Sallie Mae 2006 Annual Report Download

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
¥ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006 or
nTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file numbers 001-13251
SLM Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-2013874
(State of Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
12061 Bluemont Way, Reston, Virginia 20190
(Address of Principal Executive Offices) (Zip Code)
(703) 810-3000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.20 per share.
Name of Exchange on which Listed:
New York Stock Exchange
6.97% Cumulative Redeemable Preferred Stock, Series A, par value $.20 per share
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share
Name of Exchange on which Listed:
New York Stock Exchange
Medium Term Notes, Series A, CPI-Linked Notes due 2017
Medium Term Notes, Series A, CPI-Linked Notes due 2018
6% Senior Notes due December 15, 2043
Name of Exchange on which Listed:
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ¥No n
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes nNo ¥
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ¥No n
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ¥
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¥Accelerated filer nNon-accelerated filer n
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes nNo ¥
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2006 was approximately
$21,566,572,748 (based on closing sale price of $52.92 per share as reported for the New York Stock Exchange Composite Transactions).
As of January 31, 2007, there were 410,478,252 shares of voting common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement relating to the registrant’s Annual Meeting of Shareholders scheduled to be held May 17,
2007 are incorporated by reference into Part III of this Report.

Table of contents

  • Page 1
    ... company (as defined in Rule 12b-2 of the Exchange Act). Yes n No ¥ The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2006 was approximately $21,566,572,748 (based on closing sale price of $52.92 per share as reported for the New York Stock Exchange...

  • Page 2
    ... non-FFELP programs or may affect the terms upon which banks and others agree to sell FFELP loans to SLM Corporation, more commonly known as Sallie Mae, and its subsidiaries (collectively, "the Company"). In addition, a larger than expected increase in third party consolidations of our FFELP loans...

  • Page 3
    ... to pay to the U.S. Department of Education ("ED") an annual 105 basis point Consolidation Loan Rebate Fee on all outstanding principal and accrued interest balances of FFELP Consolidation Loans purchased or originated after October 1, 1993, except for loans for which consolidation applications were...

  • Page 4
    ...associated with student loans whose borrower rate is fixed to term (primarily FFELP Consolidation Loans and Stafford Loans originated on or after July 1, 2006) as Fixed Rate Floor Income. Floor Income - FFELP student loans generally earn interest at the higher of a floating rate based on the Special...

  • Page 5
    ...as Floor Income. Our student loan assets are generally funded with floating rate debt, so when student loans are earning at the fixed borrower rate, decreases in interest rates may increase Floor Income. Graphic Depiction of Floor Income: 10.00% Fixed Borrower Rate = 7.25% Special Allowance Payment...

  • Page 6
    ... 1, 2006. Special Allowance Payment ("SAP") - FFELP student loans originated prior to April 1, 2006 generally earn interest at the greater of the borrower rate or a floating rate determined by reference to the average of the applicable floating rates (91-day Treasury bill rate or commercial paper...

  • Page 7
    ... only if the variable rate, which is reset annually, exceeds the applicable maximum borrower rate. For PLUS loans disbursed on or after January 1, 2000, this limitation on SAP was repealed effective April 1, 2006. Title IV Programs and Title IV Loans - Student loan programs created under Title IV of...

  • Page 8
    ... non-federally guaranteed Private Education Loans. We primarily market our FFELP Stafford and Private Education Loans through on-campus financial aid offices. In recent years, the industry has moved toward a direct-to-consumer marketing model as evidenced by the surge in FFELP Consolidation Loans...

  • Page 9
    ... Segments of an Enterprise and Related Information," based on quantitative thresholds applied to the Company's financial statements. In addition, within our Corporate and Other business segment, we provide a number of complementary products and services to financial aid offices and schools that are...

  • Page 10
    ... College Board, "2006 Trends in Student Aid" and Sallie Mae. Includes tuition, room, board, transportation and miscellaneous costs for two and four year college degree-granting programs. Federally Guaranteed Student Lending Programs There are two competing programs that provide student loans where...

  • Page 11
    ... 1, 2006 on default claims on federally guaranteed student loans that are serviced by Sallie Mae Servicing for a period of at least 270 days before the date of default. The Company is entitled to receive this benefit as long as the Company remains in compliance with the required servicing standards...

  • Page 12
    ... size of the federally insured student loan market over the last 10 years. Student loan originations grew from $17.8 billion in FFY 1996 to $47.3 billion in FFY 2006. According to the College Board, tuition and fees at four-year public institutions and four-year private institutions have increased...

  • Page 13
    ... students. Our sales force, which works with financial aid administrators on a daily basis, is the largest in the industry and currently markets the following internal lender brands: Academic Management Services ("AMS"), Nellie Mae, Sallie Mae Educational Trust, SLM Financial, Student Loan Funding...

  • Page 14
    ... (tuition, room and board), less other financial aid received. We therefore expect that over time GradPLUS Loans will supplant a significant amount of our Private Education Loans to graduate and professional students. In 2006, GradPLUS loans represented one percent of Preferred Channel Originations...

  • Page 15
    ... programs typically last fewer than 12 months. Generally, these loans require the borrower to begin repaying the loan immediately; however, students can opt to make relatively small payments while enrolled. At December 31, 2006, we had $2.3 billion of career training loans outstanding. Acquisitions...

  • Page 16
    ... issuing asset-backed securities. Sallie Mae Bank On November 3, 2005, we announced that the Utah Department of Financial Institutions approved our application for an industrial bank charter. Beginning in February and August 2006, Sallie Mae Bank began funding and originating Private Education Loans...

  • Page 17
    ... Funds, represents approximately 17 percent of defaulted student loan portfolios in the market. Our portfolio management services include selecting collection agencies and determining account placements to those agencies, processing loan consolidations and loan rehabilitations, and managing federal...

  • Page 18
    .... Our primary non-profit competitors in guarantor servicing are state and non-profit guarantee agencies that provide third party outsourcing to other guarantors. (See APPENDIX A, "FEDERAL FAMILY EDUCATION LOAN PROGRAM - Guarantor Funding" for details of the fees paid to guarantors.) Acquisitions On...

  • Page 19
    ... relating to the FFELP program are subject to revision. In addition, Sallie Mae, Inc., as a servicer of federal student loans, is subject to certain ED regulations regarding financial responsibility and administrative capability that govern all third party servicers of insured student loans. Failure...

  • Page 20
    ... file such reports with the SEC. Investors and other interested parties can also access these reports at www.salliemae.com about/investors. Our Code of Business Conduct, which applies to Board members and all employees, including our Chief Executive Officer and Chief Financial Officer, is also...

  • Page 21
    ... the rate of consolidation activity and default rates. If we make an incorrect CPR estimate, the previously recognized income on our student loan portfolio based on the expected yield of the student loan will need to be adjusted in the current period. In addition, the impact of our Borrower Benefits...

  • Page 22
    ...may apply for forbearance multiple times and a significant number of Private Education Loan borrowers have taken advantage of this option. When a borrower ends forbearance and enters repayment, the account is considered current. Accordingly, a borrower who may have been delinquent in his payments or...

