Sallie Mae 2009 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, 2009 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). 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 the
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 n
(Do not check if a smaller reporting company)
Smaller reporting company 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, 2009 was $4.8 billion (based on closing sale price of $10.27
per share as reported for the New York Stock Exchange — Composite Transactions).
As of January 31, 2010, there were 484,912,370 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 13, 2010 are incorporated by reference
into Part III of this Report.

Table of contents

  • Page 1
    ... as of June 30, 2009 was $4.8 billion (based on closing sale price of $10.27 per share as reported for the New York Stock Exchange - Composite Transactions). As of January 31, 2010, there were 484,912,370 shares of voting common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of...

  • Page 2
    ... or limit the availability of financings necessary to initiate, purchase or carry education loans; changes in projections of losses from loan defaults; changes in general economic conditions; changes in prepayment rates and credit spreads; changes in the demand for debt management services; and new...

  • Page 3
    ..., we earn fee income from a number of services including student loan and guarantee servicing, loan default aversion and defaulted loan collections, and for providing processing capabilities and information technology to educational institutions as well as 529 college savings plan program management...

  • Page 4
    ... number of loans. Student Lending Market Students and their families use multiple sources of funding to pay for their college education, including savings, current income, grants, scholarships, and federally guaranteed and private education loans. Over the last five years, these sources of funding...

  • Page 5
    ... to sell the loans to ED within 90 days of the end of the AY for a fee of $75 per loan plus the principal amount of and accrued interest on the loan plus the one percent origination fee for which we are reimbursed. We are also a contractor to service loans sold to ED and DSLP loans. For the federal...

  • Page 6
    ... credit is expected to increase due to this population demographic, first-time college enrollments of older students and continuing interest in adult education. The following charts show the historical and projected enrollment and average tuition and fee growth for four-year public and private...

  • Page 7
    ... underwriting requirements, an increase in federal student loan limits and the Company's withdrawal from certain markets. Private Education Loans We bear the full credit risk for Private Education Loans, which are underwritten and priced according to credit risk based upon customized credit scoring...

  • Page 8
    ... repayment term by requiring interest payments while the student is in school. Competition Historically, we have faced competition for both federally guaranteed and non-guaranteed student loans from a variety of financial institutions, including banks, thrifts and state-supported secondary markets...

  • Page 9
    ... services for delinquent student loans and other receivables from various campus-based programs. We also collect other debt for federal and state agencies, and retail clients. Competition The private sector collections industry is highly fragmented with a few large companies and a large number...

  • Page 10
    ... plans. REGULATION Like other participants in the FFELP, the Company is subject to the HEA and, from time to time, to review of its student loan operations by ED and guarantee agencies. As a servicer of federal student loans, the Company is subject to certain ED regulations regarding financial...

  • Page 11
    ... INFORMATION The SEC maintains an Internet site (http://www. sec.gov) that contains periodic and other reports such as annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, respectively, as well as proxy and information statements regarding SLM Corporation and other companies that file...

  • Page 12
    ... sources of funding, such as the term asset-backed securities market, will be available at a level and a cost that makes new Private Education Loan originations possible or profitable, nor is there any assurance that the loans can be re-financed at profitable margins. At some time, the Company may...

  • Page 13
    ... to our liquidity. A reduction in our credit ratings could adversely affect our liquidity, increase our borrowing costs, limit our access to the markets or trigger obligations under certain provisions in collateralized arrangements. Under these provisions, counterparties may require us to segregate...

  • Page 14
    ... and servicer for the FFELP and DSLP. The market for federally-guaranteed student loans is shared among the Company and other private sector lenders who participate in the FFELP, and the federal government through the DSLP. The market for private credit loans is shared among many banks and financial...

  • Page 15
    ... ability to fund our Private Education Loans, which are currently funded by term deposits issued by Sallie Mae Bank, or restrictions on the operations of Sallie Mae Bank. Loans originated and serviced under the FFELP are subject to legislative and regulatory changes. A summary of the program, which...

  • Page 16
    ... 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 leased space at...

  • Page 17
    ...investments in Sallie Mae stock ("401K Class Period"). The complaint alleges breaches of fiduciary duties and prohibited transactions in violation of the Employee Retirement Income Security Act arising out of alleged false and misleading public statements regarding the Company's business made during...

  • Page 18
    ...longstanding ED guidance and all applicable rules and regulations and intends to continue disputing these findings. The Company provided its response to the Secretary on October 2, 2009. The OIG has audited other industry participants with regard to special allowance payments for loans funded by tax...

  • Page 19
    ... their accounts. Management believes that these claims, lawsuits and other actions, individually or in the aggregate, 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...

  • Page 20
    ... the consolidated financial statements. 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 Total Number of Shares Purchased (Common shares in millions) Average Price Paid per Share Period...

  • Page 21
    ... 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, 2003 and reinvestment of dividends through December 31, 2009. Five Year...

  • Page 22
    ... ...1.05 .93 Return on assets ...20 (.14) Dividend payout ratio ...- - Average equity/average assets...2.96 3.45 Balance Sheet Data: Student loans, net ...$143,807 $144,802 Total assets ...169,985 168,768 Total borrowings ...161,443 160,158 Total SLM Corporation stockholders' equity ...5,279 4,999...

  • Page 23
    ... servicing of new Direct Loans. The contract has an initial term of five years with one, five-year renewal at the option of ED. Through December 31, 2009, the Company has sold to ED approximately $18.5 billion face amount of loans as part of the Purchase Program. Borrowings of $18.5 billion related...

  • Page 24
    ... ($6.0 billion through the Term Asset-Backed Securities Loan Facility ("TALF")). We also raised $4.5 billion in term deposits at Sallie Mae Bank which was used to originate Private Education Loans. The Company began actively repurchasing its outstanding debt in the second quarter of 2008. The...

  • Page 25
    ... time. Purchased Paper Business In 2008, we decided to exit the debt purchased paper business (see "ASSET PERFORMANCE GROUP BUSINESS SEGMENT"). The Company sold its international Purchased Paper - Non-Mortgage business in the first quarter of 2009. The Company sold all of the assets in its Purchased...

  • Page 26
    ...the Company's business: 1. The Company would originate FFELP loans and would subsequently sell those loans to ED for a fee. Because the loans would be sold, the Company would no longer earn net interest margin on new FFELP loan volume. The impact to collections revenue, guarantor account maintenance...

  • Page 27
    ... based on loan program type, loan status (in-school, grace, forbearance, repayment and delinquency), underwriting criteria (FICO scores), and existence or absence of a cosigner. As noted above, we use historical experience of borrower default behavior and charge-offs to estimate the probable credit...

  • Page 28
    ...into account these periods of forbearance. In general, Private Education Loan principal is charged-off against the allowance when the loan exceeds 212 days delinquency. The charge-off amount equals the estimated loss of the defaulted loan balance. Actual recoveries, as they are received, are applied...

  • Page 29
    ...characteristics based on loan program type, school type and loan status. We then apply the default rate projections, net of applicable Risk Sharing, to each category for the current period to perform our quantitative calculation. Once the quantitative calculation is performed, management reviews the...

  • Page 30
    ..., and changes to the current economic and credit environment. If our accounting estimates, especially CPRs, are different as a result of changes to our business environment or actual consolidation or default activity, the previously recognized interest income on our student loan portfolio based on...

  • Page 31
    ...balance sheet trusts contain extension features that coincide with the remarketing dates of the notes. The valuation of the extension feature requires significant judgment based on internally developed inputs. These swaps were transferred into Level 3 during the first quarter of 2009 due to a change...

  • Page 32
    ... based on the committed sales price of the various loan purchase programs established by ED. For further information regarding the impact of Level 3 fair values to the results of operations, see Note 16, "Fair Value Measurements," to the consolidated financial statements. Securitization Accounting...

