Sallie Mae 2007 Annual Report Download

Download and view the complete annual report

Please find the complete 2007 Sallie Mae annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 219

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215
  • 216
  • 217
  • 218
  • 219

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, 2007 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, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer ¥Accelerated filer nNon-accelerated filer nSmaller reporting company n
(Do not check if a smaller reporting company)
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, 2007 was $23.6 billion (based on
closing sale price of $57.58 per share as reported for the New York Stock Exchange — Composite Transactions).
As of January 31, 2008, there were 466,570,624 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 8, 2008 are
incorporated by reference into Part III of this Report.

Table of contents

  • Page 1
    ... 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, 2007 was $23.6 billion (based on closing sale price of $57.58 per share as reported for the New York Stock Exchange - Composite Transactions). As of...

  • Page 2
    ... volume, average term and yields on student loans under the Federal Family Education Loan Program ("FFELP") or result in loans being originated or refinanced under non-FFELP programs or may affect the terms upon which banks and others agree to sell FFELP loans to the Company. In addition, a larger...

  • Page 3
    ... SEC of SLM Corporation's Annual Report on Form 10-K and quarterly report on Form 10-Q, "Core Earnings" has been labeled as "'Core' net income" or "Managed net income" in certain instances. Direct Loans - Student loans originated directly by ED under the FDLP. ED - The U.S. Department of Education...

  • Page 4
    ...EP servicer receives reimbursement on default claims higher than the legislated Risk Sharing (see definition below) levels on federally guaranteed student loans for all loans serviced for a period of at least 270 days before the date of default. The EP servicer is entitled to receive this benefit as...

  • 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
    ..., 2004. Guarantors - State agencies or non-profit companies that guarantee (or insure) FFELP student loans made by eligible lenders under the HEA. HEA - The Higher Education Act of 1965, as amended. Interim ABCP Facility - An aggregate of $30 billion asset-backed commercial paper conduit facilities...

  • Page 7
    ... servicing rights (as the Company retains the servicing responsibilities). Risk Sharing - When a FFELP loan defaults, the federal government guarantees 97 percent of the principal balance plus accrued interest (98 percent on loans disbursed before July 1, 2006) and the holder of the loan is at risk...

  • Page 8
    ... 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 9
    ... this Annual Report to the "Company" refer to SLM Corporation and its subsidiaries). Our primary business is to originate and hold student loans. We provide funding, delivery and servicing support for education loans in the United States through our participation in the Federal Family Education Loan...

  • Page 10
    ... pursue other FFELP-related fee income opportunities such as FFELP loan servicing, guarantor servicing and collections. In addition, we plan to reduce and, over time, to no longer offer certain borrower benefits in connection with both our FFELP loans and our Private Education Loans. We expect to...

  • Page 11
    ... collection agencies to maximize the recovery on these receivables. LENDING BUSINESS SEGMENT In our Lending business segment, we originate and acquire both federally guaranteed student loans (FFELP loans), which are administered by the U.S. Department of Education ("ED"), and Private Education Loans...

  • Page 12
    ... provided to borrowers directly by ED on terms similar to student loans in the FFELP. In addition to these government guaranteed programs, financial institutions also make Private Education Loans, where the lender or holder assumes the credit risk of the borrower. For the federal fiscal year ("FFY...

  • Page 13
    ... Tuition AnswerSM loan program under which we originate and purchase loans outside of the traditional financial aid process. We also originate and purchase Private Education Loans marketed by our SLM Financial subsidiary to career training, technical and trade schools, tutorial and learning centers...

  • Page 14
    ... Management Services ("AMS"), Nellie Mae, Sallie Mae Education Trust, SLM Financial, Student Loan Funding Resources ("SLFR"), Southwest Student Services ("Southwest") and Student Loan Finance Association ("SLFA"). We also actively market the loan guarantee of United Student Aid Funds, Inc. ("USA...

  • Page 15
    ..., PLUS loans were restricted to parents of dependent, undergraduate students. GradPLUS Loans generally have a lower rate of interest than our Private Education Loans and they allow graduate and professional students to borrow up to the full cost of their education (tuition, room and board), 14

  • Page 16
    ...» and, Sallie Mae Medical School Loans» and Sallie Mae DENTALoans» programs. Generally, these loans do not require borrowers to begin repaying their loans until after graduation and allow a grace period from six to nine months. In 2004 we began to offer Tuition Answer» loans directly to the...

  • Page 17
    ... Mae October 2004 Southwest July 2000 USA Group 1999 2000 2001 2002 2003 2004 2005 2006 2007 July 2000 SLFR November 2003 AMS December 2004 SLFA Financing Prior to the announcement of the Merger, the Company funded its loan originations primarily with a combination of term asset-backed...

  • Page 18
    ... of key acquisitions that have fueled the growth of our APG business, including: General Revenue Corporation ("GRC") and Pioneer Credit Recovery ("PCR"), concentrated in the student loan industry; AFS Holdings, LLC, the parent company of Arrow Financial Services, LLC (collectively, "AFS"), a debt...

  • Page 19
    ... largest customer, USA 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...

  • Page 20
    ... or state agencies that, in addition to providing the primary guarantee on FFELP loans, are responsible for other activities, including: • guarantee issuance - the initial approval of loan terms and guarantee eligibility; • account maintenance - the maintaining, updating and reporting on records...

  • Page 21
    ... 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.) Upromise Upromise has a number of programs that...

  • Page 22
    ... 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 available, free of charge...

  • Page 23
    ... low-balance FFELP Consolidation Loans will no longer be profitable. As a result of these developments, management has revised its business strategy to: • Focus on origination and acquisition activities for both FFELP loans and Private Education Loans that generate acceptable returns under the new...

  • Page 24
    ... which we receive an upfront fee in exchange for our payment of the Floor Income earned on a notional amount of underlying FFELP Loans over the life of the Floor Income Contract. If third-party consolidation activity that involves refinancing a Sallie Mae managed existing FFELP Loan with a new third...

  • Page 25
    ... forbearance policies for our Private Education Loans under which we provide to the borrower temporary relief from payment of principal and/or interest in exchange for a processing fee paid by the borrower, which is waived under certain circumstances. At the end of each forbearance period, generally...