  • Page 23
    ... a borrower in a current repayment status when the borrower exits the forbearance period. In addition, past charge-off rates on our Private Education Loans may not be indicative of future charge-off rates because of, among other things, the use of forbearance and the effect of future changes to the...

  • Page 24
    ... receivables portfolios by debt owners; • competitive factors affecting potential purchasers and credit originators of receivables; and • the ability to continue to service portfolios to yield an adequate return. Because of the length of time involved in collecting defaulted consumer receivables...

  • Page 25
    ...our asset-backed securities are not directly or fully dependent upon the Company's general corporate credit ratings. However, the Company also utilizes senior unsecured longterm and short-term debt, which is dependent upon rating agency scoring. Our senior unsecured long-term debt is currently rated...

  • Page 26
    ... eligible lender status. Even if we comply with the above requirements, a failure to comply by third parties with whom we conduct business could result in us incurring penalties or losing the federal guarantee on some or all of our FFELP loans. If we experience a high rate of servicing deficiencies...

  • Page 27
    ...Student Services Headquarters Debt Management and Collections Center Debt Management and Collections Center AMS Headquarters 240,000 450,000 133,000 133,000 133,000 100,000 94,000 60,000 60,000 46,000 45,000 36,000 Facility listed for sale in October 2006. In the first quarter of 2003, the Company...

  • Page 28
    ... by a mortgage. The Company believes that its headquarters, loan servicing centers data center, back-up facility and data management and collections centers are generally adequate to meet its long-term student loan and new business goals. The Company's principal office is currently in owned...

  • Page 29
    ... of collecting their account. Management believes that these claims, lawsuits and other actions will not have a material adverse effect on our business, financial condition or results of operations. Finally, from time to time, we receive information and document requests from state attorney generals...

  • Page 30
    ...for the first quarter of 2007. Issuer Purchases of Equity Securities The following table summarizes the Company's common share repurchases during 2006 pursuant to the stock repurchase program (see Note 14 to the consolidated financial statements, "Stockholders' Equity") first authorized in September...

  • Page 31
    ... change in the Company's cumulative total shareholder return on its common stock to that of Standard & Poor's 500 Stock Index and Standard & Poor's Financials Index. The graph assumes a base investment of $100 at December 31, 2001 and reinvestment of dividends through December 31, 2006. Five Year...

  • Page 32
    ...per common share, after cumulative effect of accounting change ...Dividends per common share ...Return on common stockholders' equity ...Net interest margin ...Return on assets ...Dividend payout ratio ...Average equity/average assets...Balance Sheet Data: Student loans, net ...Total assets ...Total...

  • Page 33
    ... loans. We also provide a wide range of other financial services, processing capabilities and information technology to meet the needs of educational institutions, lenders, students and their families, and guarantee agencies. SLM Corporation, more commonly known as Sallie Mae, is a holding company...

  • Page 34
    ... of an Enterprise and Related Information," based on quantitative thresholds applied to the Company's financial statements. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management's Discussion and Analysis of Financial Condition and Results of Operations addresses our consolidated financial statements...

  • Page 35
    ..."). In a securitization, we sell student loans to a trust that issues bonds backed by the student loans as part of the transaction. When our securitizations meet the sale criteria of SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities...

  • Page 36
    ... on July 1, 2006 under the Reconciliation Legislation, discussed below) on default claims on federally guaranteed student loans that are serviced by Sallie Mae Servicing for a period of at least 270 days before the date of default. The Company is entitled to receive this benefit as long as the...

  • Page 37
    ...marketing in the student loan industry and look to lengthen the term of their loans and lower their monthly payments. This, in turn, has had a significant effect on a number of accounting estimates in recent years. We have updated our assumptions that are affected primarily by consolidation activity...

  • Page 38
    ...on each affected financial statement line item. On-Balance Sheet Student Loans Estimate Consolidating Lender Effect on Estimate CPR Accounting Effect Premium ... Sallie Mae Term extension Decrease Premium ... Other lenders Loan prepaid Increase Borrower Benefits. . Sallie Mae Term extension...

  • Page 39
    ... income statement with no consideration for the corresponding change in fair value of the hedged item. The derivative market value adjustment is primarily caused by interest rate and foreign currency exchange rate volatility, changing credit spreads during the period, and changes in our stock price...

  • Page 40
    Condensed Balance Sheets December 31, 2006 2005 Increase (Decrease) 2006 vs. 2005 2005 vs. 2004 $ % $ % Assets FFELP Stafford and Other Student Loans, net ...FFELP Consolidation Loans, net ...Private Education Loans, net ...Other loans, net ...Cash and investments...Restricted cash and investments ...

  • Page 41
    ... Floor Income Contracts' strike prices versus the estimated forward interest rates during 2006 versus 2005. Year-over-year interest income is roughly unchanged as the $12 billion increase in average interest earning assets was offset by a 23 basis point decrease in the net interest margin. The year...

  • Page 42
    ... half of 2004: AFS, Southwest Student Services Corporation ("Southwest") and Student Loan Finance Association ("SLFA"). Net income for the year ended December 31, 2004 was also negatively impacted by a $221 million pretax loss related to the repurchase and defeasance of $3.0 billion of GSE debt...

  • Page 43
    Average Balance Sheets The following table reflects the rates earned on interest earning assets and paid on interest bearing liabilities for the years ended December 31, 2006, 2005 and 2004. This table reflects the net interest margin for the entire Company on a consolidated basis. It is included in...

  • Page 44
    ... Borrower Benefits programs. Discounts on Private Education Loans are deferred and accreted to income over the lives of the student loans. In the table below, this accretion of discounts is netted with the amortization of the premiums. Student Loan Spread An important performance measure closely...

  • Page 45
    ... 31, 2006 2005 2004 On-Balance Sheet Student loan yield, before Floor Income ...Gross Floor Income ...Consolidation Loan Rebate Fees ...Offset Fees ...Borrower Benefits ...Premium and discount amortization ...Student loan net yield ...Student loan cost of funds ...Student loan spread(1) ...Average...

  • Page 46
    ... changes in our Borrower Benefits and Private Education Loan programs and have made modeling refinements to better reflect current and future conditions. The cumulative effects of the changes in estimates on the student loan spread are summarized in the table below: Years ended December 31, 2006...

  • Page 47
    ... basis point Consolidation Loan Rebate Fee, higher Borrower Benefits, and funding costs due to their longer terms. These negative effects are partially offset by lower student loan premium amortization due to the extended term and a higher Special Allowance Payment ("SAP") yield. The average balance...

  • Page 48
    ... and hedging activities, net" line in other income. The following table summarizes the components of Floor Income from on-balance sheet student loans, net of payments under Floor Income Contracts, for the years ended December 31, 2006, 2005 and 2004. 2006 Variable Borrower Rate Years Ended December...

  • Page 49
    ...with credit rating agencies and lenders. Accordingly, information regarding the Company's reportable segments is provided herein based on "Core Earnings," which are discussed in detail below. Our "Core Earnings" are not defined terms within GAAP and may not be comparable to similarly titled measures...

