Sallie Mae 2010 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, 2010 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, 2010 was $5.0 billion (based on closing sale price of $10.39
per share as reported for the New York Stock Exchange — Composite Transactions).
As of January 31, 2011, there were 526,909,601 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 19, 2011 are incorporated by reference
into Part III of this Report.

Table of contents

  • Page 1
    ... shell company (as defined in Rule 12b-2 of the Exchange Act). Yes n No ¥ The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2010 was $5.0 billion (based on closing sale price of $10.39 per share as reported for the New York Stock Exchange - Composite...

  • Page 2
    ... the rate relationships among relevant money-market instruments and those of our earning assets versus our funding arrangements; changes in general economic conditions; and changes in the demand for debt management services. The preparation of our consolidated financial statements also requires...

  • Page 3
    ... was formed in 1972 as the Student Loan Marketing Association, a federally chartered government sponsored enterprise ("GSE"), with the goal of furthering access to higher education by providing liquidity to the student loan marketplace. On December 29, 2004, we completed the privatization process...

  • Page 4
    ...current income, grants, scholarships, and federally guaranteed and private education loans. Due to an increase in federal loan limits that took effect in 2007 and 2008, we have seen a substantial increase in borrowing from federal loan programs in recent years. In the Academic Year ("AY") that ended...

  • Page 5
    ... as by market share gains. Rising enrollment and college costs and increases in borrowing limits have caused the federal student loan market to grow at a 10-year annual growth rate of 8.6 percent. According to the College Board, tuition and fees at four-year public institutions and four-year private...

  • Page 6
    ... average tuition and fee growth for four-year public and private colleges and universities. Historical and Projected Enrollment (in millions) 24 20 17.8 19.1 18.2 19.5 19.6 19.7 19.9 20.2 20.7 21.1 21.4 21.8 22.1 22.4 16 12 8 4 0 2006 2009 2012 2015 2018 Source: National Center for Education...

  • Page 7
    ... multi-year asset-backed commercial paper ("ABCP") facility and Federal Home Loan Bank in Des Moines facility ("FHLB-DM"). The remainder was funded with unsecured debt. As a result of the long-term funding used in the FFELP Loan portfolio and the government guarantees provided on the loans, the net...

  • Page 8
    ... solutions designed to help campus business offices increase their services to students and families. The product suite includes electronic billing, collection, payment and refund services plus full tuition payment plan administration. In 2010, we generated servicing revenue from over 1,100 schools...

  • Page 9
    ... at the option of ED. We compete for Direct Loan servicing volume from ED with the three other servicing companies with whom we share the contract. The contract has four years remaining. Account allocations are awarded annually based on each company's performance on five different metrics: defaulted...

  • Page 10
    ... ombudsman structure currently in place for federally guaranteed student loans. The Act also requires the Bureau's director and the Secretary of Education to submit a report to Congress on the second anniversary of enactment on private education loans and private education lenders. In addition, the...

  • Page 11
    ... that are applicable to our business include: • the Truth-In-Lending Act; • the Fair Credit Reporting Act; • the Equal Credit Opportunity Act; • the Gramm-Leach-Bliley Act; and • the U.S. Bankruptcy Code. Our Business Services segment's debt collection and receivables management activities...

  • Page 12
    ... markets were to increase or continue for a prolonged period of time. During 2010, we funded Private Education Loan originations primarily through term brokered and retail deposits raised by the Bank. Assets funded in this manner result in re-financing risk because the average term of the deposits...

  • Page 13
    ... in demand for consumer credit and credit quality could adversely be affected. Higher credit-related losses and weaker credit quality could negatively affect our business, financial condition and results of operations and limit funding options, including capital markets activity, which could also...

  • Page 14
    ... the rate at which borrowers might otherwise have moved certain FFELP Loans to ED and our future estimated cash flows and profitability from our FFELP Loan portfolios could be detrimentally affected. Likewise, additional restrictions or requirements imposed on private student lending could increase...

  • Page 15
    ... demand for higher education loans decreases, our private credit lending business could be negatively affected. In addition, the federal government, through the DSLP, poses significant competition to our private credit loan products. If loan limits under the DSLP increase, as they did in late 2007...

  • Page 16
    In addition to the credit risk associated with our education loan customers, we are also subject to the creditworthiness of other third parties, including counterparties to our derivative transactions. For example, we have exposure to the financial condition of various lending, investment and ...

  • Page 17
    ... effect the Act or required examinations of the private education loan market could have on our operations or those of our subsidiaries, such as the Bank, at this time. It is likely, however, that operational expenses will increase if new or additional compliance requirements are imposed on our...

  • Page 18
    ... Offices Sallie Mae - Operations Center Collections Center Upromise GRC Headquarters and Collections Center Collections Center Pioneer Credit Recovery - Collections Center N/A Upromise and Campus Payment Solutions N/A NELA FFELP Loans; Consumer Lending; Business Services; Other FFELP Loans...

  • Page 19
    ... in violation of the Employee Retirement Income Security Act arising out of alleged false and misleading public statements regarding our business made during the 401K Class Period and investments in our common stock by participants in the 401K Plans. On September 24, 2010, this case was dismissed...

  • Page 20
    ... collecting their accounts. We believe that these claims, lawsuits and other actions will not have a material adverse effect on our business, financial condition or results of operations. Finally, from time to time, the Company receives information and document requests from state attorneys general...

  • Page 21
    ... Total Number of Shares Purchased Total Number Average Price as Part of Publicly Announced Plans of Shares Paid per or Programs Purchased Share (Common shares in millions) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs Period: October 1 - October 31, 2010 ...November...

  • Page 22
    ... Index and Standard & Poor's Financials Index. The graph assumes a base investment of $100 at December 31, 2005 and reinvestment of dividends through December 31, 2010. Five Year Cumulative Total Shareholder Return $140 $120 $100 $80 $60 $40 $20 $0 2005 2006 SLM Corporation Company/Index 12/31/05...

  • Page 23
    ...consolidated financial statements, related notes, and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." 2010 2009 2008 2007 2006 Operating Data: Net interest income ...Net income (loss): Continuing operations, net of tax . . Discontinued operations, net...

  • Page 24
    ... was funded with unsecured debt. It is expected to generate a stable net interest margin and significant amounts of cash as the portfolio amortizes. Consumer Lending Segment In our Consumer Lending segment we originate, acquire, finance and service Private Education Loans. As of December 31, 2010 we...

  • Page 25
    ... the CP/LIBOR spread and Floor Income. • We refer to the spread between the Federal Reserve's 3-month financial commercial paper index ("CP") and 3-month LIBOR as the "CP/LIBOR spread". Interest earned on our FFELP Loan assets are indexed primarily to CP and interest paid on their related funding...

  • Page 26
    ... corporate credit rating, general economic conditions, investor demand for ABS and corporate unsecured debt and competition in the deposit market. Loans are priced to anticipate our cost of funds and expected charge-off rate over the life of the loans. Our Private Education Loans earn variable rate...

