Sallie Mae 2006 Annual Report Download - page 122

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of SLM Corporation:
We have completed integrated audits of SLM Corporation’s consolidated financial statements and of its
internal control over financial reporting as of December 31, 2006, in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented
below.
Consolidated financial statements
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1),
present fairly, in all material respects, the financial position of SLM Corporation and its subsidiaries at
December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit of financial
statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that our audits provide 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 Consolidated Statements of Cash Flows” included
in Note 2 to the consolidated financial statements, the accompanying 2005 and 2004 consolidated statements
of cash flows have been restated.
Internal control over financial reporting
Also, in our opinion, management’s assessment, included in the accompanying Management’s Annual
Report on Internal Control over Financial Reporting appearing on page F-2, that the Company maintained
effective internal control over financial reporting as of December 31, 2006 based on criteria established in
Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore,
in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework
issued by the COSO. The Company’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express opinions on management’s assessment and on the effectiveness of the
Company’s internal control over financial reporting based on our audit. We conducted our audit of internal
control over financial reporting in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material
respects. An audit of internal control over financial reporting includes obtaining an understanding of internal
control over financial reporting, evaluating management’s assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other procedures as we consider necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinions.
F-3