  • Page 33
    ... the consolidated balance sheet and the Company consolidated $35.0 billion of assets ($32.6 billion of which are student loans, net of a $550 million allowance for loan loss) and $34.4 billion of liabilities (primarily trust debt), which resulted in an approximate $0.7 billion after-tax reduction of...

  • Page 34
    ...exchange rate volatility, changing credit spreads during the period, and changes in our stock price (related to equity forwards), as well as the volume and term of derivatives not receiving hedge accounting treatment. See also "BUSINESS SEGMENTS - Limitations of 'Core Earnings' - Pre-tax Differences...

  • Page 35
    ...or the market value of minority interests in publicly traded or guideline companies, consideration is given to the line of business and the operating performance of the comparable companies versus the reporting unit being tested. Given current market conditions, the lack of recent sales or offerings...

  • Page 36
    ... its plan to eliminate the FFELP and require all federally funded students loans to be originated through the DSLP, to a high of $12.00 in December 2009. At September 30 and December 31, 2009, the Company's stock price was $8.72 and $11.27, respectively. The Company believes the share price has...

  • Page 37
    ... Statements of Income Years Ended December 31, 2009 2008 2007 Increase (Decrease) 2009 vs. 2008 2008 vs. 2007 $ % $ % Net interest income...$1,723 Less: provisions for loan losses ...1,119 Net interest income after provisions for loan losses Gains on student loan securitizations ...Servicing...

  • Page 38
    Condensed Balance Sheets December 31, 2009 2008 Increase (Decrease) 2009 vs. 2008 $ % Assets FFELP Stafford and Other Student Loans, net ...$ 42,979 FFELP Stafford Loans Held-for-Sale ...9,696 FFELP Consolidation Loans, net ...68,379 Private Education Loans, net ...22,753 Other loans, net...420 ...

  • Page 39
    ... financing cost, which drives net interest income, gains and losses on the sales of student loans, gains on debt repurchases, unrealized gains and losses on derivatives that do not receive hedge accounting treatment, growth in our fee-based business, and expense control. Year Ended December 31, 2009...

  • Page 40
    ... exercise its contingent call option. The loss in 2008 also relates to the sale of approximately $1.0 billion FFELP loans to the ED under ECASLA, which resulted in a $53 million loss. For the year ended December 31, 2009, contingency fee, collections and guarantor servicing fee revenue totaled $483...

  • Page 41
    ...above, the Company sold all of the assets in its Purchased Paper - Mortgage/Properties business in the fourth quarter of 2009 which resulted in an after-tax loss of $95 million. In the year ended December 31, 2009, the Company incurred $154 million of after-tax asset impairments associated with this...

  • Page 42
    ... for the year ended December 31, 2008, compared to net income of $6 million for the prior year. As discussed above, the Company sold all of the assets in its Purchased Paper - Mortgage/Properties business in the fourth quarter of 2009. In 2008, the Company incurred $161 million of after-tax asset...

  • Page 43
    ... of "Other income" in the consolidated statements of income for the years ended December 31, 2009, 2008 and 2007. Years Ended December 31, 2009 2008 2007 Gains on debt repurchases ...Late fees and forbearance fees ...Asset servicing and other transaction fees ...Loan servicing fees ...Foreign...

  • Page 44
    ... methodologies and procedures may result in changes in reported segment financial information. "Core Earnings" are the primary financial performance measures used by management to develop the Company's financial plans, track results, and establish corporate performance targets and incentive...

  • Page 45
    Year Ended December 31, 2009 Corporate Lending APG and Other Interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash and investments ... ... $1,282 1,645 2,254 56 9 5,246 2,971 2,275 1,564 711 - - - 974 974 10 581 591 1,...

  • Page 46
    Year Ended December 31, 2008 Corporate Lending APG and Other 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 (loss) ......

  • Page 47
    Year Ended December 31, 2007 Corporate Lending APG and Other 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 (loss) ......

  • Page 48
    ...establishing corporate performance targets and 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...

  • Page 49
    ..., $454 million and $(87) million for the years ended December 31, 2009, 2008 and 2007, respectively. Income taxes are based on a percentage of net income before tax for the individual reportable segments. 1) Securitization Accounting: Under GAAP, certain securitization transactions in our Lending...

  • Page 50
    ... sheet instruments. As a result, under GAAP, these swaps are recorded at fair value with changes in fair value reflected currently in the income statement. The table below quantifies the adjustments for derivative accounting under ASC 815 on our net income for the years ended December 31, 2009...

  • Page 51
    ... ended December 31, 2009, 2008 and 2007. Years Ended December 31, 2009 2008 2007 Reclassification of realized gains (losses) on derivative and hedging activities: Net settlement expense on Floor Income Contracts reclassified to net interest income ...Net settlement income (expense) on interest rate...

  • Page 52
    ... is not included in "Core Earnings" net income: Years Ended December 31, 2009 2008 2007 Floor Income earned on Managed loans, net of payments on Floor Income Contracts, not included in "Core Earnings" ...$ 286 Amortization of net premiums on Variable Rate Floor Income Contracts not included in "Core...

  • Page 53
    ... FFELP loans and Private Education Loans have different overall risk profiles due to the federal guarantee of the FFELP loans, they currently share many of the same characteristics such as similar repayment terms, the same marketing channel and sales force, and are originated and serviced on the...

  • Page 54
    ... CP/LIBOR basis exposure in low interest rate environments where we earned Floor Income. Additionally, the index paid on borrowings under ED's Participation Program is based on the prior quarter's CP rates, whereas the index earned on the underlying loans is based on the current quarter's CP rates...

  • Page 55
    ... for our Lending business segment. Years Ended December 31, 2009 2008 2007 % Increase (Decrease) 2009 vs. 2008 2008 vs. 2007 "Core Earnings" interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash and investments...

  • Page 56
    ... Lending business segment includes substantially all interest-earning assets and interestbearing liabilities. 2009 Balance Years Ended December 31, 2008 2007 Rate Balance Rate Balance Rate Average Assets FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans...

  • Page 57
    ... they are based on average balances.) Years Ended December 31, 2009 2008 2007 Student loan spread(1)(2) ...Other asset spread(1)(3) ...Net interest margin, before the impact of 2008 Asset-Backed Financing Facilities fees(1) ...Less: 2008 Asset-Backed Financing Facilities fees ...Net interest margin...

  • Page 58
    ...the CP/LIBOR spread, higher credit spreads on the Company's ABS debt issued in 2008 and 2009 due to the current credit environment and lower spreads earned on FFELP loans funded through the ED Participation Program. The student loan spread for 2008, before 2008 Asset-Backed Financing Facilities fees...

  • Page 59
    ...- On-Balance Sheet The net interest margin, before 2008 Asset-Backed Financing Facilities fees, for 2009 increased 1 basis point from 2008 and decreased 9 basis points from 2007 to 2008. These changes primarily relate to the previously discussed changes in the on-balance sheet student loan and other...

  • Page 60
    ... are based on average balances.) Years Ended December 31, 2009 2008 2007 "Core Earnings" basis student loan spread(1): FFELP loan spread ...63% Private Education Loan spread(2) ...4.54 Total "Core Earnings" basis student loan spread(3) ...1.39 "Core Earnings" basis other asset spread(1)(4) ...(.93...

  • Page 61
    ... student loan spread, before the 2008 Asset Backed Financing Facilities fees, decreased 4 basis points from 2007 for 2008, primarily due to an increase in the Company's cost of funds, due to an increase in the credit spreads on the Company's debt issued during the past year due to the current credit...