  • Page 26
    ...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 27
    ... our net income. If our APG business segment is not able to purchase defaulted consumer receivables at planned levels and at prices that management believes to be appropriate, we could experience short-term and long-term decreases in income. The availability of receivables portfolios at prices which...

  • Page 28
    ... level of correlation between 3-month commercial paper and 3-month LIBOR over the long term. In addition, we fund a limited amount of daily reset 3-month commercial paper, T-bill indexed and Prime indexed assets with auction rate securities and asset-backed commercial paper borrowings. Auction rate...

  • Page 29
    ... Finally, we compete for funding with other industry participants, some of which are publicly traded. Competition from these institutions may increase our cost of funds. We are dependent on term asset-backed securities market for the long-term financing of student loans. We expect securitizations to...

  • Page 30
    ...to consolidate that trust on our balance sheet as of the date we funded any shortfall. We might also conclude that such actions could result in consolidation of all our off-balance sheet trusts onto our balance sheet. GENERAL Our business is subject to a number of risks, uncertainties and conditions...

  • Page 31
    ... private not-for-profit organizations or state agencies that have entered into federal reinsurance contracts with ED, to maintain the federal guarantee on our FFELP loans. These requirements establish origination and servicing requirements, procedural guidelines and school and borrower eligibility...

  • Page 32
    ... Vegas, NV ...Asset Performance Group and Collections Center West Valley, NY ...Pioneer Credit Recovery Batavia, NY ...Pioneer Credit Recovery Perry, NY ...Pioneer Credit Recovery Gainesville, FL ...SLMLSC Cincinnati, OH ...Student Loan Funding Washington, D.C...Government Relations (1) (2) 84,000...

  • Page 33
    ... 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 business goals. The Company's principal office is currently in owned space at...

  • Page 34
    ... be filed, but has not been served with any other complaints. We intend to vigorously assert our defenses. On February 11, 2008, the Company received a subpoena from the Attorney General of the State of New York that seeks documents and information relating to our direct-to-consumer Tuition Answer...

  • Page 35
    ... 2007. Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) Total Number of Shares Purchased(1) (Common shares in millions) Average Price Paid per Share Period: January 1 - March 31, 2007...

  • Page 36
    Stock Performance The following graph compares the yearly percentage 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, 2002 ...

  • Page 37
    ...of accounting change ...(2.26) Dividends per common share ...25 Return on common stockholders' equity ...(22)% Net interest margin ...1.26 Return on assets...(.71) Dividend payout ratio...(11) Average equity/average assets ...3.51 Balance Sheet Data: Student loans, net...$124,153 Total assets ...155...

  • Page 38
    ... number of different asset classes outside of student 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...

  • Page 39
    ... calculations. Since our student loans have long average lives, the cumulative effect of relatively small changes in estimates can be material. Premiums, Discounts and Repayment Borrower Benefits For both federally insured and Private Education Loans, we account for premiums paid, discounts received...

  • Page 40
    ...funds for auction rate securities as well as the Repayment Borrower Benefits program; • the calculation of the Embedded Floor Income associated with the securitized loan portfolio; • the CPR; • the expected credit losses from the underlying securitized loan portfolio; and • the discount rate...

  • Page 41
    ... of borrowers in repayment. Our loss estimates are based on a loss emergence period of generally two years. Similar to the rules governing FFELP payment requirements, our collection policies allow for periods of nonpayment for borrowers requesting additional payment grace periods upon leaving school...

  • Page 42
    ... borrowers to lower their monthly payments by extending the life of the loan and/or lowering their interest rate. Consolidation of Private Education Loans from off-balance sheet Private Education Loan trusts will increase the CPR used to value the Residual Interest. Effect of Consolidation Activity...

  • Page 43
    ... that consider current market conditions and the contractual terms of the derivative contracts. Market inputs into the model include interest rates, optionality, forward interest rate curves, volatility factors, forward foreign exchange rates, and the closing price of the Company's stock (related to...

  • Page 44
    ... of Income Years Ended December 31, 2007 2006 2005 Increase (Decrease) 2007 vs. 2006 2006 vs. 2005 $ % $ % Net interest income ...Less: provisions for loan losses ...Net interest income after provisions for loan losses ...Gains on student loan securitizations ...Servicing and securitization revenue...

  • Page 45
    Condensed Balance Sheets Increase (Decrease) 2007 vs. 2006 $ % December 31, 2007 2006 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 ...Retained ...

  • Page 46
    ... Consolidation Loan activity, increased Private Education Loan expected default activity, and an increase in the discount rate used to value the Private Education Loan Residual Interests (see "LIQUIDITY AND CAPITAL RESOURCES - Residual Interest in Securitized Receivables"). Net interest income...

  • Page 47
    ...in servicing and securitization revenue can be attributed to $103 million in lower impairments on our Retained Interests and the growth in the average balance of off-balance sheet student loans. Impairments are primarily caused by the effect of FFELP Consolidation Loan activity on our FFELP Stafford...

  • Page 48
    ... and interest bearing liabilities. 2007 Balance Years Ended December 31, 2006 Rate Balance Rate 2005 Balance Rate Average Assets FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash and investments ... ...$ 31,294 ...67,918 ...12...

  • Page 49
    ... reduced net interest income by $18 million for the year ended December 31, 2007. Student Loans For both federally insured and Private Education Loans, we account for premiums paid, discounts received and certain origination costs incurred on the origination and acquisition of student loans in...

  • Page 50
    ...Basis." Years Ended December 31, 2007 2006 2005 On-Balance Sheet Student loan yield, before Floor Income ...Gross Floor Income ...Consolidation Loan Rebate Fees...Repayment Borrower Benefits ...Premium and discount amortization ...Student loan net yield ...Student loan cost of funds ...Student loan...

  • Page 51
    ... and hedging activities, net" rather than in student loan interest income, where the offsetting Floor Income is recorded. In the second half of 2006, we implemented a new loan acquisition strategy under which we began purchasing FFELP Consolidation Loans outside of our normal origination channels...

  • Page 52
    ... and services they offer or the types of customers they serve, and they reflect the manner in which financial information is currently evaluated by management. Intersegment revenues and expenses are netted within the appropriate financial statement line items consistent with the income statement...

