Sallie Mae 2011 Annual Report Download

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
ÍANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2011
or
TRANSITION 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.)
300 Continental Drive, Newark, Delaware 19713
(Address of Principal Executive Offices) (Zip Code)
(302) 283-8000
(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:
The NASDAQ Global Select Market
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:
The NASDAQ Global Select Market
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:
The NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ÍNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No Í
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 ÍNo
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 ÍNo
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 ÍAccelerated filer
Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Í
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2011 was $8.7 billion (based on
closing sale price of $16.81 per share as reported for the New York Stock Exchange).
As of January 31, 2012, there were 509,322,190 shares of 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 on May 24, 2012 are
incorporated by reference into Part III of this Report.

Table of contents

  • Page 1
    ...52-2013874 (I.R.S. Employer Identification No.) 300 Continental Drive, Newark, Delaware (Address of Principal Executive Offices) 19713 (Zip Code) (302) 283-8000 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act Common Stock, par value...

  • Page 2
    ...Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Certain Relationships and Related Transactions, and Director Independence ...Principal Accounting Fees and Services ...Market for...

  • Page 3
    ... terms of student loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws). We could also be affected by, among other things: changes in our funding costs and availability; reductions to our credit ratings or the credit ratings...

  • Page 4
    ...and paying for education company. As we have for nearly 40 years, Sallie Mae makes investing in the college graduate its top priority. We help students and their families save, plan, and pay for college - helping them to responsibly achieve their dreams. Our primary business is to originate, service...

  • Page 5
    ...growth rate for the same period. Cost of Attendance(1) 100% 80% 60% 40% 20% 0% 02 03 04 05 06 07 08 09 10 20 20 20 20 20 20 20 20 20 20 11 Cumulative % Increase from AY 2001-2002 Tuition & Fees 4-Year Public Tuition & Fees 4-Year Private Source: The College Board - Trends in College Pricing 2011...

  • Page 6
    ... college expenses using current income. Sallie Mae's Campus Solutions business administers interest-free tuition payment plans on behalf of higher education institutions. In addition, we process tuition refunds on behalf of colleges and universities that may be disbursed to students a number of ways...

  • Page 7
    .... Private Education Loans bear the full credit risk of the borrower. We manage this risk by underwriting and pricing according to credit risk based upon customized credit scoring criteria and the addition of qualified cosigners. For the year ended December 31, 2011, our annual charge-off rate for...

  • Page 8
    ... market. For example, in 2011 we launched Sallie Mae Insurance Services to offer tuition, renters' and student health insurance to college students and higher education institutions. We also acquired SC Services & Associates to enhance our ability to provide collections services to local governments...

  • Page 9
    ... 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 2011, we generated servicing revenue from over 1,100 schools...

  • Page 10
    ...FFELP and various credit support mechanisms, see "Appendix A - Federal Family Education Loan Program." Other Segment The Other segment consists primarily of the financial results related to activities of our holding company, including the repurchase of debt, the corporate liquidity portfolio and all...

  • Page 11
    ... loan terms, conditions and pricing; consumer protections available to borrowers; and fair lending considerations. The Dodd-Frank Act also created a "Private Education Ombudsman" within the CFPB to receive and attempt to informally resolve complaints about Private Education Loans, and the CFPB plans...

  • Page 12
    ...loans being funded to term by securitization trusts. • SLM Corporation provides credit to individual students and their families, not other institutions or businesses. Our credit and market risk policies minimize the risk of credit counterparty concentrations. Our derivatives are for interest rate...

  • Page 13
    ... federal charter, incorporated SLM Corporation as a business corporation in the State of Delaware, and dissolved the GSE. SLM Corporation is now a publicly-traded holding company operating through its various subsidiaries. Our principal executive offices are located at 300 Continental Drive, Newark...

  • Page 14
    ... the average term of the deposits is shorter than the expected term of some of the assets. There is no assurance that this or other 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...

  • Page 15
    ... changes in the past several years, we have undertaken and continue to undertake cost-cutting initiatives, including workforce reductions, servicing center closures, restructuring and transfers of business functions to new locations, enhancements to our web-based customer services, adoption of new...

  • Page 16
    ... Education lending could increase our costs, affect our ability to service and collect loans and materially and adversely impact our business, financial condition and results of operations. Our ability to continue to grow our businesses related to contracting with state and federal governments...

  • Page 17
    ... higher education decreases, if the cost of attendance of higher education decreases, if public resistance to higher education costs increases, or if the demand for higher education loans decreases, our private credit lending business could be negatively affected. In addition, the federal government...

  • Page 18
    ... the CFPB and ED are required to prepare a report on the Private Education Loan industry by July 2012 that examines, among other things, the private education loan market; underwriting criteria used by lenders; loan terms, conditions and pricing; consumer protections available to borrowers; and fair...

  • Page 19
    ... additional statutorily-defined monitoring and compliance regimes on our business and could significantly increase the levels of risk-based capital and highly liquid assets we are required to hold. Required implementation of some or all of the measures currently proposed by the FRB to be applicable...

  • Page 20
    ... right to participate as a servicer, negative publicity and potential legal claims. A summary of the FFELP may be found in Appendix A "Federal Family Education Loan Program." The imposition of significant fines, the loss of the insurance and related federal guarantees on a material number of FFELP...

  • Page 21
    ... student loan and business goals. Our headquarters are currently in owned space at 300 Continental Drive, Newark, Delaware, 19713. We relocated our headquarters to Newark, Delaware from Reston, Virginia on March 31, 2011. Item 3. Legal Proceedings Investor Litigation In Re SLM Corporation Securities...

  • Page 22
    ...public statements regarding our business made during the 401K Class Period and investments in our common stock by plan participants in the 401K Plans. The case was originally filed on May 8, 2008 and the purported class consists of participants in or beneficiaries of the Sallie Mae 401(K) Retirement...

  • Page 23
    ... in the process of 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...

  • Page 24
    ... following table provides information relating to our purchase of shares of our common stock in the three months ended December 31, 2011. Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs...