  • Page 27
    ... that neither strategy currently provides better economic returns to investors than our current operating structure. On December 31, 2010, we closed on our agreement to purchase the $26.1 billion of securitized federal loans and related assets from the Student Loan Corporation. This transaction will...

  • Page 28
    ...fixed rate to a floating rate equal to an all-in cost of one month LIBOR plus 4.46 percent. Investor demand was the highest ever for a Sallie Mae issue, which we believe reflects investors' views that our financial condition has strengthened. In 2011, we expect to access the unsecured debt market 27

  • Page 29
    ... numbers of high quality Private Education Loans, increase net interest margins and further reduce charge-offs and provision for loan losses. To manage our borrowing costs, we must achieve more attractive term asset-backed securities market access and prices in the coming year. Increase Business...

  • Page 30
    ... reinstate a dividend, begin to repurchase shares or do a combination of both. Results of Operations We present the results of operations first on a consolidated basis in accordance with GAAP. As discussed earlier, we have four business segments, FFELP Loans, Consumer Lending, Business Services and...

  • Page 31
    GAAP Statements of Income Years Ended December 31, 2010 2009 2008 Increase (Decrease) 2010 vs. 2009 2009 vs. 2008 $ % $ % (Dollars in millions) Interest income FFELP Loans ...Private Education Loans . Other loans ...Cash and investments ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

  • Page 32
    ...on sales of loans and securities increased $41 million from the prior year primarily related to the gains on sales of additional FFELP Loans to ED as part of ED's Loan Purchase Commitment Program (the "Purchase Program"). These gains will not occur in the future as the Purchase Program ended in 2010...

  • Page 33
    ...and servicing costs from a higher number of loans in repayment and in delinquent status, and higher marketing and technology enhancement costs related to Private Education Loans. • Goodwill and intangible asset impairment and amortization increased $623 million for the year ended December 31, 2010...

  • Page 34
    ...due to an increase in Gross Floor Income and the impact of derivative accounting and a $15 billion increase in the average balance of GAAP-basis student loans. The increase in provisions for loan losses related primarily to increases in charge-off expectations on Private Education Loans primarily as...

  • Page 35
    ...changes in interest rates, credit risk, foreign currency fluctuations and other market factors. As a result, we expect gains and (losses) on derivatives and hedging activities, net, to vary significantly in future periods. • Servicing Revenue increased $32 million when compared with the prior year...

  • Page 36
    ... shares in the fourth quarter of 2010) plus (2) a discounted amount of the preferred stock dividends the holders of the preferred stock would have received if they held the preferred stock through the mandatory conversion date. The accounting treatment for this conversion resulted in additional...

  • Page 37
    ...continuing operations, before income tax expense ...Income tax expense(3) ...Net income from continuing operations...Loss from discontinued operations, net of taxes ...Net income (loss)...Year Ended December 31, 2010 FFELP Consumer Business Total "Core Total Loans Lending Services Other Eliminations...

  • Page 38
    ...) FFELP Loans Consumer Lending Business Services Year Ended December 31, 2009 Total "Core Other Eliminations(1) Earnings" Adjustments(2) Total GAAP Interest income: Student loans ...Other loans ...Cash and investments ...Total interest income ...Total interest expense ...Net interest income...

  • Page 39
    ...) FFELP Loans Consumer Lending Business Services Year Ended December 31, 2008 Total "Core Other Eliminations(1) Earnings" Adjustments(2) Total GAAP Interest income: Student loans ...Other loans ...Cash and investments ...Total interest income ...Total interest expense ...Net interest income...

  • Page 40
    ... by interest rate and foreign currency exchange rate volatility and changing credit spreads during the period as well as the volume and term of derivatives not receiving hedge accounting treatment. Our Floor Income Contracts are written options that must meet more stringent requirements than other...

  • Page 41
    ...-month LIBOR debt. The accounting for derivatives requires that when using basis swaps, the change in the cash flows of the hedge effectively offset both the change in the cash flows of the asset and the change in the cash flows of the liability. Our basis swaps hedge variable interest rate risk...

  • Page 42
    ... loans. This additional net interest margin included for "Core Earnings" contains any related fees or costs such as Consolidation Loan Rebate Fees, premium and discount amortization as well as any Repayment Borrower Benefit yield adjustments. We also excluded transactions with our off-balance sheet...

  • Page 43
    ...updated and differ depending on the relative risk of each asset type and represent management's view of the level of capital needed to support different assets. Unsecured debt is allocated based on the remaining funding needed for each segment after direct funding and the capital allocation has been...

  • Page 44
    ...Core Earnings" and have recast past "Core Earnings" financial results to reflect this change. The effect of including unhedged Floor Income, net of tax, on "Core Earnings" was an increase of $21 million, $210 million and $57 million for the years ending December 31, 2010, 2009 and 2008, respectively...

  • Page 45
    ... Loans net interest margin. Years Ended December 31, 2010 2009 2008 "Core Earnings" basis FFELP student loan yield ...Hedged Floor Income ...Unhedged Floor Income ...Consolidation Loan Rebate Fees ...Repayment Borrower Benefits ...Premium amortization ..."Core Earnings" basis FFELP student loan net...

  • Page 46
    ... based on interest rates as of those dates. December 31, 2010 Fixed Variable Borrower Borrower Rate Rate Total December 31, 2009 Fixed Variable Borrower Borrower Rate Rate Total (Dollars in billions) Student loans eligible to earn Floor Income: GAAP-basis student loans ...Off-balance sheet student...

  • Page 47
    ... include the contractual rates we are paid to service loans in term asset-backed securitization trusts or a similar rate if a loan is not in a term financing facility, the fees we pay for third party loan servicing and costs incurred to acquire loans. For the years ended December 31, 2010, 2009 and...

  • Page 48
    ...table includes "Core Earnings" results for our Consumer Lending segment. (Dollars in millions) Years Ended December 31, 2010 2009 2008 % Increase (Decrease) 2010 vs. 2009 2009 vs. 2008 "Core Earnings" interest income: Private Education Loans ...$2,353 Cash and investments ...14 Total "Core Earnings...

  • Page 49
    ... margin along with a reconciliation to the GAAP-basis Consumer Lending net interest margin before provisions for loan losses. Years Ended December 31, 2010 2009 2008 "Core Earnings" basis Private Education Student Loan yield ...Discount amortization ... 6.15% 5.99% 8.16% .29 .26 .28 6.25 (1.78...

  • Page 50
    ... reserve, an increase in collection and servicing costs from a higher number of loans in repayment and delinquency status and higher marketing and technology enhancement costs related to Private Education Loans in 2010. Operating expenses, excluding restructuring-related asset impairments, were...

  • Page 51
    ... in millions) Years Ended December 31, 2010 2009 2008 % Increase (Decrease) 2010 vs. 2009 2009 vs. 2008 Net interest income after provision ...$ 17 Servicing revenue: Intercompany loan servicing ...648 Third-party loan servicing ...77 Account asset servicing ...68 Campus Payment Solutions ...26...