  • Page 53
    ... fee businesses and other corporate expenses that do not pertain directly to the primary segments identified above. Year Ended December 31, 2007 Corporate Lending APG and Other Interest income: FFELP Stafford and Other Student Loans...$ 2,848 FFELP Consolidation Loans ...5,522 Private Education...

  • Page 54
    ... 31, 2006 Corporate Lending APG and Other Interest income: FFELP Stafford and Other Student Loans...$ 2,771 FFELP Consolidation Loans ...4,690 Private Education Loans ...2,092 Other loans ...98 Cash and investments ...705 Total interest income ...Total interest expense ...Net interest income (loss...

  • Page 55
    ...other financial services companies based upon "Core Earnings." "Core Earnings" results are only meant to supplement GAAP results by providing additional information regarding the operational and performance indicators that are most closely used by management, the Company's board of directors, rating...

  • Page 56
    ... 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, as described in the more...

  • Page 57
    ... activities, net" are primarily caused by interest rate and foreign 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...

  • Page 58
    ...the asset and the change in the cash flows of the liability. Our basis swaps hedge variable interest rate risk, however they generally do not meet this effectiveness test because most of our FFELP student loans can earn at either a variable or a fixed interest rate depending on market interest rates...

  • Page 59
    ... as it relates to Consumer Price Index ("CPI") swaps economically hedging debt issuances indexed to CPI and on changes in the forward interest rate curves that impact basis swaps hedging repricing risk between quarterly reset debt and daily reset assets. 3) Floor Income: The timing and amount...

  • Page 60
    ...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 platform. Finally, where possible, the borrower receives a single bill for both the federally guaranteed and privately...

  • Page 61
    ...for our Lending business segment. Years Ended December 31, 2007 2006 2005 % Increase (Decrease) 2007 vs. 2006 2006 vs. 2005 "Core Earnings" interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash and investments ...Total...

  • Page 62
    ... of our Managed student loan portfolio and show the changing composition of our portfolio. Ending Balances (net of allowance for loan losses): FFELP Stafford and Other(1) December 31, 2007 FFELP Consolidation Total Loans FFELP Private Education Loans Total On-balance sheet: In-school ...Grace and...

  • Page 63
    Average Balances: FFELP Stafford and Other(1) Year Ended December 31, 2007 FFELP Private Consolidation Education Loans Total FFELP Loans Total On-balance sheet ...Off-balance sheet ...Total Managed ...% of on-balance sheet FFELP ...% of Managed FFELP ...% of total ... $31,294 11,533 $42,827 32% 33...

  • Page 64
    ... sheet. These factors include the overall mix of student loans in our portfolio, acquisition costs, borrower benefits program costs, Floor Income and funding and hedging costs. Management believes that it is important to evaluate all of these factors on a "Core Earnings" basis to gain additional...

  • Page 65
    ... Interim ABCP Facility Fees and the effect of Wholesale Consolidation Loans decreased 7 basis points from the prior year primarily due to the interest income reserve on our Private Education Loans. We estimate the amount of Private Education Loan accrued interest on our balance sheet that is not...

  • Page 66
    ..., based on interest rates as of those dates. December 31, 2007 Fixed Variable Borrower Borrower Rate Rate Total (Dollars in billions) December 31, 2006 Fixed Variable Borrower Borrower Rate Rate Total Student loans eligible to earn Floor Income: On-balance sheet student loans ...Off-balance sheet...

  • Page 67
    ... Sheet Off-Balance Sheet Managed Basis Years Ended December 31, Years Ended December 31, Years Ended December 31, 2007 2006 2005 2007 2006 2005 2007 2006 2005 Allowance at beginning of period ...Provision for Private Education Loan losses ...Change in net loss estimates ...Total provision ...Charge...

  • Page 68
    ...-2007, we experienced lower pre-default collections, resulting in increased levels of charge-off activity in our Private Education Loan portfolio. In the second half of 2006, we relocated responsibility for certain Private Education Loan collections from our Nevada call center to a new call center...

  • Page 69
    ... and non-traditional Managed Private Education Loans at December 31, 2007. As noted above, we have not used these terms in prior filings with the SEC in our Annual Report on Form 10-K and quarterly reports on Form 10-Q, but believe these new measures will provide additional information regarding the...

  • 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
    ... 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 72
    ... the established 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) Forbearance - Managed Basis Private Education Loans Private Education Loans are made to parent and student borrowers in...

  • Page 73
    ... with sufficient time to obtain employment and income to support his or her obligation. Our experience has consistently shown that two years after being granted a first forbearance, close to 75 percent of the loans are current, paid in full, or receiving an in-school grace or deferment, and only...

  • Page 74
    ... of the Private Education Loan portfolio by number of months aged from the first date of repayment: Months Since Entering Repayment After Dec. 31, 25 to 48 More than 2007(1) months 48 months 1 to 24 months Total December 31, 2007 Loans in-school/grace/deferment ...Loans in forbearance ...Loans in...

  • Page 75
    ...all loans in-school/grace/deferment. The table below stratifies the portfolio of Managed Private Education Loans in forbearance by the cumulative number of months the borrower has used forbearance as of the dates indicated. As detailed in the table below, 5 percent of loans currently in forbearance...

  • Page 76
    ... 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 77
    ... 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 78
    ... 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 79
    ... "Managed Basis Private Education Loan Loss Allowance Discussion"). The 2007 FFELP provision included $30 million and $44 million for on-balance sheet and Managed student loans, respectively, related to the repeal of the Exceptional Performer program (and the resulting increase in our Risk Sharing...

  • Page 80
    ... acquisitions. The increase in premiums paid as a percentage of principal balance for Sallie Mae brands is primarily due to the increase in loans where we pay the origination fee and/or federal default fee on behalf of borrowers, a practice we call zero-fee lending. Premiums paid on lender...

  • Page 81
    ...years ended December 31, 2007, 2006 and 2005. Year Ended December 31, 2007 FFELP Private Total Preferred Channel ...Wholesale Consolidations ...Other commitment clients ...Spot purchases ...Consolidations from third parties ...Consolidations and clean-up calls of off-balance sheet securitized loans...

  • Page 82
    ... includes on-balance sheet asset information for our Lending business segment. 2007 December 31, 2006 2005 FFELP Stafford and Other Student Loans, net ...$ 35,726 FFELP Consolidation Loans, net ...73,609 Managed Private Education Loans, net ...14,818 Other loans, net ...1,174 (1) Investments ...14...