  • Page 25
    ... The graph assumes a base investment of $100 at December 31, 2006 and reinvestment of dividends through December 31, 2011. Five Year Cumulative Total Shareholder Return $140 $120 $100 $80 $60 $40 $20 $0 2006 2007 SLM Corporation 2008 2009 S&P 500 Financials 2010 2011 S&P Index Company/Index 12/31...

  • Page 26
    ... consolidated financial statements, related notes, and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations." 2011 2010 2009 2008 2007 Operating Data: Net interest income ...Net income (loss) attributable to SLM Corporation: Continuing operations, net of tax...

  • Page 27
    ... cost of higher education and the amount funded through financial aid, federal loans or borrowers' resources. In this segment, we earn net interest income on the Private Education Loan portfolio (after provision for loan losses) as well as servicing fees, primarily late fees. As of December 31, 2011...

  • Page 28
    ... interest income in this segment is determined by the Private Education Loan asset yields, which are determined by interest rates established by us based upon the credit of the borrower and any co-borrower and the level of price competition in the Private Education Loan market less our cost of funds...

  • Page 29
    ... servicing student loans, Campus Solutions, and from account asset servicing related to 529 college-savings plans. We earn contingency revenue related to default aversion and contingency collections work we perform primarily on federal loans. The fees we recognize are primarily driven by our success...

  • Page 30
    ... originations, a major source of our net income. All federal loans to students are now made through the DSLP and as discussed above, we no longer originate FFELP Loans. In addition, on July 21, 2010, President Obama signed into law the Dodd-Frank Act that represents a comprehensive change to banking...

  • Page 31
    ..., Campus Solutions, Sallie Mae Insurance Services, transaction processing and 529 college-savings plan account asset servicing. We achieved this goal as our Business Services segment revenue increased from $1.3 billion in 2010 to $1.4 billion in 2011. • Our allocation of new customer loans awarded...

  • Page 32
    ... manager for New York's 529 College Savings Program under a seven-year contract, which is currently being negotiated. New York has the largest direct 529 plan in the country. • We launched Sallie Mae Insurance Services in 2011, offering college students and higher education institutions tuition...

  • Page 33
    ... Consumer Lending Segment Assets and Revenues We will continue to pursue managed growth in our Private Education Loan portfolio in 2012, currently targeting $3.2 billion in new originations for the year compared to $2.7 billion in 2011. We will also be increasing our efforts to improve our return on...

  • Page 34
    ...in accordance with GAAP. As discussed earlier, we have four business segments, Consumer Lending, Business Services, FFELP Loans and Other. Since these segments operate in distinct business environments, the discussion following the Consolidated Earnings Summary is presented on a segment basis and is...

  • Page 35
    GAAP Statements of Income Years Ended December 31, 2011 2010 2009 Increase (Decrease) 2011 vs. 2010 2010 vs. 2009 $ % $ % (Dollars in millions, except per share amounts) Interest income FFELP Loans ...Private Education Loans ...Other loans ...Cash and investments ...Total interest income ...Total ...

  • Page 36
    ... less debt in the current period. Debt repurchase activity will fluctuate based on market fundamentals and our liability management strategy. • Other income increased by $62 million primarily as a result of a $25 million gain from the termination and replacement of a credit card affiliation...

  • Page 37
    ... year ended 2009. The increase in net interest income, excluding the effect of the new consolidation accounting guidance, was primarily the result of an increase in the FFELP Loans net interest margin primarily due to an improvement in our funding costs, a 24 basis point tightening of the CP/LIBOR...

  • Page 38
    ...higher collection 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...

  • Page 39
    ... to its estimated fair value. We sold our Purchased Paper - Non-Mortgage business in the third quarter of 2011. Our Purchased Paper businesses are presented in discontinued operations for the current and prior periods. The additional losses for both years that are more than the losses discussed...

  • Page 40
    ... companies based upon "Core Earnings." "Core Earnings" results are only meant to supplement GAAP results by providing additional information regarding the operational and performance indicators that are most closely used by management, our board of directors, rating agencies, lenders and investors...

  • Page 41
    ... in servicing revenue and direct operating expense represent the elimination of intercompany servicing revenue where the Business Services segment performs the loan servicing function for the FFELP Loans segment. "Core Earnings" adjustments to GAAP: Year Ended December 31, 2011 Net Impact Net Impact...

  • Page 42
    ... in servicing revenue and direct operating expense represent the elimination of intercompany servicing revenue where the Business Services segment performs the loan servicing function for the FFELP Loans segment. "Core Earnings" adjustments to GAAP: Year Ended December 31, 2010 Net Impact Net Impact...

  • Page 43
    ...losses ...Total other income (loss) ...Goodwill and acquired intangible assets impairment and amortization ...Total "Core Earnings" adjustments to GAAP ...Income tax benefit ...Net loss ...(3) Income taxes are based on a percentage of net income before tax for the individual reportable segment. 41

  • Page 44
    ... for hedge accounting treatment because the pay down of principal of the student loans underlying the Floor Income embedded in those student loans does not exactly match the change in the notional amount of our written Floor Income Contracts. Additionally, the term and the interest rate index of...

  • Page 45
    ...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 on our net income. (Dollars in millions) Years Ended December 31, 2011 2010 2009 "Core Earnings" derivative adjustments...

  • Page 46
    ... to our Floor Income Contracts to student loan interest income and (b) reclassifying the net settlement amounts related to certain of our basis swaps to debt interest expense. The table below summarizes the realized losses on derivative and hedging activities and the associated reclassification on...

  • Page 47
    ...) In addition, net Floor premiums received on Floor Income Contracts that have not been amortized into "Core Earnings" as of the respective year-ends are presented in the table below. These net premiums will be recognized in "Core Earnings" in future periods and are presented below net of tax. As...

  • Page 48
    ... additional net interest margin included in "Core Earnings" contained 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 trusts from...

  • Page 49
    ... Segment The following table includes "Core Earnings" results for our Consumer Lending segment. (Dollars in millions) Years Ended December 31, 2011 2010 2009 % Increase (Decrease) 2011 vs. 2010 2010 vs. 2009 "Core Earnings" interest income: Private Education Loans ...Cash and investments ...Total...