  • Page 52
    ... the credit markets limited the sale of rehabilitated loans. The following table presents the outstanding inventory of contingent collections receivables that our Business Services segment will collect on behalf of others. (Dollars in millions) 2010 As of December 31, 2009 2008 Contingency: Student...

  • Page 53
    ... segment. Years Ended December 31, 2010 2009 2008 % Increase (Decrease) 2010 vs. 2009 2009 vs. 2008 (Dollars in millions) Net interest loss after provision...$ (35) Gains on debt repurchases ...317 Other ...14 Total income ...Direct operating expenses: Servicing ...Other ...Total direct operating...

  • Page 54
    ... loans. Overhead Corporate overhead is comprised of costs related to executive management, the board of directors, accounting, finance, legal, human resources and stock option expense. Information technology costs are related to infrastructure and operations. For the years ended December 31, 2010...

  • Page 55
    ...2008. This table reflects our net interest margin on a consolidated basis. 2010 Balance Years Ended December 31, 2009 Rate Balance Rate 2008 Balance (Dollars in millions) Rate Average Assets FFELP Loans ...$142,043 Private Education Loans ...36,534 Other loans...323 Cash and investments ...12,729...

  • Page 56
    ...each portfolio. Ending "Core Earnings" Basis Student Loan Balances, net FFELP Stafford and Other December 31, 2010 FFELP Consolidation Total Loans FFELP Private Education Loans (Dollars in millions) Total GAAP-basis and "Core Earnings" basis portfolio(1): In-school ...Grace and repayment ...Total...

  • Page 57
    ...) FFELP Stafford and Other December 31, 2009 FFELP Consolidation Total Loans FFELP Private Education Loans Total GAAP-basis: In-school ...Grace and repayment ...Total GAAP-basis, gross ...GAAP-basis unamortized premium/(discount) ...GAAP-basis receivable for partially chargedoff loans ...GAAP...

  • Page 58
    ... Balances (net of unamortized premium/discount) The following tables summarize the components of our "Core Earnings" basis student loan portfolios and show the changing composition of each portfolio. FFELP Stafford and Other Year Ended December 31, 2010 FFELP Private Consolidation Education Loans...

  • Page 59
    ... Stafford and Other Off-Balance Sheet Year Ended December 31, 2010 FFELP Total Private Consolidation Total Education Loans FFELP Loans Total OffBalance Sheet Portfolio Beginning balance ...Consolidations to third parties ...Acquisitions and originations(1) ...Net acquisitions and originations...

  • Page 60
    ... Private Consolidation Total Education Loans FFELP Loans Total OffBalance Sheet Portfolio Beginning balance ...Consolidations to third parties ...Acquisitions and originations(1) ...Net acquisitions and originations ...Securitization-related ...Repayments/defaults/resales/other ...Ending balance...

  • Page 61
    ... Stafford and Other Off-Balance Sheet Year Ended December 31, 2008 FFELP Total Private Consolidation Total Education Loans FFELP Loans Total OffBalance Sheet Portfolio Beginning balance ...Net consolidations: Incremental consolidations from third parties ...Consolidations to third parties ...Net...

  • Page 62
    ...) Years Ended December 31 2010 2009 2008 Internal lending brands and Lender Partners ...Acquisition from SLC ...Spot purchases ...Consolidations from third parties ...Consolidations and clean-up calls of off-balance sheet securitized loans ...Capitalized interest, premiums and discounts ...Total...

  • Page 63
    ... than loans in current status. Delinquent loans also require increased servicing and collection efforts, resulting in higher operating costs. GAAP-Basis FFELP Loan Delinquencies December 31, 2009 Balance % (Dollars in millions) (1) 2010 Balance % 2008 Balance % Loans in-school/grace/deferment...

  • Page 64
    ... ceased making full payments due to hardship or other factors. (3) The period of delinquency is based on the number of days scheduled payments are contractually past due. (4) On January 1, 2010, upon the adoption of the new consolidation accounting guidance, all off-balance sheet loans are included...

  • Page 65
    .... (2) Loans for borrowers who have used their allowable deferment time or do not qualify for deferment, that need additional time to obtain employment or who have temporarily ceased making full payments due to hardship or other factors. (3) The period of delinquency is based on the number of days...

  • Page 66
    ...Balance Sheet Years Ended December 31, 2010 (1) "Core Earnings" Basis Years Ended December 31, 2010 2009 2008 2009 2008 Allowance at beginning of period ...$ Provision for FFELP Loan losses ...Charge-offs ...Student loan sales and securitization activity ...Consolidation of securitization trusts...

  • Page 67
    ... increased servicing and collection efforts, resulting in higher operating costs. GAAP-Basis Private Education Loan Delinquencies December 31, December 31, December 31, 2010 2009 2008 Balance % Balance % Balance % (Dollars in millions) Loans in-school/grace/deferment (1) ...Loans in forbearance...

  • Page 68
    ... with established loan program servicing policies and procedures. (3) The period of delinquency is based on the number of days scheduled payments are contractually past due. (4) On January 1, 2010, upon adoption of the new consolidation accounting guidance, all off-balance sheet loans are included...

  • Page 69
    ... 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. (2) Loans for borrowers who have requested extension of grace period generally during...

  • Page 70
    ... loans(3) ...$38,572 Average loans in repayment...$25,596 Ending loans in repayment ...$27,852 (1) Upon the adoption of the new consolidation accounting guidance on January 1, 2010, we consolidated all of our off-balance sheet securitization trusts. (2) Represents the additional allowance related...

  • Page 71
    ... granting the borrower a temporary cessation of payments (or temporary acceptance of smaller than scheduled payments) for a specified period of time. Using forbearance extends the original term of the loan. Forbearance does not grant any reduction in the total repayment obligation (principal or...

  • Page 72
    ... has shown that three years after being granted forbearance for the first time, 68 percent of the loans are current, paid in full, or receiving an in-school grace or deferment, and 17 percent have defaulted. The default experience associated with loans which utilize forbearance is considered in our...

  • Page 73
    ...2010 Monthly Scheduled Payments Due 1 to 12 13 to 24 25 to 36 37 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...

  • Page 74
    ... Monthly Scheduled Payments Due 1 to 12 13 to 24 25 to 36 37 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...

  • Page 75
    ... to extend their repayment term or change their monthly payment. The chart below provides the optional repayment offerings in addition to the standard level principal and interest payments as of December 31, 2010. Loan Program (Dollars in millions) Signature and Other Smart Option Career Training...

  • Page 76
    ... the 2010 ABCP Facility, the issuance of term ABS, the collection of additional term bank deposits and the issuance of unsecured debt. We primarily fund our student loan originations at the Bank. Currently, new Private Education Loan originations are initially funded through deposits. We plan to...

