $453 million SMB Private Education Loan Trust 2019-A term ABS transaction, which was accounted for as a secured financing. We sold $453 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $451 million of gross proceeds. The Class A and Class B notes had a weighted average life of 4.26 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 0.92 percent. At September 30, 2019, $464 million of our Private Education Loans, including $430 million of principal and $34 million in capitalized interest, were encumbered because of this transaction.

On June 12, 2019, we executed our $657 million SMB Private Education Loan Trust 2019-B term ABS transaction, which was accounted for as a secured financing. We sold $657 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $655 million of gross proceeds. The Class A and Class B notes had a weighted average life of 4.41 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 1.01 percent. At September 30, 2019, $688 million of our Private Education Loans, including $641 million of principal and $47 million in capitalized interest, were encumbered because of this transaction.

Secured Financings at Issuance



Issue	Date Issued	Total Issued		Weighted Average Cost of Funds⁽¹⁾	Weighted Average Life (in years)

Private Education:

2017-A	February 2017	$	772,000	1-month LIBOR plus 0.93%	4.27
2017-B	November 2017	676,000		1-month LIBOR plus 0.80%	4.07
Total notes issued in 2017		$	1,448,000

Total loan and accrued interest amount securitized at inception in 2017		$	1,606,804

2018-A	March 2018	$	670,000	1-month LIBOR plus 0.78%	4.43
2018-B	June 2018	686,500		1-month LIBOR plus 0.76%	4.40
2018-C	September 2018	544,000		1-month LIBOR plus 0.77%	4.32
Total notes issued in 2018		$	1,900,500

Total loan and accrued interest amount securitized at inception in 2018		$	2,101,644

2019-A	March 2019	453,000		1-month LIBOR plus 0.92%	4.26
2019-B	June 2019	657,000		1-month LIBOR plus 1.01%	4.41
Total notes issued in 2019		$	1,110,000

Total loan and accrued interest amount securitized at inception in 2019		$	1,208,963

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⁽¹⁾ Represents LIBOR equivalent cost of funds for floating and fixed-rate bonds, excluding issuance costs.

Consolidated Funding Vehicles

We consolidate our financing entities that are VIEs as a result of our being the entities’ primary beneficiary. As a result, these financing VIEs are accounted for as secured borrowings. We consolidate the following financing VIEs as of September 30, 2019 and December 31, 2018, respectively:



	September 30, 2019
	Debt Outstanding						Carrying Amount of Assets Securing Debt Outstanding
	Short-Term		Long-Term		Total		Loans		Restricted Cash		Other Assets⁽¹⁾		Total
Secured borrowings:
Private Education Loan term securitizations	$	—	$	4,403,932	$	4,403,932	$	5,446,885	$	127,043	$	400,574	$	5,974,502
Secured Borrowing Facility	297,800		—		297,800		339,290		8,902		27,159		375,351
Total	$	297,800	$	4,403,932	$	4,701,732	$	5,786,175	$	135,945	$	427,733	$	6,349,853



	December 31, 2018
	Debt Outstanding						Carrying Amount of Assets Securing Debt Outstanding
	Short-Term		Long-Term		Total		Loans		Restricted Cash		Other Assets⁽¹⁾		Total
Secured borrowings:
Private Education Loan term securitizations	$	—	$	4,086,956	$	4,086,956	$	5,030,837	$	113,431	$	326,570	$	5,470,838
Secured Borrowing Facility	—		—		—		—		—		157		157
Total	$	—	$	4,086,956	$	4,086,956	$	5,030,837	$	113,431	$	326,727	$	5,470,995

____

(1) Other assets primarily represent accrued interest receivable.

Other Borrowing Sources

We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled $125 million at September 30, 2019. The interest rate we are charged on these lines of credit is priced at Fed Funds plus a spread at the time of borrowing and is payable daily. We did not utilize these lines of credit in the nine months ended September 30, 2019 or in the year ended December 31, 2018.

We established an account at the FRB to meet eligibility requirements for access to the Primary Credit borrowing facility at the FRB’s Discount Window (the “Window”). The Primary Credit borrowing facility is a lending program available to depository institutions that are in generally sound financial condition. All borrowings at the Window must be fully collateralized. We can pledge asset-backed and mortgage-backed securities, as well as FFELP Loans and Private Education Loans, to the FRB as collateral for borrowings at the Window. Generally, collateral value is assigned based on the estimated fair value of the pledged assets. At September 30, 2019 and December 31, 2018, the value of our pledged collateral at the FRB totaled $3.2 billion and $3.1 billion, respectively. The interest rate charged to us is the discount rate set by the FRB. We did not utilize this facility in the nine months ended September 30, 2019 or in the year ended December 31, 2018.