  • Page 50
    ...loan losses. Years Ended December 31, 2011 2010 2009 "Core Earnings" basis Private Education student loan yield ...Discount amortization ..."Core Earnings" basis Private Education Loan net yield ..."Core Earnings" basis Private Education Loan cost of funds ..."Core Earnings" basis Private Education...

  • Page 51
    ...Education Loan losses, see "Critical Accounting Policies and Estimates-Allowance for Loan Losses." Servicing Revenue and Other Income - Consumer Lending Segment Servicing revenue for our Consumer Lending segment primarily includes late fees and forbearance fees. For the years ended December 31, 2011...

  • Page 52
    ... by amortization of the underlying portfolio and FFELP Loans sold to ED as part of ED's Purchase Program in 2010. We are servicing approximately 3.6 million accounts under the ED Servicing Contract as of December 31, 2011. Third-party loan servicing fees in the years ended December 31, 2011 and...

  • Page 53
    ... related to services performed on FFELP Loans accounted for 76 percent, 78 percent and 79 percent of total segment revenues for the years ended December 31, 2011, 2010 and 2009, respectively. In 2011, we launched Sallie Mae Insurance Services, which offers directly to college students and higher...

  • Page 54
    ... expenses. FFELP Loans Segment The following table includes "Core Earnings" results for our FFELP Loans segment. (Dollars in millions) Years Ended December 31, 2011 2010 2009 % Increase (Decrease) 2011 vs. 2010 2010 vs. 2009 "Core Earnings" interest income: FFELP Loans ...Cash and investments...

  • Page 55
    ... Loans net interest margin. Years Ended December 31, 2011 2010 2009 "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 56
    ... consolidated these trusts onto our balance sheet. Floor Income The following table analyzes the ability of the FFELP Loans in our portfolio to earn Floor Income after December 31, 2011 and 2010, based on interest rates as of those dates. December 31, 2011 Fixed Variable Borrower Borrower Rate Rate...

  • Page 57
    ... result of the increase in servicing costs related to the $25 billion loan portfolio acquisition on December 31, 2010. Operating expenses, excluding restructuring-related asset impairments, were 53 basis points and 51 basis points of average FFELP Loans in the years ended December 31, 2011 and 2010...

  • Page 58
    .... Years Ended December 31, 2011 2010 2009 % Increase (Decrease) 2011 vs. 2010 2010 vs. 2009 (Dollars in millions) Net interest loss after provision ...Gains on debt repurchases ...Other ...Total income ...Direct operating expenses ...Overhead expenses: Corporate overhead ...Unallocated information...

  • Page 59
    ...increased technology costs associated with disaster recovery modernization, enterprise architecture and information security upgrades. Financial Condition This section provides additional information regarding the changes related to our loan portfolio assets and related liabilities as well as credit...

  • Page 60
    ...-earning assets and paid on interest-bearing liabilities and reflects our net interest margin on a consolidated basis. Years Ended December 31, 2011 2010 2009 Balance Rate Balance Rate Balance Rate (Dollars in millions) Average Assets FFELP Loans ...Private Education Loans ...Other loans ...Cash...

  • Page 61
    Summary of our Student Loan Portfolio Ending Student Loan Balances, net FFELP Stafford and Other December 31, 2011 FFELP Total Private Consolidation FFELP Education Loans Loans Loans (Dollars in millions) Total Total student loan portfolio: In-school(1) ...Grace, repayment and other(2) ...Total, ...

  • Page 62
    Average Student Loan Balances (net of unamortized premium/discount) FFELP Stafford and Other Year Ended December 31, 2011 FFELP Private Consolidation Total Education Loans FFELP Loans (Dollars in millions) Total Total(1) ...% of FFELP ...% of total ... $53,163 37% 29% FFELP Stafford and Other $...

  • Page 63
    Student Loan Activity FFELP Stafford and Other Year Ended December 31, 2011 FFELP Total Private Consolidation Total Education Loans FFELP Loans (Dollars in millions) Total Portfolio Beginning balance ...Acquisitions and originations ...Capitalized interest and premium/discount amortization ......

  • Page 64
    ... Education Loans FFELP Loans Total OnBalance Sheet Portfolio Beginning balance ... $ 52,476 $71,744 $124,220 $20,582 $144,802 Consolidations to third parties ...Acquisitions and originations(1) ...Net acquisitions and originations ...Securitization-related(2) ...Sales ...Repayments/defaults...

  • Page 65
    ...during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with established loan program servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due. Based...

  • Page 66
    ...during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with established loan program servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due. Based...

  • Page 67
    ...during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with established loan program servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due. Based...

  • Page 68
    ... Education Loan Losses The following table summarizes changes in the allowance for Private Education Loan losses. Activity in Allowance for Private Education Loans GAAP-Basis Off-Balance Sheet "Core Earnings" Basis Years Ended December 31, Years Ended December 31, Years Ended December 31, 2011...

  • Page 69
    ...% 623 57% 713 Ending total loans represents gross Private Education Loans, plus the receivable for partially charged-off loans. Includes loans that are required to make a payment for the first time. As part of concluding on the adequacy of the allowance for loan loss, we review key allowance and...

  • Page 70
    ...adoption of the new consolidation accounting guidance on January 1, 2010, we consolidated all of our off-balance sheet securitization trusts. (2) (3) (4) Use of Forbearance as a Private Education Loan Collection Tool Forbearance involves granting the borrower a temporary cessation of payments (or...

  • Page 71
    ... of the loans are current, paid in full, or receiving an in-school grace or deferment, and 20 percent have defaulted. The default experience associated with loans which utilize forbearance is considered in our allowance for loan losses. The monthly average number of loans granted forbearance as...

  • Page 72
    ... in millions) December 31, 2011 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 - delinquent greater than 90 days ...Total ...Unamortized discount...

  • Page 73
    ... level principal and interest payments as of December 31, 2011. Loan Program (Dollars in millions) $ in Repayment ...$ $ in Total ...Payment method by enrollment status: In-school/Grace ...Deferred(1) Repayment ...(1) Signature and Other 24,212 $ 31,484 Smart Option 4,196 $ 4,765 Career Training...

  • Page 74
    ... 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 and qualify for other permitted program deferments such as military, unemployment, or economic hardship. Loans for borrowers who...