  • Page 83
    ...break down our Preferred Channel Originations by type of loan and source. Years Ended December 31, 2007 2006 2005 Preferred Channel Originations - Type of Loan Stafford ...PLUS ...GradPLUS...Total FFELP ...Private Education Loans ...Total ...Years Ended December 31, 2007 2006 2005 FFELP FFELP FFELP...

  • Page 84
    ... Consolidation Loan activity on our FFELP portfolios. On-Balance Sheet Year Ended December 31, 2007 FFELP Stafford and Other(1) FFELP Consolidation Loans Total Private Education Loans Total OnBalance Sheet Portfolio Total FFELP Beginning balance ...Net consolidations: Incremental consolidations...

  • Page 85
    ... 95,920 Ending balance ...$24,841 Off-Balance Sheet Year Ended December 31, 2006 FFELP Stafford and Other(1) FFELP Consolidation Loans Total Private Education Loans Total OffBalance Sheet Portfolio Total FFELP Beginning balance ...Net consolidations: Incremental consolidations from third parties...

  • Page 86
    ... 82,604 Ending balance ...$19,988 Off-Balance Sheet Year Ended December 31, 2005 FFELP Stafford and Other(1) FFELP Consolidation Loans Total Private Education Loans Total OffBalance Sheet Portfolio Total FFELP Beginning balance ...Net consolidations: Incremental consolidations from third parties...

  • Page 87
    ... shift of origination volume to Sallie Mae Bank. Prior to this shift, we earned servicing fees for originated Private Education Loans on behalf of third-party lenders prior to our acquisition of those loans. The decline in this revenue stream is offset by capturing the net interest income earned by...

  • Page 88
    ... 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 89
    ... provided to USA Funds decreased due to the full year impact of recent acquisitions and the continued diversification into new asset classes in the purchased paper business. Contingency Fee Revenue The $53 million decrease in contingency fee revenue for the year ended December 31, 2007 over 2006...

  • Page 90
    ... to eleven consecutive payments at the time of change immediately qualified as a rehabilitated loan. Contingency Inventory The following table presents the outstanding inventory of receivables serviced through our APG business. These assets are not on our balance sheet. 2007 Years Ended December 31...

  • Page 91
    ... Years Ended December 31, 2007 2006 2005 Face value of purchases for the period...Collections revenue, net of impairments ...Collateral value of purchases ...Purchase price for the period ...Purchase price as a % of collateral value ...Carrying value of purchases ...Carrying value of purchases...

  • Page 92
    ... 2007 versus the year-ago period was primarily due to the acquisition of Upromise in August 2006. 2006 versus 2005 The increase in guarantor servicing fees in 2006 versus 2005 is primarily due to a negotiated settlement with USA Funds such that USA Funds was able to pay account maintenance fees that...

  • Page 93
    ...on our Lending business segment. Prior to the announcement of the Merger, the Company funded its loan originations primarily with a combination of term asset-backed securitizations and unsecured debt. Upon the announcement of the Merger on April 17, 2007, credit spreads on our unsecured debt widened...

  • Page 94
    ...are exploring other sources of funding, including unsecured debt, a financing source we have not used to fund our core businesses since the announcement of the Merger. We expect the terms and conditions of new unsecured debt issues, including pricing and covenant requirements, will be less favorable...

  • Page 95
    ... facilities will be 364 days. These new facilities will provide funding for certain of our FFELP loans and Private Education Loans until such time as these loans are refinanced in the term ABS markets. As part of this new financing arrangement, the lawsuit filed by the Company related to the Merger...

  • Page 96
    ... and whole loan sales of government guaranteed student loans. In addition to the assets listed in the table above, we hold on-balance sheet a number of other unencumbered assets, consisting primarily of Private Education Loans, Retained Interests and other assets. At December 31, 2007, we had...

  • Page 97
    ... .") Ending Balances 2007 Ending Balance Short Term Long Term Total Managed Basis Years Ended December 31, 2006 Ending Balance Total Managed Short Long Term Term Basis 2005 Ending Balance Short Term Long Term Total Managed Basis Unsecured borrowings ...$ 8,551 Indentured trusts (on-balance sheet...

  • Page 98
    ...was no commercial paper outstanding during 2007. Securitization Activities Securitization Program Our FFELP Stafford, Private Education Loan and FFELP Consolidation Loan securitizations are structured such that they are legal sales of assets using a two-step transaction with a special purpose entity...

  • Page 99
    ... 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 Reconciliation Legislation during 2005 reauthorizing the student loan programs of the Higher Education Act; and...

  • Page 100
    ... 31, 2007 and 2006. FFELP Stafford and PLUS As of December 31, 2007 Consolidation Private Loan Education Trusts(1) Loan Trusts(5) (Dollars in millions) Total Fair value of Residual Interests(2) ...Underlying securitized loan balance(3) ...Weighted average life ...Prepayment speed (annual rate...

  • Page 101
    ....) December 31, 2007 December 31, 2006 Off-Balance Sheet Assets: Total student loans, net ...Restricted cash and investments ...Accrued interest receivable ...Total off-balance sheet assets ...Off-Balance Sheet Liabilities: Debt, par value ...Debt unamortized discount and deferred issuance costs...

  • Page 102
    ...change in fair value through income beginning on January 1, 2008. Servicing and securitization revenue is primarily driven by the average balance of off-balance sheet student loans, the amount of and the difference in the timing of Embedded Floor Income recognition on offbalance sheet student loans...

  • Page 103
    ... on lines of credit were approximately $379 million, and are reflected in other loans in the consolidated balance sheet. For additional information, see Note 17, "Commitments, Contingencies and Guarantees," to the consolidated financial statements. The Company maintains forward contracts to purchase...

  • Page 104
    ... by year-end 2009, before adjusting for growth and other investments. To date we have reduced our work force by approximately three percent. The federal guarantee on our student loans is conditioned on compliance with origination and servicing standards set by ED and guarantor agencies. A mitigating...

  • Page 105
    ... additional discussion. Liquidity Risk (See "LIQUIDITY AND CAPITAL RESOURCES) Credit Risk We bear the full risk of borrower and closed school losses experienced in our Private Education Loan portfolio. These loans are underwritten and priced according to risk, generally determined by a commercially...

