Sallie Mae 2008 Annual Report Download - page 160

6. Goodwill and Acquired Intangible Assets (Continued)
Annual goodwill impairment testing as of September 30, 2006 indicated no impairment of any reporting
units as the estimated fair value of each reporting unit exceeded the reporting units’ respective book values.
Goodwill by Reportable Segments
A summary of changes in the Company’s goodwill by reportable segment is as follows:
(Dollars in millions)
December 31,
2007
Acquisitions/
Other
December 31,
2008
Lending ..................................... $388 $— $388
Asset Performance Group ........................ 377 24 401
Corporate and Other ............................ 200 2 202
Total ....................................... $965 $26 $991
(Dollars in millions)
December 31,
2006
Acquisitions/
Other
December 31,
2007
Lending ..................................... $406 $(18) $388
Asset Performance Group ........................ 349 28 377
Corporate and Other ............................ 215 (15) 200
Total ....................................... $970 $ (5) $965
From September 2004 through January 2008, the Company acquired a 100 percent controlling interest in
AFS Holdings, LLC (“AFS”) through a series of transactions commencing with the Company’s September
2004 acquisition of a 64 percent controlling interest and annual exercise of options to purchase successive
12 percent interests in the Company from December 2005 through January 2008. AFS 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. As a result of this series of transactions, the Company’s
APG reportable segment and reporting unit recognized excess purchase price over the fair value of net assets
acquired, or goodwill, of $226 million. The total purchase price associated with the Company’s acquisition of
AFS was approximately $324 million including cash consideration and certain acquisition costs.
On August 22, 2006, the Company acquired Upromise for approximately $308 million including cash
consideration and certain acquisition costs. Upromise markets and administers an affinity marketing program
and also provides program management, transfer and service agent services, and administration services for
college savings plans. In the third quarter of 2007, the Company finalized its purchase price allocation for
Upromise which resulted in an excess purchase price over the fair value of net assets acquired, or goodwill, of
approximately $140 million, which amount was allocated to the Company’s other reportable segment.
F-40
SLM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts, unless otherwise stated)