  • Page 75
    ...additional time to obtain employment or who have temporarily ceased making full payments due to hardship or other factors. The period of delinquency is based on the number of days scheduled payments are contractually past due. On January 1, 2010, upon the adoption of the new consolidation accounting...

  • Page 76
    ... for FFELP Loan losses ...Charge-offs ...Student loan sales and securitization activity ...Consolidation of securitization trusts(1) ...Allowance at end of period ...Charge-offs as a percentage of average loans in repayment ...Charge-offs as a percentage of average loans in repayment and forbearance...

  • Page 77
    ...servicing fees which are priority payments within the trusts). We may also draw down on FFELP ABCP Facilities and the facility with the Federal Home Loan Bank in Des Moines (the "FHLB-DM Facility"); and we may also issue term ABS and unsecured debt. Currently, new Private Education Loan originations...

  • Page 78
    ...years ended December 31, 2011, 2010 and 2009, average balances include $1.2 billion, $2.3 billion and $2.0 billion, respectively, of cash and liquid investments at the Bank. This cash will be used primarily to originate or acquire student loans at the Bank. Our ability to pay dividends from the Bank...

  • Page 79
    ... ED Conduit Program, the Sallie Mae Bank, our continued access to the ABS market, our asset-backed financing facilities, the lending agreement we entered into with the FHLB-DM and our issuance of unsecured debt, see "Note 6 - Borrowings" to our consolidated financial statements. The following table...

  • Page 80
    ... senior unsecured bond. $750 million has a fiveyear term, the remaining $750 million has a ten-year term. • On February 9, 2012, we issued $547 million of Private Education Loan ABS. In addition, on January 26, 2012, we increased our quarterly dividend on our common stock to $0.125 per share. The...

  • Page 81
    The table below highlights exposure related to our derivative counterparties at December 31, 2011. (Dollars in millions) SLM Corporation and Sallie Mae Bank Contracts Securitization Trust Contracts(1) Exposure, net of collateral ...Percent of exposure to counterparties with credit ratings below S&P...

  • Page 82
    ...term notes. Interest obligations on notes are predominantly variable in nature, resetting quarterly based on 3-month LIBOR. (2) Unrecognized tax benefits were $40 million and $39 million for the years ended December 31, 2011 and 2010, respectively. For additional information, see "Note 15 - Income...

  • Page 83
    ... loans that will default over the next two years (two years being the expected period between a loss event and default) and how much we will recover over time related to the defaulted amount. Our historical experience indicates that, on average, the time between the date that a borrower experiences...

  • 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
    ...portfolio yield, net present value and average life. The significant assumptions used to project cash flows are prepayment speeds, default rates, cost of funds, the amount funded by debt versus equity, and required return on equity. In addition, the Floor Income component of our FFELP Loan portfolio...

  • Page 86
    ...of cost or market, the fair value is based on the committed sales price of the various loan purchase programs established by ED. For further information regarding the effect of our use of fair values on our results of operations, see "Note 13 - Fair Value Measurements." Transfers of Financial Assets...

  • Page 87
    ... our strategic business plan, key performance measures and related risk tolerances and parameters and escalation procedures were revised accordingly. Our Board of Directors also directed our Legal, Compliance and Internal Audit groups to work with management and the Board to review and report on the...

  • Page 88
    ...of the Board; approval of all equity-based plans; general oversight of all benefit, compensation and incentive plans applicable to executive management; consideration of the risk management review of compensation practices conducted at least annually by our Chief Credit and Chief Compliance Officers...

  • Page 89
    ... management team and internal risk management partners, including compliance, credit risk, human resources, legal, information technology, finance and accounting, and information security are responsible for providing our business segments with the training, systems and specialized expertise...

  • Page 90
    ...to originate Private Education Loans and retire indebtedness as it matures. Key objectives associated with our funding liquidity needs relate to our ability to access the capital markets at reasonable rates and to continue to maintain retail deposits and funding sources through the Bank. Our funding...

  • Page 91
    ... as the launch of new products and services, our credit underwriting activities and how we fund our operations. Our public relations, marketing and media teams constantly monitor our perception in print, electronic and social media; actively provide assistance and support to our customers and other...

  • Page 92
    ...employees to work toward corporate-wide compliance goals. Common Stock The following table summarizes our common share repurchases and issuances. Years Ended December 31, 2011 2010 2009 Common stock repurchased ...Average purchase price per share ...Shares repurchased related to employee stock-based...

  • Page 93
    ... an aggregate purchase price of $300 million. With this action, we fully utilized this share repurchase authorization. On January 26, 2012, we increased the quarterly dividend on our common stock to $.125 per share. The next such quarterly dividend will be paid on March 16, 2012. We also authorized...

  • Page 94
    ..., that existed at the balance sheet date and does not take into account new assets, liabilities or hedging instruments that may arise in 2012. As of December 31, 2011 Impact on Annual Earnings If: Funding Interest Rates: Spreads Increase Increase Increase 100 Basis 300 Basis 25 Basis Points Points...

  • Page 95
    ...the fixed rate nature of student loans to variable rate, and to fix the relative spread between the student loan asset rate and the variable rate liability. In the preceding tables, under the scenario where interest rates increase 100 and 300 basis points, the change in pre-tax net income before the...

  • Page 96
    ... rate debt. The large increase in the unrealized gains on derivatives and hedging activities line in the 2011 analysis versus the 2010 analysis, primarily is due to the impact of the additional Floor Income Contracts discussed above. Under the scenario in the tables above labeled "Asset and Funding...

  • Page 97
    ... Gap Assets Funding(2) 3-month Commercial paper(1) ...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(3) ...Non Discrete reset(4) ...Fixed Rate(5) ...Total ...(1) daily weekly annual...

  • Page 98
    ... could result in our cost of funds not moving in the same direction or with the same magnitude as the yield on our assets. While we believe this risk is low, as all of these indices are short-term with rate movements that are highly correlated over a long period of time, market disruptions can lead...

  • Page 99
    ... table reflects the weighted average life for our earning assets and liabilities at December 31, 2011. (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...

  • Page 100
    ...of compliance with the policies or procedures may deteriorate. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) occurred during the fiscal quarter ended December 31, 2011 that has materially...