  • Page 50
    ... fee businesses and other corporate expenses that do not pertain directly to the primary segments identified above. Year Ended December 31, 2006 Corporate Lending DMO and Other Interest income: FFELP Stafford and Other Student Loans...$ 2,771 FFELP Consolidation Loans ...4,690 Private Education...

  • Page 51
    ... taxes are based on a percentage of net income before tax for the individual reportable segment. Year Ended December 31, 2004 Corporate Lending DMO and Other Interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans...Cash and...

  • Page 52
    ... corporate performance targets and determining incentive compensation. Management believes this information provides additional insight into the financial performance of the Company's core business activities. "Core Earnings" net income reflects only current period adjustments to GAAP net income...

  • Page 53
    ...2004. Years Ended December 31, 2006 2005 2004 "Core Earnings" securitization adjustments: Net interest income on securitized loans, after provisions for losses ...Gains on student loan securitizations ...Servicing and securitization revenue ...Intercompany transactions with off-balance sheet trusts...

  • Page 54
    currency exchange rate volatility, changing credit spreads and changes in our stock price during the period as well as the volume and term of derivatives not receiving hedge treatment. Our Floor Income Contracts are written options that must meet more stringent requirements than other hedging ...

  • Page 55
    ...hedging activities, net" line on the income statement with no offsetting gain or loss recorded for the economically hedged items. For "Core Earnings," we reverse the fair value adjustments on the Floor Income Contracts and futures economically hedging Floor Income and include the amortization of net...

  • Page 56
    ... student loans and Private Education Loans have different overall risk profiles due to the federal guarantee of the FFELP student loans, they share many of the same characteristics such as similar repayment terms, the same marketing channel and sales force, and are serviced on the same servicing...

  • Page 57
    ...loans that are not originated or serviced on Sallie Mae platforms. This agreement permits JPMorgan Chase to compete with us in the student loan marketplace and releases the Company from its commitment to market the Bank One and Chase brands on campus. We will continue to support its school customers...

  • Page 58
    ...as career training, distance learning and lifelong learning programs. Most higher education Private Education Loans are made in conjunction with a FFELP Stafford loan and as such are marketed through the same channel as FFELP loans by the same sales force. Unlike FFELP loans, Private Education Loans...

  • Page 59
    ... table includes the "Core Earnings" results of operations for our Lending business segment. Years Ended December 31, 2006 2005 2004 % Increase (Decrease) 2006 vs. 2005 2005 vs. 2004 "Core Earnings" interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private...

  • Page 60
    ... 31, 2006 FFELP Consolidation Total Loans FFELP Private Education Loans Total On-balance sheet: In-school ...Grace and repayment ...Total on-balance sheet, gross ...On-balance sheet unamortized premium/(discount) . On-balance sheet allowance for losses ...Total on-balance sheet, net ...Off-balance...

  • Page 61
    ... is primarily Stafford loans and also includes federally insured PLUS and HEAL loans. Student Loan Spread An important performance measure closely monitored by management is the student loan spread. The student loan spread is the difference between the income earned on the student loan assets and...

  • Page 62
    ... it: • includes the net interest margin related to our off-balance sheet student loan securitization trusts. This includes any related fees or costs such as the Consolidation Loan Rebate Fees, premium/discount amortization and Borrower Benefits yield adjustments; • includes the reclassification...

  • Page 63
    ... trusts. Years ended December 31, 2006 2005 2004 "Core Earnings" basis student loan yield...Consolidation Loan Rebate Fees ...Offset Fees ...Borrower Benefits ...Premium and discount amortization ..."Core Earnings" basis student loan net yield ..."Core Earnings" basis student loan cost of funds...

  • Page 64
    ... basis point Consolidation Loan Rebate Fee, higher Borrower Benefits, and funding costs due to their longer terms. These negative effects are partially offset by lower student loan premium amortization due to the extended term and a higher SAP yield. The average balance of FFELP Consolidation Loans...

  • Page 65
    ...impact of Wholesale Consolidation Loans from our student loan spread analysis both on-balance sheet and on a "Core Earnings" basis. The average balance of Wholesale Consolidation Loans was $683 million for the year ended December 31, 2006. Had the Wholesale Consolidation Loan volume been included in...

  • Page 66
    ... table presents a projection of the average Managed balance of FFELP Consolidation Loans whose Fixed Rate Floor Income has already been economically hedged through Floor Income Contracts for the period January 1, 2007 to March 31, 2010. These loans are both on and off-balance sheet and the related...

  • Page 67
    ..., net of recoveries, inherent in the portfolio of Private Education Loans. The following table summarizes changes in the allowance for Private Education Loan losses for the years ended December 31, 2006, 2005 and 2004. Activity in Allowance for Private Education Loans On-Balance Sheet Off-Balance...

  • Page 68
    ... for Private Education Loans at December 31, 2006 resulted in an average coverage of annual net charge-offs ratio of 2.44, which is an 18 percent increase over the December 31, 2005 ratio of 2.06. The seasoning and the changing mix of loans in the portfolio, coupled with the higher repayment levels...

  • Page 69
    ...in current status. Delinquent loans also require increased servicing and collection efforts, resulting in higher operating costs. On-Balance Sheet Private Education Loan Delinquencies December 31, December 31, December 31, 2006 2005 2004 Balance % Balance % Balance % Loans in-school/grace/deferment...

  • Page 70
    ... requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with the established loan program servicing policies and procedures. The period of delinquency is based on the number of days...

  • Page 71
    ... loan program servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due. (2) (3) Toward the end of 2006 and in early 2007, we experienced lower collections resulting in increased levels of charge-off activity...

  • Page 72
    ... work force. We generally allow the loan repayment period on traditional higher education Private Education Loans to begin six months after the borrower leaves school (consistent with our federally regulated FFELP loans). This provides the borrower time after graduation to obtain a job to service...

  • Page 73
    ... tables below show the composition and status of the Private Education Loan portfolio by number of months aged from the first date of repayment: 1 to 24 months Months Since Entering Repayment After 25 to 48 More than Dec. 31, months 48 months 2006(1) Total December 31, 2006 Loans in-school/grace...

  • Page 74
    ... number of months the borrower has used forbearance as of the dates indicated. As detailed in the table below, 4 percent of loans currently in forbearance have cumulative forbearance of more than 24 months, which is a decrease from the prior two years. December 31, 2006 Forbearance % of Balance...

  • Page 75
    ... of Principal The following table presents student loan premiums paid as a percentage of the principal balance of student loans acquired for the respective periods. 2006 Volume Rate Years Ended December 31, 2005 2004 Volume Rate Volume Rate Student loan premiums paid: Sallie Mae brands ...Lender...

  • Page 76
    ...our student loan acquisition activity for the years ended December 31, 2006, 2005 and 2004. Year Ended December 31, 2006 FFELP Private Total Preferred Channel ...Other commitment clients ...Spot purchases ...Consolidations from third parties ...Acquisitions from off-balance sheet securitized trusts...