  • Page 106
    ... their repayment history on all loans becomes more seasoned. Additionally, for borrowers who do not meet our lending requirements or who desire more favorable terms, we generally require creditworthy cosigners. Our higher education Private Education Loans to students attending Title IV schools are...

  • Page 107
    ... Effects of Consolidation Activity on Estimates." Also, we must maintain sufficient, short-term liquidity to enable us to cost-effectively refinance previously securitized FFELP loans as they are consolidated back on to our balance sheet. Interest Rate Risk Management Asset and Liability Funding Gap...

  • Page 108
    ... 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 and 1-month LIBOR funding (asset-backed commercial paper program and auction rate securities) to fund various asset types...

  • Page 109
    ... our Managed earning assets and liabilities at December 31, 2007. (Averages in Years) On-Balance Sheet Off-Balance Sheet Managed Earning assets Student loans ...Other loans ...Cash and investments...Total earning assets ...Borrowings Short-term borrowings ...Long-term borrowings ...Total borrowings...

  • Page 110
    ...between the contract purchase price and the previous market closing price on the 44,039,890 shares. Consequently, the common shares outstanding and shareholders' equity on the Company's year-end balance sheet reflect the shares issued in the public offerings and the physical settlement of the equity...

  • Page 111
    ... rates and fees available, in addition to other information regarding the terms and conditions of the loan; • Require lenders to provide a clear and concise disclosure of the rate, terms and conditions of a private education loan that has been approved for a student borrower and provide borrowers...

  • Page 112
    ... private debt collection, effectively keeping the program alive. Fee income generated from federal tax collections activity is currently de minimis to our APG business segment results of operations. Merger-Related Developments On April 16, 2007, the Company announced that a buyer group ("Buyer Group...

  • Page 113
    ...Corporation common stock by Company directors and executives. We are cooperating with the SEC in order to provide the requested information and documents. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS See Note 2 to the consolidated financial statements, "Significant Accounting Policies - Recently Issued...

  • Page 114
    ... if long-term interest 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, 2007 LIBOR index to Interest Rates: other indices Change from Change from Increase...

  • Page 115
    ... funding if the student loan earns at the fixed borrower rate and the funding remains floating. In addition, we can have a mismatch in the index of floating rate debt versus floating rate assets. During the year ended December 31, 2007 and 2006, certain FFELP student loans were earning Floor Income...

  • Page 116
    ... and hedging activities is the result of LIBOR-based debt funding commercial paper-indexed assets. See "RISKS - Interest Rate Risk Management - Asset and Liability Funding Gap" for a further discussion. In addition to interest rate risk addressed in the preceding tables, the Company is also...

  • Page 117
    ... 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 14 to the consolidated financial statements, "Stock-Based Compensation Plans and Arrangements," listed under the...

  • Page 118
    ...8 above: Management's Annual Report on Internal Control over Financial Reporting ...F-2 Report of Independent Registered Public Accounting Firm ...F-3 Consolidated Balance Sheets as of December 31, 2007 and 2006 ...F-4 Consolidated Statements of Income for the years ended December 31, 2007, 2006 and...

  • Page 119
    ... 1, 2005 Sallie Mae Deferred Compensation Plan for Key Employees Restatement Effective January 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...

  • Page 120
    ... the undersigned hereunto duly authorized. Dated: February 29, 2008 SLM CORPORATION By: /s/ ALBERT L. LORD Albert L. Lord Vice Chairman 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...

  • Page 121
    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 February 29, ...

  • Page 122
    CONSOLIDATED FINANCIAL STATEMENTS INDEX 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' ...

  • Page 123
    ... 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, 2007, our internal control over financial reporting is...

  • Page 124
    ... statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain...

  • Page 125
    ... per share amounts) December 31, 2007 December 31, 2006 Assets FFELP Stafford and Other Student Loans (net of allowance for losses of $47,518 and $8,701, respectively) ...FFELP Consolidation Loans (net of allowance for losses of $41,211 and $11,614, respectively) ...Private Education Loans (net of...

  • Page 126
    SLM CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Dollars and shares in thousands, except per share amounts) 2007 Years Ended December 31, 2006 2005 Interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans...Private Education Loans...Other loans ...Cash and investments...

  • Page 127
    ... stock issuance 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...

  • Page 128
    ... of common shares ...Issuance of preferred shares ...Tax benefit related to employee stock option and purchase plan ...Stock-based compensation cost ...Cumulative effect of accounting change ...Repurchase of common shares: Open market repurchases ...Equity forward settlement: Settlement cost, cash...

  • Page 129
    ... issued ...Long-term borrowings repaid ...Borrowings collateralized by loans in trust - issued ...Borrowings collateralized by loans in trust - repaid ...Asset-backed commercial paper conduits - net activity ...Other financing activities, net ...Excess tax benefit from the exercise of stock-based...

  • Page 130
    ... aid offices. In recent years, there has been a surge in FFELP Consolidation Loans which are marketed directly to FFELP Stafford borrowers. The Company has also expanded its marketing of direct-to-consumer Private Education Loans. The Company has expanded into a number of fee-based businesses, most...

  • Page 131
    ... yield calculations as they relate to the amortization of student loan premiums and discounts, Borrower Benefits and the valuation and income recognition of the Residual Interest. Loans Loans, consisting of federally insured student loans, Private Education Loans, student loan participations, lines...

  • Page 132
    ... are guaranteed (subject to legislative risk sharing requirements) as to both principal and interest, and therefore continue to accrue interest until such time that they are paid by the guarantor. Loans in forbearance or deferment status are not considered past due. Student Loan Income The Company...

  • Page 133
    ... includes term federal funds, Eurodollar deposits, money market funds and bank deposits with original terms to maturity of less than three months. Restricted Cash and Investments Restricted cash primarily includes amounts for on-balance sheet student loan securitizations and other secured borrowings...

  • Page 134
    ... share amounts, unless otherwise stated) 2. Significant Accounting Policies (Continued) In connection with the Company'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...

  • Page 135
    ...interest rate cap agreements after its settlement date that do not relate to the reissuance of third-party beneficial interests and (3) the Company may hold an unconditional call option related to a certain percentage of trust assets. Retained Interest The Company securitizes its student loan assets...