  • Page 101
    ...Transactions" and "Corporate Governance" in the 2012 Proxy Statement, is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information contained in the 2012 Proxy Statement, including information appearing under "Independent Registered Public Accounting Firm" and...

  • Page 102
    ...8 above: Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets as of December 31, 2011 and 2010 ...Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009 ...Consolidated Statements of Changes in Stockholders' Equity for the years ended...

  • Page 103
    ... Funding 1; the Conduit Lenders; the Alternate Lenders; the LIBOR lenders; the Managing Agents; 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, Inc., dated...

  • Page 104
    ...; and Bank of America, N.A., as Administrative Agent, dated as of August 2, 2011. Amendment No. 2 to Note Purchase and Security Agreement by and among Town Center Funding I, as the Trust; Sallie Mae, Inc., as Administrator; The Bank of New York Mellon Trust Company, National Association, as Eligible...

  • Page 105
    ... New York Mellon Trust Company, National Association, as Eligible Lender Trustee; and Sallie Mae, Inc., as Administrator, dated as of January 13, 2012. Affiliate Collateral Pledge and Security Agreement between SLM Education Credit Finance Corporation, HICA Education Loan Corporation and the Federal...

  • Page 106
    ... 2, 2009). SLM Corporation Deferred Compensation Plan for Directors. Sallie Mae Supplemental Cash Account Retirement Plan (incorporated by reference to Exhibit 10.27 of the Company's Annual Report on Form 10-K filed on March 2, 2009). Sallie Mae Employee Stock Purchase Plan, Amended and Restated...

  • Page 107
    ... Plan Stock Option Agreement, Net Settled, Time Vested Options - 2011 (incorporated by reference to Exhibit 10.50 of the Company's Annual Report on Form 10-K filed on February 28, 2011). Form of SLM Corporation 2009-2012 Incentive Plan Restricted Stock and Restricted Stock Unit Term Sheet, Time...

  • Page 108
    ... hereunto duly authorized. Dated: February 27, 2012 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 109
    Signature Title Date /S/ WOLFGANG SCHOELLKOPF Wolfgang Schoellkopf /S/ STEVEN L. SHAPIRO Steven L. Shapiro /S/ J. TERRY STRANGE J. Terry Strange /S/ BARRY L. WILLIAMS Barry L. Williams Director Director Director Director February 27, 2012 February 27, 2012 February 27, 2012 February 27, 2012 ...

  • Page 110
    CONSOLIDATED FINANCIAL STATEMENTS INDEX Page 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 ...Notes to Consolidated ...

  • Page 111
    ... 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 reasonable...

  • Page 112
    ... Supplemental information - assets and liabilities of consolidated variable interest entities: December 31, 2011 FFELP Loans ...Private Education Loans ...Restricted cash and investments ...Other assets ...Short-term borrowings ...Long-term borrowings ...Net assets of consolidated variable interest...

  • Page 113
    SLM CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share amounts) Years Ended December 31, 2011 2010 2009 Interest income: FFELP Loans ...Private Education Loans ...Other loans ...Cash and investments ...Total interest income ...Total interest expense ...Net interest income ...

  • Page 114
    ... stock issuance costs and related amortization ...Conversion of preferred shares ...Tax benefit related to employee stock-based compensation plans ...Stock-based compensation expense ...Shares repurchased related to employee stock-based compensation plans ...Sale of international Purchased Paper...

  • Page 115
    ...Conversion of preferred shares ...Tax benefit related to employee stock-based compensation plans ...Stock-based compensation expense ...Cumulative effect of accounting change ...Shares repurchased related to employee stock-based compensation plans ...Balance at December 31, 2010 ...7,300,000 595,263...

  • Page 116
    ... income ...Cash dividends: Common stock ($.30 per share) ...Preferred stock, series A ($3.49 per share) ...Preferred stock, series B ($1.59 per share) ...Issuance of common shares ...Retirement of common stock in treasury ...Tax benefit related to employee stock-based compensation plans ...Stock...

  • Page 117
    ...) on debt repurchases ...Goodwill and acquired intangible assets impairment and amortization expense ...Stock-based compensation cost ...Unrealized (gains)/losses on derivative and hedging activities ...Provisions for loan losses ...Student loans originated for sale, net ...Decrease (increase) in...

  • Page 118
    ... that all new federal loans be made through the Direct Student Loan Program ("DSLP"). Consequently, we no longer originate FFELP Loans. Net interest income from our FFELP Loan portfolio and fees associated with servicing FFELP Loans and collecting on delinquent and defaulted FFELP Loans on behalf...

  • Page 119
    ... trusts. The following table summarizes the change in the consolidated balance sheet resulting from the consolidation of the off-balance sheet securitization trusts upon the adoption of the new consolidation accounting guidance. (Dollars in millions) At January 1, 2010 FFELP Stafford Loans (net...

  • Page 120
    ... interim vs. repayment status, credit rating and maturity dates). Due to some of the structuring terms, certain transactions may qualify for sale treatment while others do not qualify for sale treatment and are recorded as financings. All of our student loans, except for those which were sold under...

  • Page 121
    ..." line on our consolidated balance sheets. Student Loan Income For loans classified as held-for-investment, we recognize student loan interest income as earned, adjusted for the amortization of premiums and capitalized direct origination costs, accretion of discounts, and Repayment Borrower Benefits...

  • Page 122
    ... 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 a history of making infrequent or no payments. The existence of a cosigner lowers the likelihood of default. We monitor and update...

  • Page 123
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) Similar to the rules governing FFELP payment requirements, our collection policies allow for periods of nonpayment for borrowers requesting additional payment grace periods upon ...

  • Page 124
    ...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 125
    ... STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) industrial bank subsidiary, is held in escrow for the beneficial owners. In addition, the cash rebates that Upromise members earn from qualifying purchases from Upromise's participating companies are held in trust for the benefit...

  • Page 126
    ... rate method. In addition, three 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). The first call dates occur between two and one-half to four years from the original...

  • Page 127
    ... buy certain delinquent loans from certain Private Education Loan securitization trusts. The option to exercise the clean-up call and purchase the student loans from the trust when the asset balance is 10 percent or less of the original loan balance. The option (in certain trusts) to call rate reset...