  • Page 77
    Year Ended December 31, 2005 FFELP Private Total Preferred Channel ...Other commitment clients ...Spot purchases ...Consolidations from third parties ...Acquisitions from off-balance sheet securitized trusts, primarily consolidations ...Acquisition of Idaho Transferee Corporation ...Capitalized ...

  • Page 78
    The following table includes on-balance sheet asset information for our Lending business segment. 2006 December 31, 2005 2004 FFELP Stafford and Other Student Loans, net...FFELP Consolidation Loans, net ...Managed Private Education Loans, net ...Other loans, net ...Investments(1) ...Residual ...

  • Page 79
    ... 2004 FFELP FFELP FFELP Increase (Decrease) 2006 vs. 2005 2005 vs. 2004 $ % $ % Preferred Channel Originations - Source Internal lending brands ...Other lender partners ...Total before JPMorgan Chase ...JPMorgan Chase ...Total ... $ 6,939 5,770 12,709 3,261 $15,970 Private $ 4,803 5,400 10,203...

  • Page 80
    ... primarily Stafford loans and also includes PLUS and HEAL loans. Represents FFELP/Stafford loans that we either own on-balance sheet or in our off-balance sheet securitization trusts that we consolidate. The purchases line includes incremental consolidations from third parties and acquisitions. 79

  • Page 81
    ... primarily Stafford loans and also includes PLUS and HEAL loans. Represents FFELP/Stafford loans that we either own on-balance sheet or in our off-balance sheet securitization trusts that we consolidate. The purchases line includes incremental consolidations from third parties and acquisitions. 80

  • Page 82
    ... primarily Stafford loans and also includes PLUS and HEAL loans. Represents FFELP/Stafford loans that we either own on-balance sheet or in our off-balance sheet securitization trusts that we consolidate. The purchases line includes incremental consolidations from third parties and acquisitions. 81

  • Page 83
    ... third-party consolidation of Private Education Loans. Other Income - Lending Business Segment The following table summarizes the components of other income, net, for our Lending business segment for the years ended December 31, 2006, 2005 and 2004. Years Ended December 31, 2006 2005 2004 Late fees...

  • Page 84
    ... expenses related to our direct to consumer initiatives and to higher sales expenses for higher education loan products. The increase was also due to an increase in origination and servicing costs, consistent with the increase in origination volume and the number of borrowers. In 2006, corporate...

  • Page 85
    ..., contingency collections services for student loans and other asset classes, and accounts receivable management and collection for purchased portfolios of receivables that are delinquent or have been charged off by their original creditors as well as sub-performing and non-performing mortgage loans...

  • Page 86
    ... puts a cap on collections for loan consolidations. These fee reductions will also negatively impact student loan contingency fees going forward. Contingency Inventory The following table presents the outstanding inventory of receivables serviced through our DMO business. 2006 Years Ended December...

  • Page 87
    ... non-performing mortgage loans, substantially all of which are secured by one-to-four family residential real estate. GRP was purchased in August 2005, so the results for that year ended reflect only four months of activity. Years Ended December 31, 2006 2005 Face value of purchases ...Collections...

  • Page 88
    ..., account maintenance, and guarantee fulfillment. In our Loan Servicing operating unit, we originate and service student loans on behalf of lenders who are unrelated to SLM Corporation. Condensed Statements of Income Years Ended December 31, 2006 2005 2004 % Increase (Decrease) 2006 vs. 2005 2005 vs...

  • Page 89
    ... 31, 2006, 2005 and 2004. Years Ended December 31, 2006 2005 2004 Guarantor servicing fees ...$132 Loan servicing fees ...29 Upromise ...42 Other ...84 Total fee and other income ...$287 $115 44 - 81 $240 $120 52 - 78 $250 USA Funds, the nation's largest guarantee agency, accounted for 83...

  • Page 90
    ...explicit U.S. government guarantee on 99 percent of principal and interest (prior to July 1, the guarantee was 100 percent). The investor base for our student loan-backed securities is worldwide and we believe that the market for these securities will be available to meet our long-term funding needs...

  • Page 91
    ...$127,020 $111,336 Unsecured On-Balance Sheet Financing Activities The following table presents the senior unsecured credit ratings on our debt from major rating agencies as of December 31, 2006. S&P Moody's Fitch Short-term unsecured debt ...Long-term unsecured debt ... A-1 A P-1 A2 F1+ A+ 90

  • Page 92
    ... the table above, we also use our commercial paper program for short-term liquidity purposes. The average balance of commercial paper outstanding during the years ended December 31, 2006 and 2005 was $82 million and $345 million, respectively. The maximum daily amount outstanding for the years ended...

  • Page 93
    ... the period to period changes in net income of the Company. Years Ended December 31, 2006 2005 2004 Numerator: Net income attributable to common stock ...$1,121,389 Adjusted for debt expense of convertible debentures 67,274 ("Co-Cos"), net of taxes(1) ...(3,528) Adjusted for non-taxable unrealized...

  • Page 94
    ... the principal and interest on the bonds backed by the student loans. The investors of the securitization trusts have no recourse to the Company's other assets should there be a failure of the securities backed by student loans to pay when due. Some of our securitizations meet the requirements for...

  • Page 95
    ... for the year ended December 31, 2006 is primarily due to: 1) an increase in the CPR assumption to account for continued high levels of FFELP Consolidation Loan activity; 2) an increase in the discount rate to reflect higher long-term interest rates; 3) the re-introduction of Risk Sharing with the...

  • Page 96
    ..., 2006 FFELP Private Consolidation Education Loan (1) Trusts Loan Trusts FFELP Stafford and PLUS Total Fair value of Residual Interests ...Underlying securitized loan balance(3) ...Weighted average life ...Prepayment speed (annual rate)(4) Interim status(5) ...Repayment status(5) ...Life of loan...

  • Page 97
    ...by the loans that consolidate back on our balance sheet, which we view as trading one interest bearing asset for another, whereas loans that consolidate with third parties represent a complete loss of future economics to the Company. We discuss our short-term liquidity risk, including a table of our...

  • Page 98
    ... Loan activity on FFELP Stafford/PLUS student loan securitizations and the effect of market interest rates on the Embedded Floor Income included in the Retained Interest. The majority of the consolidations bring the loans back onbalance sheet, so for those loans, we retain the value of the asset...

  • Page 99
    ... 70 basis points of the outstanding securitized loan balance related to our FFELP Stafford/PLUS, FFELP Consolidation Loan and Private Education Loan securitizations, respectively. CONTRACTUAL CASH OBLIGATIONS The following table provides a summary of our obligations associated with long-term notes...

  • Page 100
    ... changes in interest rates may have on net interest income, the more significant of which are related to student loan volumes and pricing, the timing of cash flows from our student loan portfolio, particularly the impact of Floor Income and the rate of student loan consolidations, basis risk, credit...

  • Page 101
    ... level of Consolidation Loan activity. We face a number of other challenges and risks that can materially affect our future results such as changes in: • applicable laws and regulations, which may change the volume, average term, effective yields and refinancing options of student loans under the...