  • Page 62
    ...changing composition of our portfolio. Ending Managed Student Loan Balances, net FFELP Stafford and Other(1) December 31, 2009 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...

  • Page 63
    ... 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 receivable for partially charged-off loans ...On-balance sheet allowance...

  • Page 64
    Student Loan Average Balances (net of unamortized premium/discount) The following tables summarize the components of our Managed student loan portfolio and show the changing composition of our portfolio. FFELP Stafford and Other(1) Year Ended December 31, 2009 FFELP Private Consolidation Education ...

  • Page 65
    ...under ASC 815 accounting as effective hedges. (Dollars in billions) Years Ended December 31, 2010 2011 2012 2013 Average balance of FFELP Consolidation Loans whose Floor Income is economically hedged (Managed Basis)... $37 $25 $16 $5 Private Education Loan Losses On-Balance Sheet versus Managed...

  • Page 66
    ...Sheet Private Education Loan Delinquencies December 31, December 31, December 31, 2009 2008 2007 Balance % Balance % Balance % Loans in-school/grace/deferment (1) ...Loans in forbearance(2) ...Loans in repayment and percentage of each status: Loans current ...Loans delinquent 31-60 days(3) ...Loans...

  • Page 67
    Off-Balance Sheet Private Education Loan Delinquencies December 31, December 31, December 31, 2009 2008 2007 Balance % Balance % Balance % Loans in-school/grace/deferment (1) ...Loans in forbearance(2) ...Loans in repayment and percentage of each status: Loans current ...Loans delinquent 31-60 days...

  • Page 68
    ...Basis Private Education Loan Delinquencies December 31, December 31, December 31, 2009 2008 2007 Balance % Balance % Balance % Loans in-school/grace/deferment (1) ...Loans in forbearance(2) ...Loans in repayment and percentage of each status: Loans current ...Loans delinquent 31-60 days(3) ...Loans...

  • Page 69
    ... the allowance for loan loss. For the year ended December 31, 2007, this amount was $21 million and $27 million on an On-Balance Sheet Basis and a Managed Basis, respectively. Ending total loans represents gross Private Education Loans, plus the receivable for partially charged-off loans. (2) 68

  • Page 70
    ...of current-year charge-offs ratio was 1.5 compared to 3.8 as of December 31, 2008. This decrease in the allowance coverage ratio was expected as evidenced by the charge-off activity during 2009, noted above. The allowance for loan losses as a percentage of ending Private Education Loans in repayment...

  • Page 71
    ... to obtain employment and income to support their obligations, or to current borrowers who are faced with a hardship and request forbearance time to provide temporary payment relief. In these circumstances, a borrower's loan is placed into a forbearance status in limited monthly increments and is...

  • Page 72
    ... Private Education Loans in forbearance status have been in active repayment status less than 25 months. December 31, 2009 Monthly Scheduled Payments Due 0 to 24 25 to 48 More than 48 Not Yet in Repayment Total Loans in-school/grace/deferment ...Loans in forbearance ...Loans in repayment - current...

  • Page 73
    ..., 2008 Monthly Scheduled Payments Due 0 to 24 25 to 48 More than 48 Not Yet in Repayment Total Loans in-school/grace/deferment ...Loans in forbearance ...Loans in repayment - current ...Loans in repayment - delinquent 31-60 days ...Loans in repayment - delinquent 61-90 days ...Loans in repayment...

  • Page 74
    ... attending school or engaging in other permitted educational activities and are not yet required to make payments on the loans, e.g., residency periods for medical students or a grace period for bar exam preparation, as well as loans for borrowers who have requested extension of grace period during...

  • Page 75
    ... attending school or engaging in other permitted educational activities and are not yet required to make payments on the loans, e.g., residency periods for medical students or a grace period for bar exam preparation, as well as loans for borrowers who have requested extension of grace period during...

  • Page 76
    ... attending school or engaging in other permitted educational activities and are not yet required to make payments on the loans, e.g., residency periods for medical students or a grace period for bar exam preparation, as well as loans for borrowers who have requested extension of grace period during...

  • Page 77
    ... and on a Managed Basis for the years ended December 31, 2009, 2008 and 2007. Total on-balance sheet loan provisions Years Ended December 31, 2009 2008 2007 Private Education Loans...FFELP Loans ...Mortgage and consumer loans ...Total on-balance sheet provisions for loan losses...76 $ 967 106 46...

  • Page 78
    ... types on-balance sheet and on a Managed Basis for the years ended December 31, 2009, 2008 and 2007. Total on-balance sheet loan charge-offs Years Ended December 31, 2009 2008 2007 Private Education Loans ...$876 FFELP loans ...79 Mortgage and consumer loans ...35 Total on-balance sheet loan charge...

  • Page 79
    .... Year Ended December 31, 2009 FFELP Private Total Internal lending brands and Lender Partners ...Other commitment clients ...Spot purchases ...Consolidations and clean-up calls of off-balance sheet securitized loans ...Capitalized interest, premiums and discounts ...Total on-balance sheet student...

  • Page 80
    Year Ended December 31, 2008 FFELP Private Total Internal lending brands and Lender Partners ...Other commitment clients ...Spot purchases ...Consolidations from third parties ...Consolidations and clean-up calls of off-balance sheet securitized loans ...Capitalized interest, premiums and discounts...

  • Page 81
    ... includes on-balance sheet asset information for our Lending business segment. December 31, 2009 2008 FFELP Stafford and Other Student Loans, net ...FFELP Stafford Loans Held-for-Sale ...FFELP Consolidation Loans, net ...Private Education Loans, net ...Other loans, net...Investments(1) ...Retained...

  • Page 82
    The following tables summarize our loan originations by type of loan and source. December 31, 2009 Years Ended December 31, 2008 December 31, 2007 Loan Originations - Internal lending brands Stafford...PLUS ...GradPLUS ...Total FFELP ...Private Education Loans ...Total ... $16,675 1,594 1,094 19,...

  • Page 83
    ... Stafford Loans but also includes federally guaranteed PLUS and HEAL Loans. Represents borrowers consolidating their loans into a new Consolidation Loan. Loans in our off-balance sheet securitization trusts that are consolidated are bought out of the trusts and moved on-balance sheet. Represents...

  • Page 84
    ...is primarily Stafford Loans but also includes federally guaranteed PLUS and HEAL Loans. Represents borrowers consolidating their loans into a new Consolidation Loan. Loans in our off-balance sheet securitization trusts that are consolidated are bought out of the trusts and moved on-balance sheet. As...

  • Page 85
    ...542) $124,153 Ending balance ...$35,726 Off-Balance Sheet Year Ended December 31, 2007 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...

  • Page 86
    ... of other income, net, for our Lending business segment for the years ended December 31, 2009, 2008 and 2007. Years Ended December 31, 2009 2008 2007 Gains on debt repurchases ...Gains (losses) on sales of loans and securities, net ...Late fees and forbearance fees ...Gains on sales of mortgages...

  • Page 87
    ... services and financings. Condensed Statements of Income The following tables include "Core Earnings" results of operations for our APG business segment. Purchased Paper - NonMortgage Year Ended December 31, 2009 Purchased Paper - Mortgage/ Contingency Properties & Other Total APG Contingency fee...

  • Page 88
    Purchased Paper - NonMortgage Year Ended December 31, 2008 Purchased Paper - Mortgage/ Contingency Properties & Other Total APG Contingency fee income ...Collections revenue ...Total income ...Restructuring expenses ...Operating expenses...Total expenses ...Net interest expense ...Income (loss) ...

  • Page 89
    ... in the fourth quarter of 2008 related to this sale as the net assets were held for sale and carried at the lower of its book basis and fair value as of December 31, 2008. The Company sold all of the assets in its Purchased Paper - Mortgage/Properties business in the fourth quarter of 2009 (which is...