  • Page 128
    ...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 129
    ... income or expense of the hedged item (mainly interest expense). Servicing Revenue Servicing revenue includes third-party loan servicing, account asset servicing, Campus Solutions revenue and Guarantor servicing revenue. We perform loan servicing functions for third-parties in return for a servicing...

  • Page 130
    ... CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2. Significant Accounting Policies (Continued) We earn fees in our Campus 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...

  • Page 131
    ...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 Involuntary...

  • Page 132
    ... 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 in a valuation allowance, and (ii) current tax expense/(benefit), which...

  • Page 133
    ... accounting results related to our purchasing delinquent and charged-off receivables on various types of consumer debt with a primary emphasis on charged-off credit card receivables, and sub-performing and non-performing mortgage loans (Purchased Paper businesses). At December 31, 2011, we have sold...

  • Page 134
    ... when the borrower rate exceeds the SAP rate (Floor Income) is required to be rebated to ED. FFELP Loans are insured 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. These insurance obligations are supported by...

  • Page 135
    ...our student loan portfolio by program. December 31, 2011 Year Ended December 31, 2011 Average Effective Average Interest Balance Rate (Dollars in millions) Ending Balance % of Balance FFELP Stafford and Other Student Loans, net(1) ...FFELP Consolidation Loans, net ...Private Education Loans, net...

  • Page 136
    ... sales for the year ended December 31, 2008 was $53 million and was recorded in "Losses on sales of loans and securities, net" in the consolidated statements of income. In 2009, we sold to ED approximately $18.5 billion face amount of loans as part of the Purchase Program (approximately $840 million...

  • Page 137
    ... additional time 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...

  • Page 138
    ...pay, the customer must make three consecutive monthly payments at the reduced rate to qualify for the program. Once the customer has made the initial three payments, the loans status is returned to current and the interest rate is reduced for the successive twelve month period. 4. Allowance for Loan...

  • Page 139
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Allowance for Loan Losses (Continued) Allowance for Loan Losses Metrics Allowance for Loan Losses Year Ended December 31, 2011 Private Education Other FFELP Loans Loans Loans (Dollars in millions) Total Allowance for Loan ...

  • Page 140
    ...loan's principal balance. 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.") Ending total loans for Private Education Loans...

  • Page 141
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Allowance for Loan Losses (Continued) Allowance for Loan Losses Year Ended December 31, 2009 Private Education Other FFELP Loans Loans Loans (Dollars in millions) Total Allowance for Loan Losses Beginning balance ...Total ...

  • Page 142
    ... this portfolio is loan status. The impact of changes in loan status is incorporated quarterly into the allowance for loan losses calculation. For Private Education Loans, the key credit quality indicators are school type, FICO scores, the existence of a cosigner, the loan status and loan seasoning...

  • Page 143
    ... 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 and qualify for other permitted program deferments such as military, unemployment, or economic hardships. Loans for borrowers who...

  • Page 144
    ... during employment transition or who have temporarily ceased making full payments due to hardship or other factors, consistent with established loan program servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due...

  • Page 145
    ... with established loan program servicing policies and procedures. The period of delinquency is based on the number of days scheduled payments are contractually past due. (2) (3) Receivable for Partially Charged-Off Private Education Loans At the end of each month, for loans that are 212 days past...

  • Page 146
    ... three months, an interest rate reduction or an extended repayment plan are classified as troubled debt restructurings. Forbearance provides borrowers the ability to defer payments for a period of time, but does not result in the forgiveness of any principal or interest. While in forbearance status...

  • Page 147
    ... investment is equal to the unpaid principal balance and accrued interest receivable net of unamortized deferred fees and costs. The following table provides the average recorded investment and interest income recognized for our troubled debt restructuring loans. Years Ended December 31, 2010 2009...

  • Page 148
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. Allowance for Loan Losses (Continued) Accrued Interest Receivable The following table provides information regarding accrued interest receivable on our Private Education Loans. The table also discloses the amount of accrued ...

  • Page 149
    ..., we also considered the current legislative environment, our 2011 stock price, market capitalization and EPS results as well as significant reductions in our operating expenses. The significant legislative changes from HCERA that affected our reporting units individually and the Company as a whole...

  • Page 150
    ... performance of our reporting units is not achieved, or if our stock price declines to a depressed level resulting in deterioration in our total market capitalization, the fair value of the FFELP Loans, Servicing, Private Education Loans, Contingency Services and Insurance Services reporting...

  • Page 151
    ... impaired, and no longer in use, the cost basis and any accumulated amortization related to the asset is written off. We recorded amortization of acquired intangible assets from continuing operations totaling $24 million, $39 million, and $38 million for the years ended December 31, 2011, 2010 and...

  • Page 152
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. 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 at the Bank...

  • Page 153
    ...-term Borrowings 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), the weighted average interest rates at the end of each period, and the related average balances and weighted average...

  • Page 154
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Borrowings (Continued) Long-term Borrowings The following tables summarize outstanding long-term borrowings (secured and unsecured), the weighted average interest rates at the end of the periods, and the related average ...

  • Page 155
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. Borrowings (Continued) December 31, 2010 Weighted Average Ending Interest (1) Balance Rate(2) Year Ended December 31, 2010 Average Balance (Dollars in millions) Floating rate notes: U.S. dollar-denominated: Interest bearing,...

  • Page 156
    ... the call dates are shown in the following table: December 31, 2011 Stated Maturity(1) Senior Unsecured Debt Brokered Deposits Secured Borrowings Senior Unsecured Debt Maturity to Call Date(1) Brokered Deposits Secured Borrowings (Dollars in millions) Total(2) Total Year of Maturity 2012 ...2013...

  • Page 157
    ... 113,671 21,409 140,933 1,311 $142,244 The Department of Education Funding Programs In August 2008, ED implemented the Purchase Program and the Participation Program pursuant to ECASLA. Under the Purchase Program, ED purchased eligible FFELP Loans at a price equal to the sum of (i) par value, (ii...

  • Page 158
    ... Participation or Purchase Programs were limited to FFELP Stafford or PLUS Loans, first disbursed on or after May 1, 2008 but no later than July 1, 2010, with no ongoing borrower benefits other than permitted rate reductions of 0.25 percent for automatic payment processing. In October 2010, we sold...