  • Page 102
    ... process of consolidating FFELP Stafford loans into FFELP Consolidation loans can have detrimental effects. First, we lose student loans in our portfolio that are consolidated with other lenders. In 2006, we experienced a net decrease of $3.1 billion of student loans from Consolidation Loan activity...

  • Page 103
    ...in the table that follows the GAAP presentation. GAAP Basis Frequency of Variable Resets Index (Dollars in billions) Funding(1) Funding Gap Assets 3 month Commercial paper ...daily 3 month Treasury bill ...weekly Prime ...annual Prime ...quarterly Prime ...monthly PLUS Index...annual 3-month LIBOR...

  • Page 104
    ...month commercial paper indexed assets. In addition, we use quarterly reset 3-month LIBOR to fund a portion of our quarterly reset Prime rate indexed Private Education Loans. We also use our monthly Non Discrete reset funding (asset-backed commercial paper program and auction rate securities) to fund...

  • Page 105
    ... FFELP student loan portfolio from Stafford loans to FFELP Consolidation Loans has lengthened the Managed weighted average life of the student loan portfolio from 9.0 years at December 31, 2005, to 9.5 years at December 31, 2006. COMMON STOCK The following table summarizes the Company's common share...

  • Page 106
    ... 2007 On February 13, 2007, Senator Kennedy introduced the Student Aid Reward Act of 2007, which offers financial incentives to schools to participate in the Direct Loan Program. Under the bill, schools would receive payments from the government not to exceed 50 percent of the budget scored "savings...

  • Page 107
    ... also apply to post-secondary educational institutions that receive federal funds. The legislation would impose significant new disclosure and reporting requirements on schools and lenders and would prohibit gifts with a value greater than $10 from lenders to financial aid professionals. The...

  • Page 108
    ... borrowers employed in public service with loan forgiveness after 120 payments under the income contingent repayment plan. The Student Debt Relief Act also contains the provisions of the Student Aid Reward Act of 2007 (see discussion below). If the Student Debt Relief Act becomes law in its current...

  • Page 109
    ... on "school as lender" apply to schools using "eligible lender trusts." Another provision clarified the rate for the Account Maintenance Fee paid to guaranty agencies. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS See Note 2 to the consolidated financial statements, "Significant Accounting Policies...

  • Page 110
    ... rates increased. See Note 9 to the consolidated financial statements, "Student Loan Securitization," which details the potential decrease to fair value that could occur. Year Ended December 31, 2006 Interest Rates: Change from Change from Increase of Increase of 100 Basis 300 Basis Points Points...

  • Page 111
    ...the Company's corporate unsecured and securitization debt programs used to fund the Company's business, the Company's policy is to use cross currency interest rate swaps to swap all foreign denominated debt payments (fixed and floating) to U.S. dollar LIBOR using a fixed exchange rate. In the tables...

  • Page 112
    ... Financial Officer as appropriate to allow timely decisions regarding required disclosure. As reported in a Current Report on Form 8-K filed by the Company on March 1, 2007, the Company has included within this Annual Report on Form 10-K for the year ended December 31, 2006 restated consolidated...

  • Page 113
    ... of cash flows within the Company's consolidated statements of cash flows. Consequently, this matter did not constitute a control deficiency as of December 31, 2006. Changes in Internal Control Over Financial Reporting No change in our internal control over financial reporting (as defined in Rules...

  • Page 114
    ... is incorporated into this Annual Report by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information set forth in Note 16 to the consolidated financial statements, "Stock-Based Compensation Plans," listed under the heading...

  • Page 115
    ... over Financial Reporting ...F-2 Report of Independent Registered Public Accounting Firm ...F-3 Consolidated Balance Sheets as of December 31, 2006 and 2005 ...F-5 Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004 . . F-6 Consolidated Statements of Changes in...

  • Page 116
    ... 1, 2005 SLM Corporation Incentive Plan Performance Stock Term Sheet ''Core" Net Income Target Stock Option Agreement SLM Corporation Incentive Plan Net-Settled, Price-Vested Options - 1 year minimum - 2006 SLM Corporation Change in Control Severance Plan for Senior Officers Code of Business Conduct...

  • Page 117
    ... September 30, 2005 Filed with the Securities and Exchange Commission with the Registrant's Annual Report on Form 10-K for the year ended December 31, 2005. Filed with the Securities and Exchange Commission with this Form 10-K Confidential Treatment has been requested as to certain portions of these...

  • Page 118
    ...and Chief Executive Officer Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ THOMAS J. FITZPATRICK Thomas...

  • Page 119
    Signature Title Date /s/ BARRY A. MUNITZ Barry A. Munitz /s/ A. ALEXANDER PORTER, JR. A. Alexander Porter, Jr. WOLFGANG SCHOELLKOPF Wolfgang Schoellkopf /s/ STEVEN L. SHAPIRO Steven L. Shapiro BARRY L. WILLIAMS Barry L. Williams Director March 1, 2007 ...

  • Page 120
    ...Page Management's Annual Report on Internal Control over Financial Reporting...Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Income ...Consolidated Statements of Changes in Stockholders' Equity ...Consolidated Statements of Cash...

  • Page 121
    ... for Information and related Technology, which was issued by the Information Systems Audit and Control Association and the IT Governance Institute. Based on our assessment and those criteria, management concluded that, as of December 31, 2006, our internal control over financial reporting is...

  • Page 122
    ... a reasonable basis for our opinion. As discussed in Note 2 to the consolidated financial statements, the Company adopted SFAS No. 123(R), "Share Based Payment," and as a result changed its method of accounting for stock based compensation. As discussed in the section entitled "Restatement of the...

  • Page 123
    ... designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies...

  • Page 124
    SLM CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars and shares in thousands, except per share amounts) December 31, 2006 December 31, 2005 Assets FFELP Stafford and Other Student Loans (net of allowance for losses of $8,701 and $6,311, respectively) ...FFELP Consolidation Loans (net of allowance ...

  • Page 125
    SLM CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Dollars and shares in thousands, except per share amounts) 2006 Years Ended December 31, 2005 2004 Interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash and ...

  • Page 126
    ... shares ...Tax benefit related to employee stock option and purchase plan ...Stock-based compensation cost ...Repurchase of common shares: Open market repurchases ...Equity forwards: Settlement cost, cash ...Settlement cost, net settlement ...(Gain)/loss on settlement ...Benefit plans ...Balance...

  • Page 127
    ... costs and related amortization ...Tax benefit related to employee stock option and purchase plan ...Stock-based compensation cost ...Repurchase of common shares: Open market repurchases ...Equity forwards: Settlement cost, cash ...(Gain)/loss on settlement ...Benefit plans ... Balance at December...

  • Page 128
    SLM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Years Ended December 31, 2006 Restated 2005 Restated 2004 Operating activities Net income ...Adjustments to reconcile net income to net cash (used in) provided by operating activities: Gains on student loan securitizations...