  • Page 90
    ...compared to net income of $15 million for the year ended December 31, 2007. The Company sold all of the assets in its Purchased Paper - Mortgage/ Properties business in the fourth quarter of 2009 for $280 million. Because of the sale, the Purchased Paper - Mortgage/Properties business is required to...

  • Page 91
    ..., processing, account maintenance and guarantee fulfillment. In our Loan Servicing operating unit, we originate and service student loans on behalf of lenders, including ED, who are unrelated to SLM Corporation. In our Upromise operating unit, we provide 529 college-savings plan program management...

  • Page 92
    ... 50% USA Funds, the nation's largest guarantee agency, accounted for 86 percent, 85 percent and 86 percent, respectively, of guarantor servicing fees and 2 percent, 11 percent and 16 percent, respectively, of revenues associated with other products and services for the years ended December 31, 2009...

  • Page 93
    ... deferred guarantee account maintenance fee revenue related to a negotiated settlement with USA Funds, as well as a decrease in the account maintenance fees earned in 2008 due to the legislative changes effective October 1, 2007 as a result of CCRAA. Operating Expenses - Corporate and Other Business...

  • Page 94
    ... to use ED's Purchase and Participation Programs to fund future FFELP Stafford and PLUS Loan originations and to use deposits at Sallie Mae Bank and term asset-backed securities to fund Private Education Loan originations. We plan to use term asset-backed securities, assetbacked financing facilities...

  • Page 95
    ... of financing obtained under this facility is expected to be LIBOR plus 5.75 percent. In connection with this facility, we completed one Private Education Loan term ABS transaction totaling $1.5 billion in the first quarter of 2009. The net funding received under the asset-backed securities based...

  • Page 96
    ... and LIBOR plus 1.55 percent for the Private Education Loan facility, excluding upfront and unused commitment fees. All-in pricing on the 2008 ABCP Facilities varied based on usage. For the full year 2008, the combined, all-in cost of borrowings related to the 2008 Asset-Backed Financing Facilities...

  • Page 97
    ...and small business ABS at lower interest rate spreads. TALF was initiated on March 17, 2009 and currently provides investors who purchase eligible ABS with funding of up to five years. Eligible ABS include 'AAA' rated student loan ABS backed by FFELP and Private Education Loans first disbursed since...

  • Page 98
    ... and repayment of principal on unencumbered student loan assets and distributions from our securitization trusts (including servicing fees which have priority payments within the trusts), the liquidity facilities made available by ED, TALF, the 2010 Facility, the issuance of term ABS, term bank...

  • Page 99
    ..., of outstanding unencumbered FFELP loans, net. General corporate purposes primarily include originating Private Education Loans and repaying unsecured debt as it matures. (2) (3) (4) (5) (6) (7) In addition to the assets listed in the table above, we hold on-balance sheet a number of other...

  • Page 100
    ...Company requested redemption of all monies invested in The Fund prior to The Fund's announcement that it suspended distributions as a result of The Fund's exposure to Lehman Brothers Holdings Inc.'s bankruptcy filing and The Fund's net asset value being below one dollar per share. We were originally...

  • Page 101
    ... cash accounts. If the Company's credit ratings are downgraded from current levels, it may be required to segregate such collateral in restricted accounts. The table below highlights exposure related to our derivative counterparties at December 31, 2009. SLM Corporation Contracts On-Balance Sheet...

  • Page 102
    ... Average Balances 2009 Average Average Balance Rate Years Ended December 31, 2008 Average Average Balance Rate 2007 Average Average Balance Rate Unsecured borrowings ...Unsecured term bank deposits ...Indentured trusts (on-balance sheet) ...ED Participation Program facility (onbalance sheet) ...ED...

  • Page 103
    ... by major rating agencies as of February 26, 2010. Moody's S&P Fitch Short-term unsecured debt...Long-term senior unsecured debt ... Not Prime Ba1 A-3 BBB- F3 BBB- The table below presents our unsecured on-balance sheet funding by funding source for the years ended December 31, 2009 and 2008...

  • Page 104
    ... Program The following table summarizes our securitization activity for the years ended December 31, 2009, 2008 and 2007. Those securitizations listed as sales are off-balance sheet transactions and those listed as financings remain on-balance sheet. Years Ended December 31, 2009 2008 2007 Loan Loan...

  • Page 105
    ...Private Consolidation Education Loan (1) Loan Trusts Trusts Total Fair value of Residual Interests ...Underlying securitized loan balance ...Weighted average life ...Prepayment speed (annual rate)(2) Interim status ...Repayment status ...Life of loan - repayment status ...Expected remaining credit...

  • Page 106
    ....) December 31, 2009 December 31, 2008 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 107
    ... the difference in the timing of Embedded Floor Income recognition for offbalance sheet student loans and the unrealized fair value adjustments. The Company recorded net unrealized mark-to-market losses of $330 million, $425 million and $24 million in the years ended December 31, 2009, 2008 and 2007...

  • Page 108
    ...in the consolidated balance sheet. Timing of obligations is estimated based on the Company's current projection of prepayment speeds of the securitized assets. Includes $8.8 billion of 2008 Asset-Backed Financing Facilities. On December 31, 2009, ABCP borrowings were reclassified to long-term as the...

  • Page 109
    ... the years ended December 31, 2009 and 2008, respectively. For additional information, see Note 19, "Income Taxes," to the consolidated financial statements. OFF-BALANCE SHEET LENDING ARRANGEMENTS We have issued lending-related financial instruments, including lines of credit, to meet the financing...

  • Page 110
    ... levels due to changes in our business operations or unanticipated events. Sources of liquidity include wholesale market-based funding, temporary federal government programs and deposits at Sallie Mae Bank. The Finance Committee of the Board of Directors is responsible for approving the Company...

  • Page 111
    ... periods of time and are estimated using sophisticated portfolio modeling, credit scoring and decision support tools to project credit losses. Potential credit losses are considered in our risk-based pricing model. The performance of the Private Education Loan portfolio may be affected by borrowers...

  • Page 112
    ... based on the prior quarter student loan commercial paper index. Funding consists of auction rate securities, the 2008 ABCP Facilities and the ED Conduit Program facility. Assets include restricted and non-restricted cash equivalents and other overnight type instruments. Assets include receivables...

  • Page 113
    ... of ED Participation Program facility which resets based on the prior quarter student loan commercial paper index. Funding includes $1.4 billion of auction rate securities. Funding consists of auction rate securities, the 2008 ABCP Facilities and the ED Conduit Program facility. Assets include...

  • Page 114
    ...31, 2009 On-Balance Sheet Managed (Averages in Years) Earning assets Student loans ...Other loans ...Cash and investments ...Total earning assets ...Borrowings Short-term borrowings ...Long-term borrowings ...Total borrowings ... 7.9 6.4 .1 7.3 .5 6.6 5.4 7.9 6.4 .1 7.3 .5 6.7 5.7 Long-term debt...

  • Page 115
    ...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 116
    ... dividends for the year of approximately $53 million. The closing price of the Company's common stock on December 31, 2009 was $11.27. RECENTLY ISSUED ACCOUNTING STANDARDS See Note 2, "Significant Accounting Policies - Recently Issued Accounting Standards." to the consolidated financial statements...

  • Page 117
    ... long-term interest rates increased. See Note 8, "Student Loan Securitization," to the consolidated financial statements which details the potential decrease to the fair value of the Residual Interest that could occur under the referenced interest rate environment. Year Ended December 31, 2009 Asset...

  • Page 118
    ... in 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 years ended December 31, 2009 and 2008, certain FFELP loans were earning Floor Income and...