  • Page 77
    ...continued to use ED's Purchase and Participation Programs to fund FFELP Stafford and PLUS Loans disbursed through September 30, 2010 (see Item 1 "Business - Recent Legislation" for a further discussion regarding the end of new FFELP Loan originations as of July 1, 2010). Primary Sources of Liquidity...

  • Page 78
    ... October 2010, we sold $20.4 billion of loans to ED and paid off $20.3 billion of advances outstanding under the Participation Program. This program is no longer in effect and is not available as a funding source. Sallie Mae Bank In 2008, the Bank began expanding its deposit base to fund new Private...

  • Page 79
    ... Federal Reserve Bank of New York initiated a program, The Term Asset-Backed Securities Loan Facility ("TALF"), to facilitate renewed issuance of eligible consumer and small business ABS with a term of up to five years. For student loan collateral, TALF expired on March 31, 2010. During the program...

  • Page 80
    ...of one-month LIBOR plus 4.46 percent. The proceeds of this bond will be used for general corporate purposes. We also repurchase our outstanding unsecured debt in both open-market repurchases and public tender offers. Repurchasing debt helps us better manage our short-term and long-term funding needs...

  • Page 81
    .... If our credit ratings are downgraded from current levels, we may be required to segregate unrestricted cash collateral into restricted accounts. The table below highlights exposure related to our derivative counterparties at December 31, 2010. SLM Corporation and Sallie Mae Bank Contracts...

  • Page 82
    .... Average Balances 2010 Average Average Balance Rate Years Ended December 31, 2009 Average Average Balance Rate 2008 Average Average Balance Rate (Dollars in millions) Unsecured borrowings ...Unsecured term bank deposits ...FHLB-DM facility ...ED Participation Program facility (onbalance sheet...

  • Page 83
    ... outstanding is collateralized by student loans. At December 31, 2010, there were no outstanding draws on lines of credit. Critical Accounting Policies and Estimates Management's Discussion and Analysis of Financial Condition and Results of Operations addresses our consolidated financial statements...

  • Page 84
    ...borrower default behavior and a two year loss confirmation period to estimate the credit losses incurred in the loan portfolio at the reporting date. We apply the default rate projections, net of applicable Risk Sharing, to each category for the current period to perform our quantitative calculation...

  • Page 85
    ... assumptions used to project cash flows are prepayment speeds, default rates, cost of funds, and required return on equity. In addition, the Floor Income component of our FFELP Loan portfolio is valued through discounted cash flow and option models using both observable market inputs and internally...

  • Page 86
    ... of risk across our businesses. Our Risk Assessment Department regularly monitors and reports to the Audit Committee of our Board of Director on the effectiveness of various aspects of our risk management activities. Our Code of Business Conduct and the on-going training our employees receive in...

  • Page 87
    ... funding needs for our businesses throughout market cycles, including during periods of financial stress. Our two primary liquidity needs are originating Private Education Loans and retiring secured and unsecured debt when it matures. We define excess liquidity as readily available assets, limited...

  • Page 88
    ... to academic facilities loans secured by real estate. The credit risk related to Private Education Loans are managed within a credit risk infrastructure which includes (i) a well-defined underwriting and collection policy framework; (ii) an ongoing monitoring and review process of portfolio segments...

  • Page 89
    ..., rules, or regulations. The Company is exposed to regulatory and compliance risk when key areas such as our private education lending, collections or government loan servicing businesses are not properly monitored for compliance with legal and regulatory requirements and when an oversight program...

  • Page 90
    ...: Open market ...Benefit plans(1) ...Total shares repurchased ...Common shares issued ...Authority remaining at end of period for repurchases ... - 1.1 1.1 1.8 38.8 - .3 .3 $20.29 17.8 38.8 - 1.0 1.0 $24.51 1.9 38.8 Average purchase price per share ...$13.44 (1) Shares withheld from stock option...

  • Page 91
    ... from asset and funding basis divergence or a higher discount rate that would be used to compute the present value of the cash flows if long-term interest rates increased. Year Ended December 31, 2010 Asset Interest Rates: and Funding Index Change from Change from Mismatches(1) Increase of Increase...

  • Page 92
    ... at the fixed borrower rate and the funding remains floating. In addition, we can have a mismatch in the index (including the frequency of reset) of floating rate debt versus floating rate assets. During the years ended December 31, 2010 and 2009, certain FFELP Loans were earning Floor Income and we...

  • Page 93
    ... our variable assets being funded with fixed debt. Item (i) will generally cause income to decrease when interest rates increase from a low interest rate environment, whereas item (ii) will generally offset this decrease. In the 100 and 300 basis point scenarios for the year ended December 31, 2010...

  • Page 94
    ... of Variable Resets Assets Funding(1) Funding Gap 3-month Commercial paper ...3-month Treasury bill ...Prime ...Prime ...Prime ...Prime ...PLUS Index ...3-month LIBOR ...3-month LIBOR ...1-month LIBOR ...CMT/CPI Index ...Non Discrete reset(2) ...Non Discrete reset(3) ...Fixed Rate(4) ... ...daily...

  • Page 95
    ... of our daily reset three-month commercial paper indexed assets. In addition, we use quarterly reset three-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 to fund various asset types...

  • Page 96
    .... (Averages in Years) Weighted Average Life Earning assets Student loans ...Other loans ...Cash and investments ...Total earning assets ...Borrowings Short-term borrowings ...Long-term borrowings ...Total borrowings ... 7.7 6.2 .1 7.3 .3 7.2 6.0 Item 8. Financial Statements and Supplementary Data...

  • Page 97
    ... forth under the caption "Related Persons Transactions" and, regarding director independence under the caption "Corporate Governance" in the 2011 Proxy Statement is incorporated by reference in this section. Item 14. Principal Accounting Fees and Services The information set forth under the caption...

  • Page 98
    ... over Financial Reporting ...F-2 Report of Independent Registered Public Accounting Firm ...F-3 Consolidated Balance Sheets as of December 31, 2010 and 2009 ...F-4 Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008 . . F-5 Consolidated Statements of Changes in...

  • Page 99
    ... 2009†Sallie Mae Supplemental 401(k) Savings Plan†Sallie Mae Supplemental Cash Account Retirement Plan†Amendment to the Note Purchase and Security Agreement by and among Phoenix Fundings I, Sallie Mae, Inc., The Bank of New York Trust Company, N.A., Deutsche Bank Trust Company Americas, UBS...

  • Page 100
    ...the Federal Home Loan Bank of Des Moines Note Purchase and Security Agreement by and among Bluemont Funding 1, Bank of America, N.A., JPMorgan Chase Bank, N.A., Banc of America Securities LLC, J.P. Morgan Securities Inc., The Bank of New York Mellon Trust Company, National Association and Sallie Mae...

  • Page 101
    ... Options - Final Amendments 10.43 Asset Purchase Agreement by and among The Student Loan Corporation; Citibank, N.A., Citibank (South Dakota) National Association, SLC Student Loan Receivables I, Inc., SLM Corporation, Bull Run 1 LLC, SLM Education Credit Finance Corporation and Sallie Mae...