  • Page 129
    ... Federal Family Education Loan Program ("FFELP") and through offering non-federally guaranteed Private Education Loans. The Company primarily markets its FFELP Stafford and Private Education Loans through on-campus financial aid offices. In recent years, there has been a surge in FFELP Consolidation...

  • Page 130
    ... securitization program, loans are selected based on the required characteristics to structure the desired transaction (i.e., type of loan, mix of interim vs. repayment status, credit rating, maturity dates, etc.). The Company structures securitizations to obtain the most favorable financing terms...

  • Page 131
    ...non-accrual policy as discussed further in "Allowance for Student Loan Losses" below. The Company pays an annual 105 basis point Consolidation Loan Rebate Fee on FFELP Consolidation Loans. The Company was also required to pay an annual 30 basis point Offset Fee unique to the GSE on Stafford and PLUS...

  • Page 132
    ...'s tuition payment plan product, the Company receives cash from students and parents that in turn is owed to schools. This cash, a majority of which has been deposited at Sallie Mae Bank (the "Bank"), is held in escrow for the beneficial owners. In addition, the cash rebates that Upromise members...

  • Page 133
    ... CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 2. Significant Accounting Policies (Continued) derivative which is hedging such investment. Temporary changes in market value of the security as it relates...

  • Page 134
    ...current borrower rate, Special Allowance Payment ("SAP") spreads and the term for which the loan is eligible to earn Floor Income as well as time value, forward interest rate curve and volatility factors. Variable Rate Floor Income received is recorded as earned in securitization income. The Company...

  • Page 135
    ... did not have servicing assets or liabilities recorded on the balance sheet. Derivative Accounting The Company accounts for its derivatives, which include interest rate swaps, cross-currency interest rate swaps, interest rate futures contracts, interest rate cap contracts, Floor Income Contracts and...

  • Page 136
    ...of timing differences between when principal and interest is collected on the trust assets and when principal and interest is paid on the trust liabilities. As such, changes in this balance are reflected in investing activities. Restatement of the Consolidated Statements of Cash Flows The Company is...

  • Page 137
    ... Consolidated Statements of Cash Flows (unaudited)." Collections Revenue The Company purchases delinquent and charged-off receivables on various types of consumer debt with a primary emphasis on charged-off credit card receivables, and sub-performing and non-performing mortgage loans. The Company...

  • Page 138
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 2. Significant Accounting Policies (Continued) Debt Management Contingency Fees The Company also receives fees for collections on behalf of clients ...

  • Page 139
    .... 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Prior to January 1, 2006, the Company accounted for its stock option plans using the intrinsic value method of accounting provided...

  • Page 140
    ... tax assets and liabilities are adjusted in the period that the tax change is enacted. "Income tax expense" includes (i) deferred tax expense, which represents the net change in the deferred tax asset or liability balance during the year plus any change in a valuation allowance, and (ii) current tax...

  • Page 141
    ... assets and obligations as of the date of the employer's fiscal year-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service...

  • Page 142
    ..., "Accounting for Certain Investments in Debt and Equity Securities"; or iii) an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. • Requires all separately recognized servicing assets or...

  • Page 143
    ... CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 2. Significant Accounting Policies (Continued) The adoption of SFAS No. 156 will not have a material impact on the Company's financial statements. Accounting...

  • Page 144
    ... work force. The Company generally allows the loan repayment period on traditional higher education Private Education Loans to begin six months after the borrower leaves school (consistent with FFELP loans). This provides the borrower time after graduation to obtain a job to service the debt...

  • Page 145
    ... table reflects the distribution of the Company's student loan portfolio by program. December 31, 2006 Ending Balance % of Balance Year Ended December 31, 2006 Average Effective Interest Average Rate Balance FFELP Stafford and Other Student Loans, net(1) ...FFELP Consolidation Loans, net ...Private...

  • Page 146
    ...table summarizes changes in the allowance for student loan losses for both the Private Education Loan and federally insured student loan portfolios for the years ended December 31, 2006, 2005, and 2004. 2006 Years Ended December 31, 2005 2004 Balance at beginning of period ...Provisions for student...

  • Page 147
    ... prior to charge-off. The Company's loss estimates are based on a loss emergence period of two years, including when the borrowers are in school. The Company's collection policies allow for periods of nonpayment, or modified repayment, for borrowers requesting additional payment grace periods upon...

  • Page 148
    ... requested extension of grace period generally during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with the established loan program servicing procedures and policies. The period of delinquency is based on the number of days...

  • Page 149
    ... and asset-backed commercial paper ...943,306 Corporate notes ...4,177 Total investment securities available-for-sale ...$2,327,132 Restricted Investments Available-for sale U.S. Treasury and other U.S. government agency obligations ...$ Third party repurchase agreements ...Guaranteed investment...

  • Page 150
    ... backed securities ...$1,331,268 U.S. Treasury securities...248 U.S. government agency obligations ...12,392 State and political subdivisions of the U.S.: Student loan revenue bonds ...8,138 Other securities: Certificates of Deposit...190,250 Asset-backed securities ...64,121 Commercial paper...

  • Page 151
    ... totaling $16 million and $19 million, respectively, that are general obligations of American Airlines and Federal Express Corporation. The direct financing leases are carried in other assets on the balance sheet. In 2005 and 2004, the Company recorded after-tax impairments of $25 million and $17...

  • Page 152
    ... with the Company's acquisition of Southwest Student Services Corporation and Washington Transferee Corporation, the Company acquired certain tax exempt bonds that enable the Company to earn a 9.5 percent SAP rate on student loans funded by those bonds in indentured trusts. In 2006, the Company F-33

  • Page 153
    ... owned debt management company and a majority owned student lending business as described in Note 11, "Acquisitions." During 2005, the Company also finalized the purchase price allocations associated with its 2004 acquisitions, respectively, and adjusted goodwill for certain earn-out payments and...

  • Page 154
    ... asset rates, in exchange for periodic payments, which generally match the Company's interest obligations on fixed or variable rate notes (see Note 10, "Derivative Financial Instruments"). Payments and receipts on the Company's interest rate and currency swaps are not reflected in the above tables...

  • Page 155
    ... tables summarize outstanding long-term borrowings at December 31, 2006 and 2005, the weighted average interest rates at the end of the periods, and the related average balances during the periods. December 31, 2006 Weighted Average Ending Interest Rate Balance Year Ended December 31, 2006 Average...

  • Page 156
    ...debt outstanding (cost basis), which is on-balance sheet secured securitization trust debt (including assetbacked commercial paper). The Company also had $2.9 billion and $3.4 billion of long-term debt outstanding as of December 31, 2006 and 2005, respectively, related to additional secured, limited...

  • Page 157
    ...principal paydowns of $4.2 billion shown in year 2007 relate to the on-balance sheet securitization trust debt. 9. Student Loan Securitization Securitization Activity The Company securitizes its student loan assets and for transactions qualifying as sales retains a Residual Interest and servicing...

  • Page 158
    ... the bonds backed by the student loans. The investors of the securitization trusts have no recourse to the Company's other assets should there be a failure of the student loans to pay when due. The following table summarizes the Company's securitization activity for the years ended December 31, 2006...