  • Page 159
    ... Loan ABCP Facility On October 5, 2011, we closed on a $3.4 billion asset-backed commercial paper facility, which matures in January 2014, to fund the call of certain Private Education Loan trust securities issued under the TALF program. We paid an upfront fee of $8 million. The cost of borrowing...

  • Page 160
    ...bonds were priced at one-month LIBOR plus 0.96 percent with a weighted average life of 4.6 years. On February 9, 2012, we issued $547 million of Private Education Loan ABS. The AAA bonds were priced at one-month LIBOR plus 2.32 percent with a weighted average life of 3 years. Auction Rate Securities...

  • Page 161
    ... December 31, 2011, borrowing under the facility totaled $1.2 billion, and matures by February 15, 2012, and was secured by $1.4 billion of FFELP Loans. We have provided a guarantee to the FHLB-DM for the performance and payment of HICA's obligations. Other Funding Sources Sallie Mae Bank During the...

  • Page 162
    ... fees. The rate on the bond was swapped from a fixed rate to a floating rate equal to an all-in cost of one-month LIBOR plus 5.4 percent. The proceeds of these bonds were designated for general corporate purposes. The following table summarizes activity related to the senior unsecured debt...

  • Page 163
    ... balance sheet on January 1, 2010. FFELP Stafford and PLUS As of December 31, 2009 Consolidation Private Loan Education (1) Trusts Loan Trusts (Dollars in millions) Total Fair value of Residual Interests ...Underlying securitized loan balance ...Weighted average life Prepayment speed (annual rate...

  • Page 164
    ... addition, the trusts have entered into $13.8 billion of interest rates swaps which are primarily used to convert Prime received on securitized student loans to LIBOR paid on the bonds. At December 31, 2011, the net positive exposure on swaps in securitization trusts is $807 million. Current turmoil...

  • Page 165
    ... for hedge accounting treatment because the pay down of principal of the student loans underlying the Floor Income embedded in those student loans does not exactly match the change in the notional amount of our written Floor Income Contracts. Additionally, the term and the interest rate index of...

  • Page 166
    ...or number of contracts of all derivative instruments at December 31, 2011 and 2010, and their impact on other comprehensive income and earnings for the years ended December 31, 2011, 2010 and 2009. Impact of Derivatives on Consolidated Balance Sheet Hedged Risk Exposure Fair Value Trading Total Cash...

  • Page 167
    ... related to our Total Return Swap Facility. Impact of Derivatives on Consolidated Statements of Income Unrealized Gain (Loss) on Derivatives(1)(2) (Dollars in millions) 2011 2010 2009 Realized Gain Unrealized Gain (Loss) on (Loss) on (3) Derivatives Hedged Item(1) Years Ended December 31, 2011...

  • Page 168
    ... held in restricted cash accounts. The trusts do not have the ability to sell or re-pledge securities they hold as collateral. Counterparty has the right to sell or re-pledge securities. Our corporate derivatives contain credit contingent features. At our current unsecured credit rating, we have...

  • Page 169
    ... trusts' credit ratings. 8. Other Assets The following table provides the detail of our other assets. December 31, 2011 Ending % of Balance Balance December 31, 2010 Ending % of Balance Balance (Dollars in millions) Accrued interest receivable ...Derivatives at fair value ...Income tax asset, net...

  • Page 170
    ... and third quarters of 2011, we repurchased 19.1 million shares for an aggregate purchase price of $300 million. With these purchases, we fully utilized this share repurchase authorization. On January 26, 2012, we increased the quarterly dividend on our common stock to $.125 per share. The next such...

  • Page 171
    ...CONSOLIDATED FINANCIAL STATEMENTS (Continued) 9. Stockholders' Equity (Continued) The following table summarizes our common share repurchases and issuances. 2011 Years Ended December 31, 2010 2009 Common stock ...Average purchase price per share ...Shares repurchased related to employee stock-based...

  • Page 172
    ... per share data) Years Ended December 31, 2011 2010 2009 Numerator: Net income attributable to SLM Corporation ...Preferred stock dividends ...Net income attributable to SLM Corporation common stock ...Denominator: Weighted average shares used to compute basic EPS ...Effect of dilutive securities...

  • Page 173
    ... three years. Price-vested options granted to management employees vest upon our common stock reaching a targeted closing price for a set number of days. Performance-vested options granted to management employees vest one-third per year for three years based on corporate earnings-related performance...

  • Page 174
    ...-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 our stock as of the grant date...

  • Page 175
    ... on the grant date based on our stock price and is amortized to compensation cost on a straight-line basis over the related vesting periods. The following table summarizes restricted stock activity for the year ended December 31, 2011. Number of Shares Weighted Average Grant Date Fair Value Non...

  • Page 176
    ... 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 fair values were amortized to compensation cost on a straight-line basis over a one-year vesting period. As of December 31, 2011...

  • Page 177
    ... 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, there were no restructuring expenses for the year ended December 31, 2011. There were $7 million...

  • Page 178
    ... speeds, default rates, cost of funds, required return on equity, and expected Repayment Borrower Benefits to be earned. In addition, the Floor Income component of our FFELP Loan portfolio is valued with option models using both observable market inputs and internally developed inputs. A number of...

  • 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
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Fair Value Measurements (Continued) amounts change based on changes in the balance of, or pool of assets or debt) hedging trust debt use internally derived assumptions for the trust assets' prepayment speeds and default rates...

  • Page 181
    ... currency interest rate swaps ...Other ...Total derivative assets ...Counterparty netting ...Subtotal(3) ...Cash collateral held ...Net derivative assets ...Total ...Liabilities(2) Derivative instruments(1) Interest rate swaps ...Floor Income Contracts ...Cross currency interest rate swaps ...Other...

  • Page 182
    ... CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 13. Fair Value Measurements (Continued) The following tables summarize the change in balance sheet carrying value associated with Level 3 financial instruments carried at fair value on a recurring basis. Year Ended December 31, 2011...