  • Page 102
    ... 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 the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ ALBERT L. LORD...

  • Page 103
    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 28, 2011 Director February 28, 2011 Director February 28, ...

  • Page 104
    ...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 Flows...

  • Page 105
    ... under the Securities Exchange Act of 1934, as amended). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In...

  • Page 106
    ... in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for transfers and servicing of financial assets and consolidations of variable interest entities in 2010. A company's internal control over financial reporting is a process designed to provide...

  • Page 107
    SLM CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars and shares in thousands, except per share amounts) December 31, 2010 December 31, 2009 Assets FFELP Loans (net of allowance for losses of $188,858 and $161,168, respectively) . FFELP Stafford Loans Held-For-Sale...Private Education Loans (net of ...

  • Page 108
    SLM CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) 2010 Years Ended December 31, 2009 2008 Interest income: FFELP Loans ...$3,345,175 $3,093,782 $5,173,086 Private Education Loans ...2,353,134 1,582,514 1,737,554 Other loans ...29,707 56,005 82,734 Cash and ...

  • Page 109
    ... 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 ...Noncontrolling interest - other ... Balance...

  • Page 110
    ... 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...

  • Page 111
    ... related to employee stock option and purchase plans ...Stock-based compensation cost ...Cumulative effect of accounting change ...Repurchase of common shares: Benefit plans ...Noncontrolling interest - other ... Balance at December 31, 2010 ... See accompanying notes to consolidated financial...

  • Page 112
    ...loans in trust - issued ...Borrowings collateralized by loans in 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...

  • Page 113
    ...and fees associated with servicing FFELP Loans and collecting on delinquent and defaulted FFELP Loans on behalf of Guarantors has been our largest source of income. The new law does not alter or affect the terms and conditions of existing FFELP Loans. 2. Significant Accounting Policies Consolidation...

  • Page 114
    ... of $10) ...Private Education Loans (net of allowance of $524) ...Total student loans ...Restricted cash and investments ...Other assets ...Total assets consolidated ...Long-term borrowings ...Other liabilities ...Total liabilities consolidated ...Net assets consolidated on balance sheet ...Less...

  • Page 115
    ... charges recorded in the consolidated statement of income; and • In the notes to the financial statements. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, our policy in estimating fair...

  • Page 116
    ... all loans eligible to be sold to ED under the Purchase Program as held-for-sale. These loans are included in the "FFELP Stafford Held-for-Sale Loans" line on our consolidated balance sheets. Student Loan Income For loans classified as held for investment we recognize student loan interest income as...

  • Page 117
    ... loss than a current loan and because loans in the grace/deferment periods have different credit risk profiles compared with those in current pay status. Loan seasoning affects credit risk because a loan with a history of making payments generally has a lower incidence of default than a loan with no...

  • Page 118
    ... programs are generally low while the borrower is in school. At December 31, 2010, 22 percent of the principal balance in the higher education Private Education Loan portfolio was related to borrowers who are in in-school or grace status and not required to make payments. As this population of loans...

  • Page 119
    ... of new consolidation accounting guidance on January 1, 2010, this buyback treatment no longer exists. Allowance for FFELP Loan Losses FFELP Loans are guaranteed as to their principal and accrued interest in the event of default subject to a Risk Sharing level based on the date of loan disbursement...

  • Page 120
    ... rate method. In addition, certain TALF eligible Private Education Loan securitizations issued in 2009 are callable at a discount of 93 or 94 percent of the outstanding principal (depending on the terms of the note) in the future. The first call date occurs between two and one-half to four years...

  • Page 121
    ... of Financial Assets and Extinguishments of Liabilities We account for loan sales and debt repurchases in accordance with the applicable accounting guidance. Our indentured trust debt, ABCP borrowings, ED Conduit and ED Participation Program facility were accounted for as on-balance sheet secured...

  • Page 122
    ...of the original loan balance. • The option (in certain trusts) to call rate reset notes in instances where the remarketing process has failed. • The option (in certain trusts that were TALF eligible in 2009) to call the outstanding bonds at a discount to par at a future date The investors of the...

  • Page 123
    ...option valuation and a discounted cash flow calculation that considered 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...

  • Page 124
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 2. Significant Accounting Policies (Continued) a specific (or pool of) asset(s) or liability(ies) on the balance sheet or expected future cash flows, and ...

  • Page 125
    ... Accounting Policies (Continued) We earn fees in our Campus Payment Solutions business for processing tuition and other payments for our college and university partners. We recognize this fee income based on contractual arrangements in the period in which the services are provided which generally...

  • Page 126
    ... (with the exception of certain specified levels of management) and part-time employees who work at least 24 hours per week. The Severance Plan establishes specified benefits based on base salary, job level immediately preceding termination and years of service upon termination of employment due to...

  • Page 127
    ... activities in the consolidated statement of cash flows. The excess tax benefit for the year ended December 31, 2010 was $.4 million. Income Taxes We account for income taxes under the asset and liability approach which requires the recognition of deferred tax liabilities and assets for the expected...

  • Page 128
    ...adopted for 2010, which had no impact on net income, total assets or total liabilities. 3. Student Loans There are three principal categories of FFELP Loans: Stafford, PLUS, and FFELP Consolidation Loans. Generally, Stafford and PLUS Loans have repayment periods of between five and ten years. FFELP...

  • Page 129
    ... 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 (subject to a cap...

  • Page 130
    ... was funded by a 5-year term loan provided by Citibank in an amount equal to the purchase price. The following table shows the assets and liabilities that were acquired and consolidated on our balance sheet at fair value on December 31, 2010. Acquisition on December 31, 2010 FFELP Stafford Loans...

  • Page 131
    ...31, 2010 Ending Balance % of Balance Year Ended December 31, 2010 Average Effective Interest Average Rate Balance FFELP Stafford and Other Student Loans, net(1) ...$ 56,252,860 FFELP Consolidation Loans, net ...92,396,540 Private Education Loans, net...35,655,724 Total student loans, net(2) ...$184...

  • Page 132
    ...31, 2009 Ending Balance % of Balance Year Ended December 31, 2009 Average Effective Interest Average Rate Balance FFELP Stafford and Other Student Loans, net(1) ...$ 52,674,588 FFELP Consolidation Loans, net ...68,378,560 Private Education Loans, net...22,753,462 Total student loans, net(2) ...$143...

  • Page 133
    ...principal balance. (2) Upon the adoption of the new consolidation accounting guidance on January 1, 2010, we consolidated all of our previously off-balance sheet securitization trusts. (See Note 2, "Significant Accounting Policies - Consolidation".) (3) Ending total loans for Private Education Loans...

  • Page 134
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 4. Allowance for Loan Losses (Continued) Allowance for Loan Losses Year Ended December 31, 2009 Private Education Other Loans Loans FFELP Loans Total ...