  • Page 119
    .... As it relates to 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 currency denominated debt payments (fixed and floating) to U.S. dollar LIBOR using a fixed...

  • Page 120
    ... time periods specified in the SEC's rules and forms and (b) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting...

  • Page 121
    ...Business Conduct" of our 2010 Proxy Statement is incorporated by reference in this section. The information regarding the Company's process regarding nominees to the board of directors and the identification of the "audit committee financial experts" set forth under the caption "Corporate Governance...

  • Page 122
    ...the Company's Current Report on Form 8-K filed on August 6, 2008. Board of Directors Stock Option Plan (Incorporated by reference to the "Company" Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 10, 1998.†SLM Holding Corporation Management...

  • Page 123
    ...Corporation Incentive Plan Performance Stock Term Sheet "Core" Net Income Target, incorporated by reference to Exhibit 10.25 of the Company's Annual Report on Form 10-K filed on March 9, 2006.†Stock Option Agreement SLM Corporation incentive Plan Net-Settled, Price-Vested Options - 1 year minimum...

  • Page 124
    ... of New York Mellon Trust Company, National Association; and Sallie Mae, Inc., incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on August 5,2009. Schedule of Contracts Substantially Identical to Exhibit 10.3 in all Material Respects:. Town Center Funding...

  • Page 125
    ...Act of 2003 (Filed Form 10-K). Section 1350, as Adopted Pursuant to Section 906 of the with the Securities and Exchange Commission with this Section 1350, as Adopted Pursuant to Section 906 of the with the Securities and Exchange Commission with this †Management Contract or Compensatory Plan or...

  • Page 126
    ... duly authorized. Dated: February 26, 2010 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 persons on behalf of...

  • Page 127
    Signature Title Date /s/ HOWARD H. NEWMAN Howard H. Newman /s/ A. ALEXANDER PORTER, JR. A. Alexander Porter, Jr. /s/ FRANK C. PULEO Frank C. Puleo Director February 26, 2010 Director February 26, 2010 Director February 26, ...

  • Page 128
    ...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 129
    ... 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, 2009, our internal control over financial reporting is effective. PricewaterhouseCoopers LLP, an independent registered public...

  • Page 130
    ...on these financial 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...

  • Page 131
    ..., 2008 Assets FFELP Stafford and Other Student Loans (net of allowance for losses of $104,219 and $90,906, respectively) ...FFELP Stafford Loans Held-for-Sale ...FFELP Consolidation Loans (net of allowance for losses of $56,949 and $46,637, respectively) ...Private Education Loans (net of allowance...

  • Page 132
    SLM CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Years Ended December 31, 2009 2008 2007 Interest income: FFELP Stafford and Other Student Loans ...FFELP Consolidation Loans ...Private Education Loans ...Other loans ...Cash and investments ...Total interest...

  • Page 133
    ... dividend ...Issuance of common shares ...Issuance of preferred shares ...Tax benefit related to employee stock option and purchase plans ...Stock-based compensation cost . . Cumulative effect of accounting change ...Repurchase of common shares: Open market repurchases ...Equity forward settlement...

  • Page 134
    ... shares ...Conversion of preferred shares...Tax benefit related to employee stock option and purchase plans ...Stock-based compensation cost ...Cumulative effect of accounting change ...Repurchase of common shares: Benefit plans ...Acquisition of noncontrolling interest in Purchased Paper business...

  • Page 135
    ... of preferred shares ...Tax benefit related to employee stock option and purchase plans ...Stock-based compensation cost ...Repurchase of common shares: Benefit plans ...Sale of international Purchased Paper - Non-Mortgage business . . Noncontrolling interest - other ... Balance at December 31, 2009...

  • Page 136
    ... trust - repaid ...Asset-backed commercial paper conduits, net ...ED Participation Program, net...ED Conduit Program facility, net ...Other short-term borrowings issued ...Other short-term borrowings repaid ...Other long-term borrowings issued ...Other long-term borrowings repaid ...Other financing...

  • Page 137
    ... 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. The Company has expanded into a number of fee-based businesses, most notably its Asset...

  • Page 138
    ... and cost effective program that better serves students, schools, ED and taxpayers. 2. Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of SLM Corporation and its majority-owned and controlled subsidiaries and those Variable Interest Entities...

  • Page 139
    ... developed based on the best information available. However, significant judgment is required by management in developing the inputs. Loans Loans, consisting of federally insured student loans, Private Education Loans, student loan participations, lines of credit, academic facilities financings, and...

  • Page 140
    ... intent to sell such loans to ED under the Purchase Program due to the current environment in the capital markets. These loans are included in the "FFELP Stafford Held-for-Sale Loans" line on the consolidated balance sheets. Student Loan Income The Company recognizes student loan interest income as...

  • Page 141
    ... risk characteristics based on loan program type, loan status (in-school, grace, forbearance, repayment, and delinquency), underwriting criteria (FICO scores), and existence or absence of a cosigner. As noted above, the Company uses historical experience of borrower default behavior and charge-offs...

  • Page 142
    ...the reporting date. The Company divides the portfolio into categories of similar risk characteristics based on loan program type, school type and loan status. The Company then applies the default rate projections, net of applicable Risk Sharing, to each category for the current period to perform its...

  • Page 143
    ... of timing differences between when principal and interest is collected on the trust assets and when principal and interest is paid on trust liabilities. 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...

  • Page 144
    ... in other assets. Interest Expense Interest expense is based upon contractual interest rates adjusted for the amortization of debt issuance costs and premiums and the accretion of discounts. The Company's interest expense may also be adjusted for net payments/receipts related to interest rate and...

  • Page 145
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 2. Significant Accounting Policies (Continued) Participation Program facility were accounted for as on-balance sheet secured borrowings under ASC 860 as the trusts were...

  • Page 146
    ... time to time, exercised its options to purchase delinquent loans from Private Education Loan trusts, to purchase the remaining loans from trusts once the loan balance falls below 10 percent of the original amount, or to call rate reset notes. The Company has not provided any financial support to...

  • Page 147
    ...time of the sale of the student loans and each subsequent quarter. This estimate is based on an option valuation and 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...

  • Page 148
    ... 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 net settlement...

  • Page 149
    ... 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 has purchased delinquent and charged-off receivables on...

  • Page 150
    ...the years ended December 31, 2009 and 2008, respectively, as discussed in Note 20, "Segment Reporting." Net interest income earned, less any impairments recognized, on the purchased portfolios is recorded as collection revenue in the consolidated statements of income. When mortgage loans default and...

  • Page 151
    ... method of accounting provided and no compensation cost related to its stock option grants was recognized in its consolidated statements of income. ASC 718 requires that the excess tax benefits from tax deductions on the exercise of share-based payments exceeding the deferred tax assets from the...

  • Page 152
    ... tax laws change, deferred tax assets and liabilities are adjusted in the period that the tax change is enacted. "Income tax expense/(benefit)" includes (i) deferred tax expense/(benefit), which represents the net change in the deferred tax asset or liability balance during the year plus any change...

  • Page 153
    ... Company's restricted cash balances primarily relate to on-balance sheet securitizations. This balance is primarily the result 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...

  • Page 154
    ... the consolidated balance sheet and the Company consolidated $35.0 billion of assets ($32.6 billion of which are student loans, net of a $550 million allowance for loan loss) and $34.4 billion of liabilities (primarily trust debt), which resulted in an approximate $0.7 billion after-tax reduction of...

  • Page 155
    ...which the Company obtains control of one or more businesses. The ASC topic update applies prospectively to business combinations for which the acquisition date is on or after the beginning of the reporting period beginning on or after December 15, 2008, which for the Company was January 1, 2009. The...