  • Page 136
    ... a discounted cash flow calculation that considers the 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...

  • Page 137
    ... lock-in the purchase price of the Company's stock related to share repurchases. As a result, the Company marks its equity forward contracts to market through earnings in the "gains (losses) on derivative and hedging activities, net" line item in the consolidated statements of income along with the...

  • Page 138
    ... agency in proportion to the principal and interest outstanding when the loan defaults. The Company recognizes fees received, net of actual rebates for defaults, over the service period which is estimated to be the life of the loan. Collections Revenue The Company purchases delinquent and charged...

  • Page 139
    ... on employee base salary, job level immediately preceding termination and years of service for individuals whose employment is terminated due to an Involuntary Termination or a Job Abolishment, as defined in the Severance Plan. The benefits payable under the Severance Plan relate to past service and...

  • Page 140
    ... the Company's Lending, APG and Corporate and Other reportable segments, respectively. At December 31, 2007, $18 million of such costs were included in other liabilities in the consolidated balance sheet and will be paid in 2008. Software Development Costs Certain direct development costs associated...

  • Page 141
    ... reduced the Company's net earnings by $36 million and $39 million for the years ended December 31, 2007 and 2006, respectively. SFAS No. 123(R) requires that the excess (i.e., windfall) tax benefits from tax deductions on the exercise of share-based payments exceeding the deferred tax assets from...

  • Page 142
    ... per Common Share," for further discussion. Foreign Currency Transactions The Company has financial services operations in foreign countries. The financial statements of these foreign businesses have been translated into U.S. dollars in accordance with U.S. GAAP. The net investments of the parent in...

  • Page 143
    ..., "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 144
    ... prospectively applied in 2007 for new securitizations and does not apply to the Company's existing Residual Interest or on-balance sheet securitization debt that settled prior to 2007. In the first quarter of 2007, the Company elected this option related to the Private Education Loan securitization...

  • Page 145
    ... are eligible items for the measurement option established by the statement. There are a few exceptions, including an investment in a subsidiary or an interest in a variable interest entity that is required to be consolidated, certain obligations related to post-employment benefits, assets or...

  • Page 146
    ... the Company to receive 100 percent reimbursement on default claims filed from the date of designation through June 30, 2006 for loans that were serviced by Sallie Mae Servicing for a period of at least 270 days before the date of default. Legislation passed in early 2006 decreased the rate of...

  • Page 147
    ... the posteducation work force. The Company generally allows the loan repayment period on 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 148
    ...Company's student loan portfolio by program. December 31, 2007 Ending Balance % of Balance Year Ended December 31, 2007 Average Effective Interest Average Rate Balance FFELP Stafford and Other Student Loans, net(1) ...$ 35,726,062 FFELP Consolidation Loans, net ...73,609,187 Private Education Loans...

  • Page 149
    ... accrued interest on Private Education Loans is estimated and written off against current period interest income. Under the Company's prior methodology, Private Education Loans continued to accrue interest, including in periods of forbearance, until they were charged off, at which time, the loans...

  • Page 150
    ... the Company's long-term collection strategies. These developments resulted in lower pre-default collections, increased later stage delinquency levels and higher charge-offs. In the fourth quarter of 2007 the Company recorded provision expense of $503 million related to the Private Education Loan...

  • Page 151
    ...'s Private Education Loan programs. The Company charges off loans after 212 days of delinquency. Accordingly, the Company believes that charge-offs occurring late in 2007 represent losses incurred at the onset of the current economic downturn and do not incorporate the full-effect of the general...

  • Page 152
    ... 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 153
    ... $14,950 The Company maintains an allowance for Risk Sharing loan losses on its FFELP portfolio. The level of Risk Sharing has varied for the Company over the past few years primarily due to various legislative changes. As of December 31, 2007, 38 percent of the on-balance sheet FFELP portfolio was...

  • Page 154
    ... 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 155
    ... $10 million for the investments designated as the hedged items in a SFAS No. 133 fair value hedge. These gains have been recorded in the "gains (losses) on derivative hedging activities, net" line in the consolidated statements of income along with the gain (loss) related to the derivatives hedging...

  • Page 156
    ... (losses) on derivative hedging activities, net" line in the consolidated statements of income along with the gain (loss) related to the derivatives hedging such investments. In addition to the restricted investments detailed above, at December 31, 2007 and 2006, the Company had restricted cash of...

  • Page 157
    ..., 2007 and 2006, the Company had investments in leveraged leases, net of impairments, totaling $86 million and $93 million, respectively, and direct financing leases totaling $14 million and $16 million, respectively, that are general obligations of American Airlines and Federal Express Corporation...

  • Page 158
    ... with the Company's acquisition of Southwest Student Services Corporation and Washington Transferee Corporation, the Company acquired certain tax exempt bonds that enabled the Company to earn a 9.5 percent SAP rate on student loans funded by those bonds in indentured trusts. In 2007 and 2006...

  • Page 159
    ...is a full-service, accounts receivable management company that purchases charged-off debt and performs third-party receivables servicing across a number of consumer asset classes. In the third quarter of 2007 and 2006, the Company finalized its purchase price allocations associated with the December...

  • Page 160
    ... Ending Rate Balance Year Ended December 31, 2006 Weighted Average Interest Average Rate Balance Short-term deposits ...Commercial paper ...Short-term portion of long-term borrowings ...Other interest bearing liabilities ...Total short-term borrowings ...Maximum outstanding at any month end...

  • Page 161
    ... In addition to other general operating covenants contained in the facilities, certain financial covenants must be maintained related to tangible net worth, interest coverage and net revenue. Failure to maintain these thresholds could result in the facilities being withdrawn. 8. Long-Term Borrowings...

  • Page 162
    ... Company also had $2.5 billion and $2.9 billion of long-term debt outstanding as of December 31, 2007 and 2006, respectively, related to additional secured, limited obligation or nonrecourse borrowings related to several indenture trusts. The face value of on-balance sheet student loans that secured...

  • Page 163
    ... its on-balance sheet securitization trust debt as long-term based on the contractual maturity dates and projects the expected principal paydowns based on the Company's current estimates regarding loan prepayment speeds. The projected principal paydowns of $6.8 billion shown in year 2008 relate to...