  • Page 135
    ... for Private Education Loans includes the receivable for partially charged-off loans. Within our Private Education Loan portfolio, we consider loans greater than 90 days past due to be nonperforming. FFELP Loans are guaranteed as to their principal and accrued interest by the federal government in...

  • Page 136
    .... (2) Loans for borrowers who have used their allowable deferment time or do not qualify for deferment, that need additional time to obtain employment or who have temporarily ceased making full payments due to hardship or other factors. (3) The period of delinquency is based on the number of days...

  • Page 137
    ... a percentage of loans in repayment and forbearance ... (1) Loans for borrowers who may still be 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...

  • Page 138
    ... program servicing policies and procedures. (3) The period of delinquency is based on the number of days scheduled payments are contractually past due. The following table provides information regarding accrued interest receivable on our Private Education Loans for the years ended December 31, 2010...

  • Page 139
    ... FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 4. Allowance for Loan Losses (Continued) Accrued Interest Receivable As of December 31, Greater than 90 days Allowance for Past Due Uncollectible Interest Total 2010 Private Education Loans...

  • Page 140
    ... 670 at origination) and borrowers attending not-for-profit schools (with a FICO score of less than 640 at origination). (2) Number of months in active repayment for which a scheduled payment was due. We began offering interest rate reductions to borrowers for their Private Education Loans in 2009...

  • Page 141
    ... U.S. government agency obligations...Other securities: Asset-backed securities ...Municipal bonds ...Other...Total investment securities available-for-sale ...Restricted Investments Available-for sale U.S. Treasury securities and other U.S. government agency obligations ...Guaranteed investment...

  • Page 142
    ... cash and investments on the balance sheet), respectively, of available-for-sale investment securities were pledged as collateral. There were no available-for-sale securities sold in 2010. We sold available-for-sale securities with a fair value of $100 million and $457 million for the years ended...

  • Page 143
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 5. Investments (Continued) As of December 31, 2010, the stated maturities for the investments (including restricted investments) are shown in the ...

  • Page 144
    ... plus an assumed terminal growth rate adjusted for what it believes a market participant would assume in an acquisition. These projections are generally five-year projections that reflect the inherent risk a willing buyer would consider when valuing these businesses. If a component of a reporting...

  • Page 145
    ...The discount rates reflect market based estimates of capital costs and are adjusted for our assessment of a market participant's view with respect to execution, concentration and other risks associated with the projected cash flows of individual reporting units. We reviewed and approved the discount...

  • Page 146
    ...using a range of discount rates and growth rates, as applicable. Based on the valuations performed in conjunction with annual Step 1 impairment testing and these stress tests, there was no indicated impairment for the FFELP Loans, Servicing and Private Education Loans reporting units. We acknowledge...

  • Page 147
    ... of FFELP assets by us indicated a higher discount rate applied to future cash flows than previously estimated; • Upromise sale of a business line provided an indication of how market participants view risks associated with future cash flows; • pricing pressures associated with new and existing...

  • Page 148
    ...is used to value the assets of the reporting unit. The discount rates are higher than the ones used in the 2009 annual impairment test primarily due to new information received in the third quarter of 2010 related to implied discount rates of similar transactions that priced or settled in the third...

  • Page 149
    ... Intangible Assets Acquired intangible assets include the following: Average Amortization Period As of December 31, 2010 Accumulated Impairment and Cost (1) Amortization(1) Net Basis (Dollars in millions) Intangible assets subject to amortization: Customer, services and lending relationships...

  • Page 150
    ... certain banking customer relationships associated with discontinued operations. 7. Borrowings Borrowings consist of secured borrowings issued through our securitization program, borrowings through secured facilities and participation programs, unsecured notes issued by us, term and other deposits...

  • Page 151
    ... Short-term borrowings have a remaining term to maturity of one year or less. The following tables summarize outstanding short-term borrowings (secured and unsecured) at December 31, 2010 and 2009, the weighted average interest rates at the end of each period, and the related average balances and...

  • Page 152
    ... periods. Rates reflect stated interest of borrowings and related discounts and premiums. December 31, 2010 Weighted Average Ending Balance Interest Rate Year Ended December 31, 2010 Weighted Average Average Balance Interest Rate Unsecured term bank deposits ...FHLB-DM Facility ...ED Participation...

  • Page 153
    ... tables summarize outstanding long-term borrowings (secured and unsecured) at December 31, 2010 and 2009, the weighted average interest rates at the end of the periods, and the related average balances during the periods. Rates reflect stated interest rate of borrowings and related discounts and...

  • Page 154
    ... maturity dates and projects the expected principal paydowns based on our current estimates regarding loan prepayment speeds. The projected principal paydowns in year 2011 include $16.3 billion related to the on-balance sheet securitization trust debt. (2) The aggregate principal amount of debt that...

  • Page 155
    ... quarter commercial paper rate plus 0.50 percent on the principal amount of participation interests outstanding. Loans eligible for the Participation or Purchase Programs are limited to FFELP Stafford or PLUS Loans, first disbursed on or after May 1, 2008 but no later than July 1, 2010, with...

  • Page 156
    ... Private Education facility was retired. On January 15, 2010, we terminated the 2008 Asset-Backed Financing Facilities for FFELP and entered into new multi-year ABCP facilities (the "2010 Facility") which will continue to provide funding for our federally guaranteed student loans. The 2010 Facility...

  • Page 157
    ... Federal Reserve Bank of New York initiated a program, The Term Asset-Backed Securities Loan Facility ("TALF"), to facilitate renewed issuance of eligible consumer and small business ABS with a term of up to five years. For student loan collateral, TALF expired on March 31, 2010. During the program...

  • Page 158
    ...We purchased the B Notes in their entirety on the settlement date. This transaction was composed primarily of FFELP Stafford and PLUS loans. We have $5.3 billion Private Education Loan securitization bonds outstanding at December 31, 2010, where we have the ability to call the bonds at a discount to...

  • Page 159
    ... 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 of Des Moines ("FHLB-DM") On January 15, 2010, HICA Education Loan Corporation...

  • Page 160
    ... needed to pay servicing, derivative costs (if any), other fees, and the principal and interest on the bonds backed by the student loans. As a result of adopting new consolidation accounting guidance, we removed the $1.8 billion of Residual Interests (associated with our previously off-balance sheet...

  • Page 161
    ... balance sheet date. (4) For Private Education Loan trusts, estimated defaults from settlement to maturity are 12.2 percent at December 31, 2009. These estimated defaults do not include recoveries related to defaults but do include prior purchases of loans at par by us when loans reached 180 days...

  • Page 162
    ... established loan program servicing policies and procedures. (3) The period of delinquency is based on the number of days scheduled payments are contractually past due. The following table summarizes charge-off activity for Private Education Loans in the off-balance sheet trusts for the years ended...

  • Page 163
    ... the credit risk in derivative instruments by entering into transactions with highly rated counterparties that are reviewed regularly by our Credit Department. We also maintain a policy of requiring that all derivative contracts be governed by an International Swaps and Derivative Association Master...