  • Page 159
    ...: 2006 FFELP Consolidation Loans Years Ended December 31, 2005 FFELP Private FFELP Consolidation Education Stafford Loans Loans 2004 FFELP Consolidation Loans(2) FFELP Stafford Private Education Loans FFELP Stafford Private Education Loans Prepayment speed (annual rate)(1) ...Weighted average...

  • Page 160
    .... FFELP Stafford and PLUS (Dollars in millions) As of December 31, 2006 FFELP Private Consolidation Education Loan (1) Loan Trusts Trusts Total Fair value of Residual Interests(2) ...Underlying securitized loan balance(3) . Weighted average life ...Prepayment speed (annual rate)(4) Interim status...

  • Page 161
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 9. Student Loan Securitization (Continued) For the years ended December 31, 2006, 2005 and 2004 the Company recorded impairment charges to the Retained ...

  • Page 162
    ... call option. Credit losses, net of recoveries, for these trusts where the Company does not hold the contingent call option, were $2.1 million, and $0.2 million for the years ended December 31, 2006 and 2005, respectively. Student loan assets are primarily indexed to a Treasury bill, commercial...

  • Page 163
    ... loan program servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due. (2) (3) 10. Derivative Financial Instruments Risk Management Strategy The Company maintains an overall interest rate risk management strategy...

  • Page 164
    ... exposure from changes in market value and have posted $0 related to any credit rating downgrade as no downgrade triggers have been met. Ultimately, the Company's exposure related to a swap counterparty failing to make its required payments is limited to the trust assets (primarily student loans and...

  • Page 165
    ... they are accounted for as trading where all changes in fair value of the derivatives are recorded through earnings. The Company sells interest rate floors (Floor Income Contracts) to hedge the Embedded Floor Income options in student loan assets. The Floor Income Contracts are written options which...

  • Page 166
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 10. Derivative Financial Instruments (Continued) Company's basis swaps hedge variable interest rate risk, however they generally do not meet this ...

  • Page 167
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 10. Derivative Financial Instruments (Continued) Summary of Derivative Financial Statement Impact The following tables summarize the fair values and ...

  • Page 168
    ..., Inc. On August 22, 2006, the Company acquired 100 percent of the outstanding shares of Upromise for an initial purchase price of $308 million including cash consideration and certain acquisition costs. The acquisition was accounted for under the purchase method of accounting as defined in SFAS No...

  • Page 169
    ...prior to the acquisition date were deemed immaterial to the Company's consolidated financial statements. The acquisition was accounted for under the purchase method of accounting as defined in SFAS No. 141. During 2006, the Company finalized its purchase price allocation associated with its December...

  • Page 170
    ... Treasury securities, securities issued by U.S. government agencies, and corporate notes were valued using observable market prices. U.S. Treasury-backed securities and all other investments were valued through standard bond pricing models using observable market inputs adjusted for credit spreads...

  • Page 171
    ...-term Borrowings and Long-term Borrowings For borrowings with remaining maturities of three months or less, carrying value approximated fair value. The fair value of all other financial liabilities was determined through standard bond pricing models using observable market inputs adjusted for credit...

  • Page 172
    ... FFELP loans ...Private Education Loans . . Other loans ...Cash and investments ...Total earning assets ...Interest bearing liabilities Short-term borrowings ...Long-term borrowings ...Total interest bearing liabilities ...Derivative financial instruments Floor Income/Cap Contracts ...Interest rate...

  • Page 173
    ... originated or serviced on Sallie Mae platforms. This agreement permits JPMorgan Chase to compete with the Company in the student loan marketplace and releases the Company from its commitment to market the Bank One and Chase brands on campus. The Company will continue to support its school customers...

  • Page 174
    ... CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 13. Commitments, Contingencies and Guarantees (Continued) time to time, the Company receives information and document requests from state attorney generals...

  • Page 175
    ... and equity forward activity for the years ended December 31, 2006, 2005 and 2004. Years Ended December 31, 2006 2005 2004 (Shares in millions) Common shares repurchased: Open market ...Equity forward contracts ...Benefit plans(1) ...Total shares repurchased ...Average purchase price per share...

  • Page 176
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 14. Stockholders' Equity (Continued) (2) For equity forward contracts, the average purchase price per share for 2005 and 2004 is calculated based on the ...

  • Page 177
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 14. Stockholders' Equity (Continued) presented. The following table presents the cumulative balances of the components of other comprehensive income for the years ended...

  • Page 178
    ... average number of shares of common stock outstanding during each period. A reconciliation of the numerators and denominators of the basic and diluted EPS calculations is as follows for the years ended December 31, 2006, 2005 and 2004: 2006 Years Ended December 31, 2005 2004 Numerator: Net income...

  • Page 179
    ... options granted to officers and management employees under the plans generally vest upon the Company's common stock price reaching a closing price equal to or greater than 20 percent above the fair market value of the common stock on the date of grant for five days, but no earlier than 12 months...

  • Page 180
    ... annual dividend payment per share based on the current dividend amount, divided by the stock price at the date of grant. As of December 31, 2006, there was $41 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period...

  • Page 181
    ... a minimum of a 12-month performance period. Performance criteria may include the achievement of any of several financial and business goals, such as "Core Earnings" earnings per share, loan volume, market share, overhead or other expense reduction, or "Core Earnings" net income. The Company pays...

  • Page 182
    ... the year-ago periods. Employee Stock Purchase Plan Employees may purchase shares of the Company's common stock under the ESPP at the end of a 24-month period at a price equal to the share price at the beginning of the 24-month period, less 15 percent, up to a maximum purchase price of $10,000 plus...

  • Page 183
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 16. Stock-Based Compensation Plans (Continued) The weighted average fair value of the stock purchase rights of the ESPP offerings in the year ended December 31, 2006 was...

  • Page 184
    ...Plan and Board of Directors Stock Option Plan. The SLM Corporation Incentive Plan assumed 502,934 shares from The Upromise Stock Plan in October 2006 upon the Company's acquisition of Upromise. These assumed shares were not approved by securities holders as permitted by the rules of the NYSE. Number...

  • Page 185
    ... age and service criteria, the participant ("grandfathered participant") will receive the greater of the benefits calculated under the prior plan, which uses a final average pay plan method, or the current plan under the cash balance formula. The Company adopted SFAS No. 158, "Employers' Accounting...

  • Page 186
    ...assets for the years ended December 31, 2006 and 2005, respectively, and a statement of the funded status as of December 31 of both years based on a December 31 measurement date. December 31, 2006 2005 Change in Benefit Obligation Projected benefit obligation at beginning of year...$216,138 Service...

  • Page 187
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 17. Benefit Plans (Continued) December 31, 2006 Amounts recognized in the statement of financial position consist of: Noncurrent assets ...Current ...

  • Page 188
    ...CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 17. Benefit Plans (Continued) Components of Net Periodic Pension Cost Net periodic pension cost included the following components: Years Ended December 31, 2006 2005 2004 Service...