  • Page 156
    ... a period of time based on need, during which time the borrower is not considered to be in repayment. Interest continues to accrue on loans in the in-school, deferment and forbearance period. FFELP loans obligate the borrower to pay interest at a stated fixed rate or a variable rate reset annually...

  • Page 157
    ...of loans and securities, net" in the consolidated statements of income. In addition to FFELP loan programs, which place statutory limits on per year and total borrowing, the Company offers a variety of Private Education Loans. Private Education Loans for post-secondary education and loans for career...

  • Page 158
    ... month period. At December 31, 2009, approximately $181 million face amount had qualified for the program and are currently receiving a reduction in their interest rate. The Company may charge the borrower fees on certain Private Education Loans, either at origination, when the loan enters repayment...

  • Page 159
    ...Company's student loan portfolio by program. December 31, 2009 Ending Balance % of Balance Year Ended December 31, 2009 Average Effective Average Interest Balance Rate FFELP Stafford and Other Student Loans, net(1) ...$ 52,674,588 FFELP Consolidation Loans, net ...68,378,560 Private Education Loans...

  • Page 160
    .... Prior to 2009 this program was not offered. As of December 31, 2009, $181 million face amount of loans were currently receiving a reduction in their interest rate under this program. Ending total loans represents gross Private Education Loans, plus the receivable for partially charged-off loans...

  • Page 161
    ...'s Private Education Loan delinquency trends as of December 31, 2009, 2008 and 2007. December 31, 2009 Balance (Dollars in millions) % 2008 Balance % 2007 Balance % Loans in-school/grace/deferment (1) ...Loans in forbearance(2) ...Loans in repayment and percentage of each status: Loans current...

  • Page 162
    ...$ 65,289,865 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 with legislative changes. As of December 31, 2009, 50 percent of the on-balance sheet FFELP loan portfolio was subject to...

  • Page 163
    ... attending school or engaging in other permitted educational activities and are not yet required to make payments on the loans, e.g., residency periods for medical students or a grace period for bar exam preparation, as well as, loans for borrowers who have requested extension of grace period during...

  • Page 164
    ... December 31, 2009 Gross Gross Unrealized Unrealized Gains Losses Fair Value Investments Available-for-sale U.S. Treasury securities and other U.S. government agency obligations ...$ 272 Other securities: Asset-backed securities...110,336 Commercial paper and asset-backed commercial paper ...1,149...

  • Page 165
    ... cash and investments on the balance sheet), respectively, of available-for-sale investment securities were pledged as collateral. The Company sold available-for-sale securities with a fair value of $100 million, $457 million and $73 million for the years ended December 31, 2009, 2008, and 2007...

  • Page 166
    ... $97 million, respectively. The Company received $32 million from The Reserve Primary Fund on January 29, 2010. 6. Goodwill and Acquired Intangible Assets Goodwill All acquisitions must be assigned to a reporting unit or units. A reporting unit is the same as or one level below an operating segment...

  • Page 167
    ...been working with members of Congress to enhance SAFRA to allow students and schools to continue to choose their loan originator and to require servicers to share in the risk of loan default. The Company believes that maintaining competition in the student loan programs and requiring participants to...

  • Page 168
    ...minority interests in publicly traded guideline companies, consideration is given to the line of business and the operating performance of the comparable companies versus the reporting unit being tested. Given current market conditions, the lack of recent sales or offerings in the market and the low...

  • Page 169
    ... would eliminate the FFELP and require all federally funded students loans to be originated through the DSLP, to a high of $12.00 in December 2009. At September 30 and December 31, 2009, the Company's stock price was $8.72 and $11.27, respectively. Based on these share prices as of September 30 and...

  • Page 170
    ... company that purchased charged off debt and performed 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...

  • Page 171
    ...NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 6. Goodwill and Acquired Intangible Assets (Continued) Acquired Intangible Assets Acquired intangible assets include the following: Average Amortization Period (Dollars in...

  • Page 172
    ...in the Lending reportable segment. 7. Borrowings Borrowings consist of secured borrowings issued through the Company's securitization program, borrowings through secured facilities and participation programs, unsecured notes issued by the Company, term and demand deposits at Sallie Mae Bank, and as...

  • Page 173
    ...Long Term Total Unsecured borrowings ...$ 5,185 $ 22,797 Unsecured term bank deposits ...842 4,795 ED Participation Program facility ...9,006 - ED Conduit Program facility ...14,314 - 2008 Asset-Backed Financing Facilities(1) ...- 8,801 On-balance sheet securitizations. . - 89,200 Indentured trusts...

  • Page 174
    ... related average balances and weighted average interest rates during the periods. December 31, 2009 Weighted Average Ending Balance Interest Rate Year Ended December 31, 2009 Weighted Average Average Balance Interest Rate Unsecured term bank deposits ...ABCP borrowings ...ED Participation Program...

  • Page 175
    ... summarize outstanding long-term borrowings (secured and unsecured) at December 31, 2009 and 2008, the weighted average interest rates at the end of the periods, and the related average balances during the periods. December 31, 2009 Weighted Average Interest Ending (1) Rate(2) Balance Year Ended...

  • Page 176
    ... CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 7. Borrowings (Continued) December 31, 2008 Weighted Average Interest Ending (1) Rate(2) Balance Year Ended December 31, 2008 Average Balance Floating rate...

  • Page 177
    ...paydowns based on the Company's current estimates regarding loan prepayment speeds. The projected principal paydowns in year 2010 include $6.9 billion related to the on-balance sheet securitization trust debt. Secured Borrowings Variable Interest Entities ("VIEs") are required to be consolidated by...

  • Page 178
    ... Long Term Total Carrying Amount of Assets Securing Debt Outstanding Loans Cash Other Assets Total Total ...$23,384 December 31, 2008 (Dollars in millions) Debt Outstanding Short Term Secured Borrowings: ED Participation Program ...$ 7,365 2008 Asset-Backed Financing Facilities ...On-balance sheet...

  • Page 179
    ... increasing from LIBOR plus 250 basis points to 550 basis points over the 90 day period. The other terms of the facilities remained materially unchanged. The maximum amount the Company could borrow under the 2008 FFELP ABCP Facility was limited based on certain factors, including market conditions...

  • Page 180
    ... quarter commercial paper rate plus 0.50 percent on the principal amount of participation interests outstanding. Under the terms of the Participation Program, on September 30, 2010, AY 2009-2010 loans funded under the Participation Program must be either repurchased by the Company or sold to ED...

  • Page 181
    ... facility is expected to be LIBOR plus 5.75 percent. In connection with this facility, the Company completed one Private Education Loan term ABS transaction totaling $1.5 billion in the first quarter of 2009. The net funding received under the asset-backed securities based facility for this issuance...

  • Page 182
    ... of student loans guaranteed under the Higher Education Act. The bonds are limited obligations of the Company and are secured by and payable from payments associated with the underlying secured loans. Federal Home Loan Bank in Des Moines On January 15, 2010, HICA Education Loan Corporation...

  • Page 183
    ... the bonds backed by the student loans. Securitization Activity The following table summarizes the Company's securitization activity for the years ended December 31, 2009, 2008 and 2007. Those securitizations listed as sales are off-balance sheet transactions and those listed as financings remain on...

  • Page 184
    ... of the outstanding securitized loan balance related to its FFELP Stafford, FFELP Consolidation Loan and Private Education Loan securitizations, respectively. Under the terms of the securitizations, the transaction documents require that the Company reimburse the trusts for any borrower benefits...

  • Page 185
    ..., 2009 Private Consolidation Education Loan (1) Loan Trusts Trusts Total Fair value of Residual Interests ...Underlying securitized loan balance ...Weighted average life ...Prepayment speed (annual rate)(2) ...Interim status ...Repayment status ...Life of loan - repayment status ...Expected credit...