  • Page 164
    ... 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 (prior to the adoption of topic updates to new consolidation accounting guidance adopted on January 1, 2010...

  • Page 165
    ...a term of up to 14 years with a pay rate indexed to 91-day Treasury bill, 3-month commercial paper, 52-week Treasury bill, LIBOR, Prime, Consumer Price Index or 1-year constant maturity Treasury rates. The specific terms and notional amounts of the swaps are determined based on a review of our asset...

  • Page 166
    ... impact on other comprehensive income and earnings for the years ended December 31, 2010, 2009 and 2008. Impact of Derivatives on Consolidated Balance Sheet Hedged Risk Exposure Cash Flow Dec. 31, Dec. 31, 2010 2009 Fair Value Dec. 31, Dec. 31, 2010 2009 Trading Dec. 31, Dec. 31, 2010 2009 Total Dec...

  • Page 167
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 9. Derivative Financial Instruments (Continued) Cash Flow Dec. 31, Dec. 31, 2010 2009 Fair Value Dec. 31, Dec. 31, 2010 2009 Trading Dec. 31, Dec. 31, 2010...

  • Page 168
    ..., except per share amounts, unless otherwise stated) 9. Derivative Financial Instruments (Continued) Impact of Derivatives on Consolidated Statements of Changes in Stockholders' Equity (net of tax) Years Ended December 31, 2010 2009 2008 (Dollars in millions) Total losses on cash flow hedges...

  • Page 169
    ... 31, 2010 and 2009. December 31, 2010 Ending % of Balance Balance December 31, 2009 Ending % of Balance Balance Derivatives at fair value ...Accrued interest receivable ...Income tax asset, net current and deferred ...Purchased Paper-related receivables and real estate owned...Benefit and insurance...

  • Page 170
    ... 15, 2010, the mandatory conversion date, into 41 million shares of common stock. This conversion was based on a conversion rate calculated using the average of the closing prices per share of our common stock during the 20 consecutive trading day period ending on the third trading day immediately...

  • Page 171
    ...stock for employees' tax withholding obligations and shares tendered by employees to satisfy option exercise costs. The closing price of our common stock on December 31, 2010 was $12.59. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive loss includes the after-tax change...

  • Page 172
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 12. Earnings (Loss) per Common Share (Continued) Years Ended December 31, 2010 2009 2008 Numerator: Net income from continuing operations ...Preferred stock dividends ...Net...

  • Page 173
    ...weighted average period of 1.9 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 our common stock on the grant date. We have granted time-vested, price-vested and performance-vested options to our employees...

  • Page 174
    ... May 17, 2010, we launched a one-time stock option exchange program to allow certain eligible employees (excluding our named executive officers and members of our Board of Directors) to exchange certain out-of-the-money options for new options with an exercise price equal to the fair market value of...

  • Page 175
    ... of unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 1.8 years. The following table summarizes restricted stock activity for the year ended December 31, 2010. Number of Shares Weighted Average Grant Date Fair Value Non...

  • Page 176
    ... the offering period. The fair values of the stock purchase rights of the ESPP offerings in the years ended December 31, 2010, 2009 and 2008 were calculated using a Black-Scholes option pricing model with the following weighted average assumptions. Years Ended December 31, 2010 2009 2008 Risk-free...

  • Page 177
    ...product lines, winding down or otherwise disposing of our debt Purchased Paper businesses, and significantly reducing our operating expenses. This restructuring plan was essentially completed in the fourth quarter of 2009. Under this plan, restructuring expenses for the years ended December 31, 2010...

  • Page 178
    ... Accounting Policies - Fair Value Measurement." During the year ended December 31, 2010, there were no significant transfers of financial instruments between levels. Student Loans Our FFELP Loans and Private Education Loans are accounted for at cost or at the lower of cost or market if the loan...

  • Page 179
    ...standard bond pricing models and option models (when applicable) using the stated terms of the borrowings, observable yield curves, foreign currency exchange rates, volatilities from active markets or from quotes from broker-dealers. Fair value adjustments for unsecured corporate debt are made based...

  • Page 180
    ... changes in fair value due to benchmark interest rates and foreign-currency exchange rates. These valuations are determined through standard bond pricing models and option models (when applicable) using the stated terms of the borrowings, and observable yield curves, foreign currency exchange rates...

  • Page 181
    ...on January 1, 2010 (see Note 2, "Significant Accounting Policies - Consolidations), the Residual Interests were carried at fair value in the financial statements. No active market exists for student loan Residual Interests; as such, the fair value was calculated using discounted cash flow models and...

  • Page 182
    ... the consolidated financial statements as of December 31, 2010 and 2009. (Dollars in millions) Fair Value Measurements on a Recurring Basis as of December 31, 2010 Level 1 Level 2 Level 3 Total Assets Available-for-sale investments: U.S. Treasury securities ...Asset-backed securities ...Guaranteed...

  • Page 183
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 15. Fair Value Measurements (Continued) Fair Value Measurements on a Recurring Basis as of December 31, 2009 Cash Counterparty Level 2 Level 3 Netting ...

  • Page 184
    ... 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, 2010 and 2009. Year Ended December 31, 2010 Derivative instruments Cross Currency Total Residual Interest Floor Income Interest...

  • Page 185
    ... participate in the loans as they are originated. In the event that a line of credit is drawn upon, the loan is collateralized by underlying student loans and is usually participated in on the same day. The contractual amount of these financial instruments represents the maximum possible credit risk...

  • Page 186
    ... Company and certain officers violated federal securities laws by issuing a series of materially false and misleading statements and that the statements had the effect of artificially inflating the market price for our securities. The complaint alleges that Defendants caused our results for year-end...

  • Page 187
    ... on our consolidated financial position, liquidity, results of operations or cash flows. 17. Benefit Plans In 2010 we began the formal process with the Pension Benefit Guaranty Corporation and the IRS to terminate the qualified pension plan. As of this filing, we are waiting on approval from the...

  • Page 188
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 18. Income Taxes Reconciliations of the statutory U.S. federal income tax rates to our effective tax rate for continuing operations follow: Years Ended December 31, 2010 2009...

  • Page 189
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 18. Income Taxes (Continued) Income tax expense for the years ended December 31, 2010, 2009, and 2008 consists of: 2010 December 31, 2009 2008 Continuing operations current...

  • Page 190
    ... tax assets: Loan reserves ...Market value adjustments on student loans, investments and derivatives ...Intangible assets ...Stock-based compensation plans ...Deferred revenue ...Accrued expenses not currently deductible ...Purchased paper impairments ...Student loan premiums and discounts, net...

  • Page 191
    ... CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 18. Income Taxes (Continued) Accounting for Uncertainty in Income Taxes The following table summarizes changes in unrecognized tax benefits for the years ended December 31, 2010...