  • Page 164
    ... the student loans and reserve accounts in excess of the amounts needed to pay servicing, derivative costs (if any), other fees, and 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...

  • Page 165
    ...flows received from or paid to the off-balance sheet securitization trusts during the years ended December 31, 2007, 2006 and 2005: Years Ended December 31, 2007 2006 2005 (Dollars in millions) Net proceeds from new securitizations completed during the period ...Purchases of Private Education Loans...

  • Page 166
    ... 31, 2007 and 2006. FFELP Stafford and PLUS (Dollars in millions) As of December 31, 2007 Consolidation Private Education Loan (1) Loan Trusts(5) Trusts Total Fair value of Residual Interests(2) ...Underlying securitized loan balance(3) ...Weighted average life ...Prepayment speed (annual rate...

  • Page 167
    ...discount rate related to Private Education Loans ($120 million for the year ended December 31, 2007). The Company assessed the appropriateness of the current risk premium, which is added to the risk free rate, for the purpose of arriving at a discount rate in light of the current economic and credit...

  • Page 168
    ..., net of recoveries, for these trusts where the Company does not hold the contingent call option, were $21.5 million and $2.1 million for the years ended December 31, 2007 and 2006, respectively. Student loan assets are primarily indexed to a Treasury bill, commercial paper or a prime index. Funding...

  • Page 169
    ... 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 170
    ... expose the Company to both market and credit risk. Market risk is the chance of financial loss resulting from changes in interest rates, foreign exchange rates and/or stock prices. Credit risk is the risk that a counterparty will not perform its obligations under a contract and it is limited to the...

  • Page 171
    ... rate floor and cap contracts with indices that relate to the pricing of specific balance sheet assets and liabilities including the Residual Interests from off-balance sheet securitizations. In addition, the Company uses equity forward contracts based on the Company's stock. The Company accounts...

  • Page 172
    ... 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 173
    ... derivatives bifurcated from newly issued on-balance sheet securitization debt, as a result of adopting SFAS No. 155 (see Note 2, "Significant Accounting Policies - Recently Issued Accounting Pronouncements - Accounting for Certain Hybrid Financial Instruments"). In addition, for December 31, 2006...

  • Page 174
    ...of Balance Balance December 31, 2006 Ending % of Balance Balance Derivatives at fair value ...Accrued interest receivable ...APG related receivables and Real Estate Owned . . Accounts receivable - collateral posted ...Benefit-related investments ...Fixed assets, net ...Accounts receivable - general...

  • Page 175
    ... the Company's common stock based on a conversion rate calculated using the average of the closing prices per share of the Company's common stock during the 20 consecutive trading day period ending on the third trading day immediately preceding the mandatory conversion date. If the applicable market...

  • Page 176
    ...contract and the Company paid Citibank approximately $1.1 billion, the difference between the contract purchase price and the previous market closing price on the 44,039,890 shares. This effectively changed the characteristics of the contract so it no longer was a derivative accounted for under SFAS...

  • Page 177
    ... from stock option exercises and vesting of performance stock for employees' tax withholding obligations and shares tendered by employees to satisfy option exercise costs. For equity forward contracts, the average purchase price per share for 2005 is calculated based on the average strike price of...

  • Page 178
    ... in off-balance sheet securitized loans), unrealized gains and losses on derivatives, defined benefit pension plans for 2007 and 2006 and minimum pension liability for 2005. The following table presents the cumulative balances of the components of other comprehensive income for the years ended...

  • Page 179
    ... 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, 2007, 2006 and 2005: 2007 Years Ended December 31, 2006 2005 Numerator: Net income...

  • Page 180
    ... term for stock options is 10 years and the exercise price must be equal to or greater than the market price of SLM common stock on the date of grant. Stock options granted to officers and management employees under the plans generally vest upon the Company's common stock price reaching a closing...

  • Page 181
    ... and historical volatility of the Company's stock. The risk-free interest rate is based on the U.S. Treasury spot rate at the date of grant consistent with the expected term of the option. The dividend yield is based on the projected annual dividend payment per share based on the dividend amount at...

  • Page 182
    ... 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 or...

  • Page 183
    ...grant consistent with the expected term. The dividend yield is based on the projected annual dividend payment per share based on the current dividend amount at the date of grant, divided by the stock price at the date of grant. The weighted average fair value of the stock purchase rights of the ESPP...

  • Page 184
    ... compensation plans or arrangements of the Company pursuant to which grants of options, restricted stock, RSUs or other rights to acquire shares may be granted from time to time. Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights Weighted Average Exercise Price of...

  • Page 185
    ... rates and the net assets of the investments within the 529 college-savings plans (transfer and servicing agent/ program management fees), and the number of accounts for which Upromise provides record-keeping and account servicing functions (an additional form of transfer and servicing agent fees...

  • Page 186
    ... loan level cash flows using stated terms of the assets and internally-developed assumptions to determine aggregate portfolio yield, net present value and average life. The significant assumptions used to project cash flows are prepayment speeds, default rates, cost of funds/capital, required return...

  • Page 187
    ... pricing models and option models (when applicable) using the stated terms of the borrowings, and observable yield curves, forward foreign currency exchange rates, volatilities and credit spreads specific to the Company from active markets; or from quotes from broker-dealers. Derivative Financial...

  • Page 188
    ... Education Loans ...17,289 Other loans...1,175 Cash and investments . . 15,146 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 189
    ... 11, 2007, the Office of the Inspector General ("OIG") of ED, confirmed that they planned to conduct an audit to determine if the Company billed for special allowance payments, under the 9.5 percent floor calculation, in compliance with the Higher Education Act, regulations and guidance issued by ED...

  • Page 190
    ... credits are allocated each payroll period based on a percentage of the participant's compensation for the current pay period. The applicable percentage is determined by the participant's number of years of service with the Company. If an individual participated in the Company's prior pension plan...

  • Page 191
    ... Change in Plan Assets Fair value of plan assets at beginning of year ...$218,369 Actual return on plan assets ...23,850 Employer contribution ...3,466 Plan settlements...(2,615) Benefits paid ...(10,912) Administrative payments ...(1,460) Fair value of plan assets at end of year ...$230,698 Funded...