  • Page 189
    ... of the plan's assets can be invested in equity securities with the balance in fixed income securities and cash equivalents. Each of the plan's U.S. equity focused fund managers follows a value oriented investment strategy. The current money market position is being held for benefit payments and in...

  • Page 190
    ... to eligible employees who were employed on the last day of the plan year. Eligible employee contributions were matched by the Company $.50 for $1 up to a maximum of $500. The Company also maintains a non-qualified plan to ensure that designated participants receive the full amount of benefits to...

  • Page 191
    ...are federally insured, and serves nearly 10 million student and parent customers. In addition to education lending, the Company also originates mortgage and consumer loans with the intent of selling the majority of such loans. In 2006, the Company originated $2 billion in mortgage and consumer loans...

  • Page 192
    ..., processing borrower payments, originating and disbursing FFELP Consolidation Loans on behalf of the lender, and other administrative activities required by ED. Upromise markets and administers saving-for-college plans and also provides administration services for college savings plans. The Company...

  • Page 193
    ... Reporting (Continued) Segment Results and Reconciliations to GAAP Year Ended December 31, 2006 Corporate Total ''Core and Other Earnings" Adjustments(3) Total GAAP Lending (Dollars in millions) DMO Interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans...Private...

  • Page 194
    .... Segment Reporting (Continued) Lending (Dollars in millions) DMO Year Ended December 31, 2005 Corporate Total "Core and Other Earnings" Adjustments(2) Total GAAP Interest income: FFELP Stafford and Other Student Loans . . FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash...

  • Page 195
    .... Segment Reporting (Continued) Lending (Dollars in millions) DMO Year Ended December 31, 2004 Corporate Total ''Core and Other Earnings" Adjustments(2) Total GAAP Interest income: FFELP Stafford and Other Student Loans . . FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash...

  • Page 196
    ..., Floor Income related to the Company's student loans, and certain other items that management does not consider in evaluating the Company's operating results. The following table reflects aggregate adjustments associated with these areas for the years ended December 31, 2006, 2005, and 2004. Years...

  • Page 197
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 19. Income Taxes Reconciliations of the statutory U.S. federal income tax rates to the Company's effective tax rate follow: Years Ended December 31, 2006 ...

  • Page 198
    ... Market value adjustments on investments ...279,347 Deferred revenue ...59,825 Accrued expenses not currently deductible ...57,863 Operating loss and credit carryovers ...57,125 Warrants issuance ...42,132 Stock-based compensation plans...34,054 Partnership income ...21,629 Loan origination services...

  • Page 199
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 20. Quarterly Financial Information (unaudited) 2006 First Quarter Second Quarter Third Quarter Fourth Quarter Net interest income ...Less: provisions for...

  • Page 200
    ... 31, 2006 (Dollars in thousands) As Previously Reported Restated 2005 As Previously Reported Restated Operating activities Net income ...Adjustments to reconcile net income to net cash used in operating activities: Gains on student loan securitizations ...Losses on securities, net ...Stock-based...

  • Page 201
    ... Months Ended June 30, 2006 (Dollars in thousands) As Previously Reported Restated 2005 As Previously Reported Restated Operating activities Net income ...Adjustments to reconcile net income to net cash used in operating activities: Gains on student loan securitizations ...Stock-based compensation...

  • Page 202
    ... 30, 2006 (Dollars in thousands) As Previously Reported Restated 2005 As Previously Reported Restated Operating activities Net income ...Adjustments to reconcile net income to net cash used in operating activities: Gains on student loan securitizations ...Losses on securities, net ...Stock-based...

  • Page 203
    ...65 years of age or older). The lawsuit alleges that as of January 25, 2007, 660 complaints against Arrow Financial have been filed with the Office of the Illinois Attorney General since 1999 and over 800 complaints have been filed with the Better Business Bureau. As of December 29, 2006, the Company...

  • Page 204
    ... need or require additional loans to supplement their Subsidized Stafford Loans; • Federal PLUS Loans to graduate or professional students (effective July 1, 2006) or parents of dependent students whose estimated costs of attending school exceed other available financial aid; and • FFELP...

  • Page 205
    .... For these FFELP loans, the special allowance payments to lenders are based upon the three-month commercial paper (financial) rate plus 2.34 percent (1.74 percent during in-school, grace and deferment periods) for Stafford Loans and 2.64 percent for PLUS and FFELP Consolidation Loans. The 1999 act...

  • Page 206
    ...maintenance fees that are paid to guaranty agencies in the FFEL Program. Eligible Lenders, Students and Educational Institutions Lenders eligible to make loans under the FFELP generally include banks, savings and loan associations, credit unions, pension funds and, under some conditions, schools and...

  • Page 207
    ... its eligibility under standards established by regulation. Financial Need Analysis Subject to program limits and conditions, student loans generally are made in amounts sufficient to cover the student's estimated costs of attending school, including tuition and fees, books, supplies, room and board...

  • Page 208
    ... variable rate, which is reset annually, exceeds the applicable maximum borrower rate. Effective July 1, 2006, this limitation on special allowance for PLUS loans made on and after January 1, 2000 is repealed. The variable rate is based on the weekly average one-year constant maturity Treasury yield...

  • Page 209
    ... on a Stafford Loan can be fixed or variable. Variable rates are reset annually each July 1 based on the bond equivalent rate of 91-day Treasury bills auctioned at the final auction held before the preceding June 1. Stafford Loan interest rates are presented below. Trigger Date Borrower Rate Maximum...

  • Page 210
    ...that period. If the loan is not held by an eligible lender in accordance with the requirements of the Higher Education Act and the applicable guarantee agreement, the loan may lose its federal assistance. Loan Limits. The Higher Education Act generally requires that lenders disburse student loans in...

  • Page 211
    ...be made to graduate or professional students (effective July 1, 2006) and parents of eligible dependent students and previously authorized SLS Loans to be made to the categories of students now served by the Unsubsidized Stafford Loan program. Only borrowers who have no adverse credit history or who...

  • Page 212
    ...average of the bond equivalent rates of 3-month Treasury bills auctioned during that quarter and the applicable interest rate margin exceeds the maximum borrower rate. Effective July 1, 2006, this limitation on special allowance for PLUS loans made on and after January 1, 2000 is repealed. Repayment...

  • Page 213
    ... deferral periods. No insurance premium is charged to a borrower or a lender in connection with a Consolidation Loan. However, lenders must pay a monthly rebate fee to the Department at an annualized rate of 1.05 percent on principal and interest on FFELP Consolidation Loans for loans disbursed on...

  • Page 214
    ... lender must establish repayment terms with the borrower, properly administer deferrals and forbearances, credit the borrower for payments made, and report the loan's status to credit reporting agencies. If a borrower becomes delinquent in repaying a loan, a lender must perform collection procedures...

  • Page 215
    ...guaranteed, withheld (Changes to Federal Default Fee July 1, from the proceeds of each loan disbursement. 2006) Loan Processing and Issuance Fee ...4% of the principal amount guaranteed in each fiscal year, paid by the Department of Education. Account Maintenance Fee ...10% of the original principal...