  • Page 186
    ... in the market as of December 31, 2008. This discount rate was applied to the projected cash flows to arrive at a fair value representative of the then current economic conditions. The Company increased the risk premium by 1,550 basis points and 390 basis points for Private Education Loans and FFELP...

  • Page 187
    .... Year Ended December 31, 2009 FFELP FFELP Stafford/PLUS Consolidation Private Education (5) Loan Trusts(5) Loan Trusts Loan Trusts(5) (Dollars in millions) Fair value of Residual Interest ...Weighted-average life ...Prepayment speed assumptions(2) Interim status ...Repayment status ...Life of loan...

  • Page 188
    ... servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due. (2) (3) The following table summarizes charge-off activity for Private Education Loans in the off-balance sheet trusts for the years ended December 31, 2009...

  • Page 189
    ... entering into transactions with highly rated counterparties that are reviewed regularly by the Company's Credit Department. The Company also maintains a policy of requiring that all derivative contracts be governed by an International Swaps and Derivative Association Master Agreement. Depending on...

  • Page 190
    ... interest 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, prior to 2008, the Company used equity forward contracts based on the Company's stock...

  • Page 191
    ...up to 14 years with a pay rate indexed to 91-day Treasury bill, 3-month commercial paper, 52-week Treasury bill, LIBOR, Prime, or 1-year constant maturity Treasury rates. The specific terms and notional amounts of the swaps are determined based on management's review of its asset/liability structure...

  • Page 192
    ...derivatives in asset-backed financings. The embedded derivatives are required to be accounted for as derivatives. The following table reconciles gross positions without the impact of master netting agreements to the balance sheet classification: Other Assets December 31, December 31, 2009 2008 Gross...

  • Page 193
    ...derivatives bifurcated from on-balance sheet securitization debt, as well as embedded derivatives in the asset-backed financings discussed in footnote 2 to the table above. Impact of Derivatives on Consolidated Statements of Income Unrealized Gain (Loss) on Derivatives(1)(2) 2009 2008 2007 Realized...

  • Page 194
    ...) (Dollars in thousands, except per share amounts, unless otherwise stated) 9. Derivative Financial Instruments (Continued) Years Ended December 31, 2009 2008 2007 Impact of Derivatives on Consolidated Statements of Changes in Stockholders' Equity (net of tax) (Dollars in millions) Total gains...

  • Page 195
    ...the Company's other assets at December 31, 2009 and 2008. December 31, 2009 Ending % of Balance Balance December 31, 2008 Ending % of Balance Balance Derivatives at fair value ...Accrued interest receivable ...Income tax asset, net current and deferred ...APG purchased paper related receivables and...

  • Page 196
    ... 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 197
    ... on the Company's year-end balance sheet reflect the shares issued in the public offerings and the physical settlement of the equity forward contract. As of December 31, 2007, the 44 million shares under this equity forward contract are reflected in treasury stock. The Company paid Citibank the...

  • Page 198
    ...'s year-end balance sheet reflect the physical settlement of the equity forward contract. At December 31, 2007, the 44 million shares under this equity forward contract were reflected in treasury stock. Shares withheld from stock option exercises and vesting of restricted stock for employees' tax...

  • Page 199
    ...-tax change in unrealized gains and losses on investments, unrealized gains and losses on derivatives, and defined benefit pension plans. The following table presents the cumulative balances of the components of other comprehensive income for the years ended December 31, 2009, 2008 and 2007. 2009...

  • Page 200
    ... upon the Company's stock price at that time. These instruments were anti-dilutive for the years ended December 31, 2009, 2008 and 2007. Includes the potential dilutive effect of additional common shares that are issuable upon exercise of outstanding stock options, non-vested deferred compensation...

  • Page 201
    ... of 2.1 years. Stock Options The maximum term for stock options is 10 years and the exercise price must be equal to or greater than the market price of the Company's common stock on the grant date. The Company has granted time-vested, price-vested and performance-vested options to its employees and...

  • Page 202
    ...annual dividend payment per share based on the dividend amount at the grant date, divided by the stock price at the grant date. As of December 31, 2009, there was $32 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period...

  • Page 203
    ... FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 13. Stock-Based Compensation Plans and Arrangements (Continued) The following table summarizes restricted stock activity for the year ended December 31, 2009. Weighted Average Grant Date...

  • Page 204
    ... yield is based on the projected annual dividend payment per share based on the current dividend amount at the grant date divided by the stock price at the grant date. The weighted average fair value of the stock purchase rights of the ESPP offerings for the years ended December 31, 2009, 2008 and...

  • Page 205
    ... savings by consumers who are members of this program by encouraging them to purchase goods and services from the companies that participate in the program ("Participating Companies"). Participating Companies generally pay Upromise transaction fees based on member purchase volume, either online...

  • Page 206
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 15. Restructuring Activities (Continued) The following table summarizes the restructuring expenses incurred to date. Years Ended December 31, 2009 2008 ...

  • Page 207
    ... developed based on the best information available; however, significant judgment is required by management in developing the inputs. Student Loans The Company's FFELP loans and Private Education Loans are accounted for at cost or at the lower of cost or market if the loan is held-for-sale; however...

  • Page 208
    ... through standard bond pricing models using observable market yield curves adjusted for credit and liquidity spreads. The fair value of investments in Commercial Paper, Asset Backed Commercial Paper, or Demand Deposits that have a remaining term of less than 90 days when purchased are estimated at...

  • Page 209
    ... the fair value and require significant judgment. These unobservable inputs are internally determined based upon analysis of historical data and expected industry trends. On a quarterly basis the Company back tests its prepayment speed, default rates and costs of funds assumptions by comparing those...

  • Page 210
    ...At December 31, 2009 and 2008, the Company had $0 and $462 million (fair value), respectively, of financial instruments recorded on its balance sheet at fair value on a non-recurring basis. The 2008 amount related to FFELP Stafford Loans held-for-sale under one of the ED loan purchase programs. F-83

  • Page 211
    ...share amounts, unless otherwise stated) 16. Fair Value Measurements (Continued) The following table summarizes the change in balance sheet carrying value associated with Level 3 financial instruments carried at fair value on a recurring basis during the years ended December 31, 2009 and 2008. Years...

  • Page 212
    ... 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 213
    ...investments in Sallie Mae stock ("401K Class Period"). The complaint alleges breaches of fiduciary duties and prohibited transactions in violation of the Employee Retirement Income Security Act arising out of alleged false and misleading public statements regarding the Company's business made during...

  • Page 214
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 17. Commitments, Contingencies and Guarantees (Continued) OIG Investigation On August 3, 2009, the Company received the final audit report of ED's Office ...

  • Page 215
    ... credits were allocated each payroll period based on a percentage of the participant's compensation for the current pay period. The applicable percentage was 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 216
    ... plan benefit obligations, fair value of assets, and other comprehensive income for the years ended December 31, 2009 and 2008, respectively, based on a December 31 measurement date: December 31, 2009 2008 Change in benefit obligation Projected benefit obligation at beginning of year Service...

  • Page 217
    ... employees is significantly curtailed. This special accounting requires an accelerated recognition of unrecognized gains or losses and unrecognized prior service costs, creating adjustments to the pension expense. During the years ended December 31, 2009 and 2008, the Company recorded net settlement...

  • Page 218
    ... and expense through the use of various assumptions including discount rate, expected return on plan assets, salary increases, employee turnover rates and mortality assumptions. The year-end discount rate was selected based on a modeling process intended to match expected cash flows from the...

  • Page 219
    ... were matched 100 percent by the Company after one year of service and certain eligible employees received a 2 percent core employer contribution. The Sallie Mae 401(k) Retirement Savings Plan covers substantially all employees of Asset Performance Group, and after August 1, 2007, the Retirement...