  • Page 192
    ...new reportable segments: Business Lines/Activities New Business Segment Prior Business Segment FFELP Loan business...Private Education Loan business ...Direct Banking...Intercompany servicing of FFELP Loans...FFELP Loan default aversion services ...FFELP defaulted loan portfolio management services...

  • Page 193
    ...'s view of the level of capital needed to support different assets. Unsecured debt is allocated based on the remaining funding needed for each segment after direct funding and the capital allocation has been considered. As part of the change in the reportable segments in the fourth quarter of 2010...

  • Page 194
    ...Loans were funded to term in securitization trusts and the remainder were funded with term unsecured debt and bank deposits. In this segment, we earn net interest income on the loan portfolio (after provision for loan losses) as well as servicing fees which are primarily late payment and forbearance...

  • Page 195
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 19. Segment Reporting (Continued) The following table includes asset information for our Consumer Lending segment. December 31, 2010 2009 Private Education Loans, net ...Cash...

  • Page 196
    ... 1, 2010, all government guaranteed student loans are originated through the Direct Lending program. This growth will create revenue opportunity under the ED collections contract as the volume of defaults of Direct Loans surges in the coming years. FFELP and Guarantor servicing is a runoff business...

  • Page 197
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 19. Segment Reporting (Continued) management. The three items adjusted for in our "Core Earnings" presentations are (1) the off-balance sheet treatment of...

  • Page 198
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 19. Segment Reporting (Continued) Year Ended December 31, 2010 (Dollars in millions) Total FFELP Consumer Business Total "Core Loans Lending Services Other...

  • Page 199
    ...per share amounts, unless otherwise stated) 19. Segment Reporting (Continued) Year Ended December 31, 2009 (Dollars in millions) Total "Core Total FFELP Consumer Business Loans Lending Services Other Eliminations(1) Earnings" Adjustments(2) GAAP Interest income: Student loans ...Other loans ...Cash...

  • Page 200
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 19. Segment Reporting (Continued) Year Ended December 31, 2008 Total "Core Total FFELP Consumer Business Loans Lending Services Other Eliminations(1) ...

  • Page 201
    ... accounting. (4) Net Tax Effect: Such tax effect is based upon our "Core Earnings" effective tax rate for the year. 20. Discontinued Operations Our Purchased Paper businesses are presented in discontinued operations for the current and prior periods. In the fourth quarter of 2009, we sold...

  • Page 202
    ... deferred tax asset for intangibles that will be realized upon the sale of our Purchased Paper - Non Mortgage business. At December 31, 2009, other assets of our discontinued operations consist of the Purchased Paper - Non Mortgage loan portfolio and a receivable from SLM Corporation associated with...

  • Page 203
    ..., current income, grants, scholarships, and federally guaranteed and Private Education Loans. Due to an increase in federal loan limits that took effect in 2007 and 2008, we have seen a substantial increase in borrowing from federal loan programs in recent years. In addition to the risk associated...

  • Page 204
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 22. Quarterly Financial Information (unaudited) 2010 First Quarter Second Quarter Third Quarter Fourth Quarter Net interest income ...Less: provisions for loan losses ...Net...

  • Page 205
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts, unless otherwise stated) 22. Quarterly Financial Information (unaudited) (Continued) 2009 First Quarter Second Quarter Third Quarter Fourth Quarter Net interest income ...$215,063...

  • Page 206
    ... date. The new law does not alter or affect the terms and conditions of existing FFELP Loans made before July 1, 2010. General The FFELP, under Title IV of the Higher Education Act ("HEA"), provides for loans to students who are enrolled in eligible institutions, or to parents of dependent students...

  • Page 207
    ... paper rate (financial) for FFELP Loans disbursed on or after January 1, 2000. For these FFELP Loans, the Special Allowance Payments to lenders are based upon the three-month commercial paper (financial) rate plus 2.34 percent (1.74 percent during in-school, grace and deferment periods) for Stafford...

  • Page 208
    ... unsubsidized Stafford Loan limits from $10,000 to $12,000 (effective July 1, 2007). • Authorizes graduate and professional students to borrow PLUS Loans. • Reduces insurance from 98 percent to 97 percent for new loans beginning July 1, 2006. • Phases out the Stafford Loan origination fee...

  • Page 209
    ...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 210
    ... 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 211
    ...PUT loans to consolidate in the Direct Loan program until June 30, 2011. Eligible Lenders, Students and Educational Institutions Lenders eligible to make loans under the FFELP generally include banks, savings and loan associations, credit unions, pension funds and, under some conditions, schools and...

  • Page 212
    ... of study the student is pursuing. A student qualifies for a subsidized Stafford Loan if his family meets the financial need requirements for the particular loan program. Only PLUS Loan borrowers have to meet credit standards. Eligible schools include institutions of higher education, including...

  • Page 213
    ... In-School, Grace or Deferment 1.79% for Stafford Loans that are in Repayment and PLUS 2.09% for FFELP Consolidation Loans Note: The margins for loans held by an eligible notfor-profit holder are higher by 15 basis points. • Special Allowance Payments are available on variable rate PLUS Loans and...

  • Page 214
    ...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 • Special Allowance Payments...

  • Page 215
    ...payments will, in fact, 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...

  • Page 216
    ...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 217
    For borrowers whose first loans are disbursed on or after July 1, 1993, repayment of principal may be deferred while the borrower returns to school at least half-time. Additional deferrals are available, when the borrower is: • enrolled in an approved graduate fellowship program or rehabilitation ...

  • Page 218
    ... disbursement unless they use deferment available 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...

  • Page 219
    ...graduated, income-sensitive, extended (for new borrowers on or after October 7, 1998), and incomebased (effective 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...

  • Page 220
    ... 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 221
    ... Fee July 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...

  • Page 222
    ... to pay to the U.S. Department of Education ("ED") an annual 105 basis point Consolidation Loan Rebate Fee on all outstanding principal and accrued interest balances of FFELP Consolidation Loans purchased or originated after October 1, 1993, except for loans for which consolidation applications were...

  • Page 223
    ... associated with student loans with borrower rates that are fixed to term (primarily FFELP Consolidation Loans and Stafford Loans originated on or after July 1, 2006). Floor Income - FFELP Loans generally earn interest at the higher of either the borrower rate, which is fixed over a period of time...

  • Page 224
    ... the applicable interest rate index on that notional amount, regardless of the actual balance of underlying student loans, over the life of the contract. The contracts generally do not extend over the life of the underlying student loans. This contract effectively locks in the amount of Floor Income...

  • Page 225
    ...Repayment Borrower Benefits discount when made. Residual Interest - When we securitize student loans, we retain the right to receive cash flows from the student loans sold to trusts that we sponsor in excess of amounts needed to pay servicing, derivative costs (if any), other fees, and the principal...

  • Page 226
    ...date at which the borrower interest rate is reset to a market rate. For FFELP Stafford loans whose borrower interest rate resets annually on July 1, we may earn Floor Income or Embedded Floor Income based on a calculation of the difference between the borrower rate and the then current interest rate...