  • Page 192
    ... nature of the plans; the corporate assets used to pay these benefits are included above in employer contributions. Components of Net Periodic Pension Cost Net periodic pension cost included the following components: Years Ended December 31, 2007 2006 2005 Service cost - benefits earned during the...

  • Page 193
    ... long term rate of return for determining the net periodic pension cost during the fiscal year ending December 31, 2008, the Company expects to use an expected return on assets of 5.25 percent considering the investment policy changes moving plan assets into all fixed income investments. Plan Assets...

  • Page 194
    ... to qualify under section 401(k) of the Internal Revenue Code. The Sallie Mae 401(k) Savings Plan covers substantially all employees of the Company hired before August 1, 2007, excluding employees of Asset Performance Group and Upromise. Participating employees as of July 1, 2005, may contribute up...

  • Page 195
    ... tax rate ... Income tax expense for the years ended December 31, 2007, 2006, and 2005 consists of: 2007 December 31, 2006 2005 Current provision: Federal ...State ...Foreign ...Total current provision...Deferred provision/(benefit): Federal ...State ...Foreign ...Total deferred provision/(benefit...

  • Page 196
    ..., 2007 2006 Deferred tax assets: Loan reserves ...Market value adjustments on investments...Deferred revenue ...Accrued expenses not currently deductible ...Stock-based compensation plans ...Operating loss and credit carryovers ...Warrants issuance ...Partnership income ...Loan origination services...

  • Page 197
    ..., net of tax benefit, in the consolidated statements of income and consolidated balance sheet of $18 million. Reasonably Possible Significant Increases/Decreases within Twelve Months U.S. Federal Tax Uncertainties The IRS issued a Revenue Agent's Report ("RAR") during the second quarter of 2007...

  • Page 198
    ..., management measures the profitability of the Company's operating segments based on "Core Earnings" net income. Accordingly, information regarding the Company's reportable segments is provided based on "Core Earnings" basis. The Company's "Core Earnings" performance measures are not defined terms...

  • Page 199
    ... or 83 percent are federally insured, and serves over 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 2007, the Company originated $848 million in mortgage...

  • Page 200
    ... borrower payments, originating and disbursing FFELP Consolidation Loans on behalf of the lender, and other administrative activities required by ED. Upromise markets and administers an affinity marketing program and also provides administration services for 529 college-savings plans. The Company...

  • Page 201
    ...) Year Ended December 31, 2007 Net Impact of Net Impact Derivative Net Impact of of Acquired Accounting Floor Income Intangibles (2) (3) Total Net interest income (loss) ...Less: provisions for loan losses ...Net interest income (loss) after provisions for loan losses . Contingency fee revenue...

  • Page 202
    ..., 2006 Corporate Total "Core and Other Earnings" Adjustments(3) Total GAAP Interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash and investments ...Total interest income ...Total interest expense ...Net interest income...

  • Page 203
    ..., 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 and investments ...Total interest income ...Total interest expense...Net interest income...

  • Page 204
    ..., 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, 2007, 2006, and 2005. Years...

  • Page 205
    ... CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts, unless otherwise stated) 21. Quarterly Financial Information (unaudited) 2007 First Quarter Second Quarter Third Quarter Fourth Quarter Net interest income ...$ 413,816 Less: provisions for loan...

  • Page 206
    ... the academic period; • false certification by the borrower's school of his eligibility for the loan; and • an unpaid school refund. Subject to conditions, a program of federal reinsurance under the HEA entitles guarantee agencies to reimbursement from the U.S. Department of Education ("ED") for...

  • Page 207
    ... 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 did not change the rate that...

  • Page 208
    ... fees that are paid to guaranty agencies in the FFELP. Major changes made by the CCRAA, which were effective October 1, 2007 (unless stated otherwise), include: • Reduces special allowance payments to for-profit lenders and not-for-profit lenders for both Stafford and Consolidation Loans disbursed...

  • Page 209
    ...deferment authority for borrowers due to an economic hardship and military service. • Establishes a new income-based repayment program starting July 1, 2009 for all loans except parent PLUS which includes the potential for loan forgiveness after 25 years. Eligible Lenders, Students and Educational...

  • Page 210
    ... FFELP Consolidation Loans For student loans disbursed on or after January 1, 2000, the special allowance percentage is computed by: (1) determining the average of the bond equivalent rates of 3-month commercial paper (financial) rates quoted for that quarter; (2) subtracting the applicable borrower...

  • Page 211
    ... Loans and SLS Loans only if the 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...

  • Page 212
    ... during in-school, grace and deferment periods; and • special allowance payments representing an additional subsidy paid by ED to the holders of eligible Stafford Loans. We refer to all three types of assistance as "federal assistance." Interest. The borrower's interest rate on a Stafford Loan can...

  • Page 213
    ..., be received from ED within that period. If the loan is not held by an eligible lender in accordance with the requirements of the HEA and the applicable guarantee agreement, the loan may lose its federal assistance. Loan Limits. The HEA generally requires that lenders disburse student loans in at...

  • Page 214
    ...a full academic year remaining in his program. Repayment. Repayment of a Stafford Loan begins 6 months after the student ceases to be enrolled at least half time. In general, each loan must be scheduled for repayment over a period of not more than 10 years after repayment begins. New borrowers on or...

  • Page 215
    ... The Secretary will guarantee 99% of principal and interest against losses from default. PLUS loans will be exempt from lender loan fees. Originating lenders may consolidate PLUS loans and be exempt form paying a consolidation rebate fee. Loan Limits. PLUS and SLS Loans disbursed before July 1, 1993...

  • Page 216
    .... Borrowers begin to repay principal of their PLUS and SLS Loans no later than 60 days after the final disbursement. Deferment and forbearance provisions, maximum loan repayment periods, repayment plans and minimum payment amounts for PLUS and SLS Loans are generally the same as those for Stafford...

  • Page 217
    ... benefits during 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 ED at an annualized rate of 1.05 percent on principal and interest on FFELP Consolidation Loans for loans disbursed...

  • Page 218
    ... 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 219
    ... (Changed to Federal Default Fee July 1, 2006) withheld from the proceeds of each loan disbursement. Loan Processing and Issuance Fee ...4% of the principal amount guaranteed in each fiscal year, paid by ED Account Maintenance Fee ...10% (reduced to .06% on October 1, 2007) of the original principal...