  • Page 220
    ... a valuation allowance against tax attributes generated as a result of the sale of the assets in its Purchased Paper - Mortgage/Properties business for the year ended December 31, 2009, and due to the impact of state taxes, net of federal benefit, for the years ended December 31, 2009, 2008 and 2007...

  • Page 221
    ... STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 19. Income Taxes (Continued) Income tax expense for the years ended December 31, 2009, 2008, and 2007 consists of: 2009 December 31, 2008 2007 Continuing operations current provision/benefit: Federal...

  • Page 222
    ... 31, 2009 2008 Deferred tax assets: Loan reserves ...Market value adjustments on student loans, investments and derivatives ...Deferred revenue ...Stock-based compensation plans ...Accrued expenses not currently deductible ...Purchased paper impairments ...Operating loss and credit carryovers...

  • Page 223
    ... of the Company's income tax returns. New information was received from the IRS during the first quarter as part of the IRS examination of the Company's 2005 and 2006 U.S. federal income tax returns, and the IRS issued a Revenue Agent's Report ("RAR") during the second quarter of 2009 ultimately...

  • Page 224
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 19. Income Taxes (Continued) Reasonably Possible Significant Increases/Decreases within Twelve Months The IRS issued a Revenue Agent's Report ("RAR") during the second quarter...

  • Page 225
    ... types: (1) those that are designed to bridge the gap between the cost of higher education and the amount financed through either capped federally insured loans or the borrowers' resources, and (2) those that are used to meet the needs of students in alternative learning programs such as career...

  • Page 226
    ... table includes asset information for the Company's Lending business segment. December 31, 2009 2008 FFELP Stafford and Other Student Loans, net ...FFELP Stafford Loans Held-for-Sale ...FFELP Consolidation Loans, net ...Private Education Loans, net ...Other loans, net ...Cash and investments...

  • Page 227
    ...compared to net income of $15 million for the year ended December 31, 2007. The Company sold all of the assets in its Purchased Paper - Mortgage/ Properties business in the fourth quarter of 2009 for $280 million. Because of the sale, the Purchased Paper - Mortgage/Properties business is required to...

  • Page 228
    ... by management to develop the Company's financial plans, track results, and establish corporate performance targets and incentive compensation. Management believes this information provides additional insight into the financial performance of the core business activities of its operating segments...

  • Page 229
    ...$ 324 Economic Floor Income (net of tax) not included in "Core Earnings" ...(1) (2) Income taxes are based on a percentage of net income before tax for the individual reportable segment. "Core Earnings" adjustments to GAAP: Year Ended December 31, 2009 Net Impact of Securitization Accounting $(965...

  • Page 230
    ...20. Segment Reporting (Continued) Lending (Dollars in millions) APG Year Ended December 31, 2008 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 231
    ...20. Segment Reporting (Continued) Lending (Dollars in millions) APG Year Ended December 31, 2007 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 232
    ...Fixed Rate Floor Income. Acquired Intangibles: The Company excludes goodwill and intangible impairment and amortization of acquired intangibles. Net Tax Effect: Such tax effect is based upon the Company's "Core Earnings" effective tax rate for the year. The net tax effect for the year ended December...

  • Page 233
    ...FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 21. Discontinued Operations In the fourth quarter of 2009, the Company sold all of the assets in its Purchased Paper - Mortgage/ Properties business for $280 million, resulting in an after-tax...

  • Page 234
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 22. Quarterly Financial Information (unaudited) 2009 First Quarter Second Quarter Third Quarter Fourth Quarter Net interest income ...$215,063 Less: provisions for loan losses...

  • Page 235
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 22. Quarterly Financial Information (unaudited) (Continued) 2008 First Quarter Second Quarter Third Quarter Fourth Quarter Net interest income ...$ 276,...

  • Page 236
    ...end of the academic period; • false certification of the borrower's eligibility for the loan by the school; 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...

  • Page 237
    ... 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 the borrower pays...

  • Page 238
    ... Exceptional Performers from 100 percent to 99 percent. • Repeals in-school consolidation, spousal consolidation, reconsolidation, and aligns loan consolidation terms in the FFELP and DSLP. • Mandates the deposit of a one percent federal default fee into a guaranty agency's Federal Fund, which...

  • Page 239
    ...certain public service jobs who make 120 monthly payments. • Expands the 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 for parent PLUS Loans and Consolidation Loans...

  • Page 240
    ... to plans the lender must offer (except for parent PLUS Loans and Consolidation Loans that discharged such loans) and adds income-based repayment for FFELP borrowers to repay defaulted loans to ED. • Permits borrower eligibility for in-school deferment to be based on National Student Loan Data...

  • Page 241
    ... other ED amendments were made to the FFELP regulations on October 29, 2009. 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...

  • Page 242
    ...-School, Grace or Deferment 2.80% for Stafford Loans that are in Repayment 3.10% for PLUS, SLS and 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...

  • Page 243
    ... for: • federal reinsurance of Stafford Loans made by eligible lenders to qualified students; • federal interest subsidy payments on Subsidized Stafford Loans paid by ED to holders of the loans in lieu of the borrowers' making interest payments during in-school, grace and deferment periods; and...

  • Page 244
    ... 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 be fixed or variable. Variable rates are reset annually each July 1 based on the bond equivalent rate of 91-day...

  • Page 245
    ..., 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 246
    ... income-based repayment plan on July 1, 2009 that a student borrower may elect during a period of partial financial hardship and have annual payments that do not exceed 15% of the amount by which adjusted gross income exceeds 150% of the poverty line. The Secretary repays or cancels any outstanding...

  • Page 247
    ... 1993 are limited only to the difference between the cost of the student's education and other financial aid received, including scholarship, grants and other student loans. Interest. The interest rate for a PLUS or SLS Loan depends on the date of disbursement and period of enrollment. The interest...

  • Page 248
    ... for the in-school period and the 6-month post enrollment period. 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 Loans. Consolidation Loan Program The HEA also...

  • Page 249
    ... July 1, 2009) repayment plans, and loans are repaid over periods determined by the sum of the Consolidation Loan and the amount of the borrower's other eligible student loans outstanding. The maximum maturity schedule is 30 years for indebtedness of $60,000 or more. Guarantee Agencies under the...

  • Page 250
    ... borrower; and disburse the loan proceeds as required. After the loan is made, the 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...

  • Page 251
    ... 1, 2006) ...Loan Processing and Issuance Fee ...Account Maintenance Fee ... Default Aversion Fee ... Collection Retention ... Up to 1% of the principal amount guaranteed, withheld from the proceeds of each loan disbursement. .4% of the principal amount guaranteed in each fiscal year, paid by ED .10...

  • Page 252
    ... 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 received between...

  • Page 253
    ... 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 long as it remains in compliance with the required servicing standards, which are assessed on an annual and quarterly...

  • Page 254
    ... each quarter the Company must record the change in fair value of these contracts through income. Gross Floor Income - Floor Income earned before payments on Floor Income Contracts. Guarantor(s) - State agencies or non-profit companies that guarantee (or insure) FFELP loans made by eligible lenders...

  • Page 255
    ...'s Private Education Loan business, the Company uses the term "nontraditional loans" to describe education loans made to certain borrowers that have or are expected to have a high default rate as a result of a number of factors, including having a lower tier credit rating, low program completion and...

  • Page 256
    ...rates (91-day Treasury bill rate or commercial paper) in a calendar quarter, plus a fixed spread that is dependent upon when the loan was originated and the loan's repayment status. If the resulting floating rate exceeds the borrower rate, ED pays the difference directly to the Company. This payment...