  • Page 183
    ... amounts recorded in the specified line item in the consolidated statements of income: Years Ended December 31, (Dollars in millions) Servicing and securitization revenue ...Gains (losses) on derivative and hedging activities, net ...Interest expense ...Total ...2011 $ - (298) 224 $ (74) 2010...

  • Page 184
    ...District Court for the Southern District of New York alleging that the Company and certain officers violated federal securities laws by, among other things, issuing a series of materially false and misleading statements with respect to our financial results for year-end 2006 and the first quarter of...

  • Page 185
    ... in the process of 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...

  • Page 186
    ...Education Loans) in the pipeline that we are committed to purchase. 15. 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, 2011 2010 2009 Statutory rate ...State tax, net of federal benefit...

  • Page 187
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 15. Income Taxes (Continued) Income tax expense consists of: (Dollars in millions) 2011 December 31, 2010 2009 Continuing operations current provision/(benefit): Federal ...State ...Foreign ...Total continuing operations current...

  • Page 188
    ...December 31, 2011 2010 Deferred tax assets: Loan reserves ...Market value adjustments on student loans, investments and derivatives ...Stock-based compensation plans ...Deferred revenue ...Accrued expenses not currently deductible ...Operating loss and credit carryovers ...Student loan premiums and...

  • Page 189
    .... Private Education Loans bear the full credit risk of the borrower. We manage this risk by underwriting and pricing according to credit risk based upon customized credit scoring criteria and the addition of qualified cosigners. For the year ended December 31, 2011, our annual charge-off rate for...

  • Page 190
    ... from our Campus Solutions business are held at the Bank. In addition, Upromise rewards earned by members are held at the Bank. We face competition for Private Education Loans from a group of the nation's larger banks and local credit unions. The following table includes asset information for our...

  • Page 191
    ... 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 2011, we generated servicing revenue from over 1,100 schools...

  • Page 192
    ... from late fees on the loans. Our FFELP Loan portfolio will amortize over approximately 20 years. Our goal is to maximize the cash flow generated by the portfolio. We will seek to acquire other third-party FFELP Loan portfolios to add net interest income and servicing revenue. The Higher Education...

  • Page 193
    ...customers they serve, and they reflect the manner in which financial information is currently evaluated by management. Intersegment revenues and expenses are netted within the appropriate financial statement line items consistent with the income statement presentation provided to management. Changes...

  • Page 194
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16. Segment Reporting (Continued) Segment Results and Reconciliations to GAAP Year Ended December 31, 2011 Consumer Business FFELP Total "Core Total Lending Services Loans Other Eliminations(1) Earnings" Adjustments(2) GAAP $2,...

  • Page 195
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16. Segment Reporting (Continued) Year Ended December 31, 2010 Consumer Business FFELP Total "Core Total Lending Services Loans Other Eliminations(1) Earnings" Adjustments(2) GAAP $2,353 - 14 2,367 758 1,609 1,298 311 72 - - - 72...

  • Page 196
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 16. Segment Reporting (Continued) Year Ended December 31, 2009 Consumer Business FFELP Total "Core Total Lending Services Loans Other Eliminations(1) Earnings" Adjustments(2) GAAP $2,254 - 13 2,267 721 1,546 1,399 147 70 - - - 70...

  • Page 197
    ... additional net interest margin included in "Core Earnings" contained 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 trusts from...

  • Page 198
    ... consist primarily of the Purchased Paper - Non-Mortgage loan portfolio and a deferred tax asset for intangibles that will be realized when the tax loss for the sale of our Purchased Paper - Non-Mortgage business is utilized on our consolidated income tax return. Liabilities of our discontinued...

  • Page 199
    ...opportunity to originate and service Private Education Loans. Students and their families use multiple sources of funding to pay for their college education, including savings, current income, grants, scholarships, and FFELP and Private Education Loans. Due to an increase in federal loan limits that...

  • Page 200
    ..., including Sallie Mae. Defaulted Direct Loans are collected by 22 private sector companies, including Sallie Mae. Because of the concentration of our business in servicing and collecting on Direct Loans, we are exposed to risks associated with ED reducing the amount of new loan servicing and...

  • Page 201
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 19. Quarterly Financial Information (unaudited) First Quarter 2011 Second Third Quarter Quarter Fourth Quarter (Dollars in millions, except per share data) Net interest income ...Less: provisions for loan losses ...Net interest...

  • Page 202
    ... assets impairment and amortization expense ...Restructuring expenses ...Income tax expense (benefit) ...Net income (loss) from continuing operations ...Loss from discontinued operations, net of taxes ...Net income (loss) ...Preferred stock dividends ...Net income (loss) attributable to common stock...

  • Page 203
    ... who were enrolled in eligible institutions, to finance their educational costs. Payment of principal and interest on the student loans to the holders of the loans is insured by a state or not-forprofit guaranty agency against: • default of the borrower; • the death, bankruptcy or permanent...

  • Page 204
    .... Only PLUS Loan borrowers have to meet credit standards. Eligible schools included institutions of higher education, including proprietary institutions, meeting the standards provided in the HEA. For a school to participate in the program, the U.S. Department of Education ("ED") had to approve its...

  • Page 205
    ... additional information regarding the Consolidation Loan Program, see Appendix A to our 2010 Form 10-K. Guaranty Agencies under the FFELP Under the FFELP, guaranty agencies insured FFELP loans made by eligible lending institutions, paying claims from "federal student loan reserve funds." These loans...

  • Page 206
    ... when the guaranty agency is not successful. A guaranty agency also refers defaulted loans to ED to "offset" any federal income tax refunds or other federal reimbursement which may be due the borrowers. Some states have similar offset programs. To be eligible, FFELP loans must meet the requirements...

  • Page 207
    ... the benefits under the HEA for which he or she is not eligible as a borrower on a defaulted loan, such as new federal aid, and the negative credit record is expunged. No student loan may be rehabilitated more than once. The July 1, 2009 technical corrections made to the HEA under H.R. 1777, Public...

  • Page 208
    ... 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 209
    ... Income is Floor Income 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 - For loans disbursed before April 1, 2006, FFELP Loans generally earn interest at the higher...

  • Page 210
    ... Education Loan business, we use the term "non-traditional 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 graduation rates...

  • Page 211
    ... is reset annually, exceeds the applicable maximum borrower rate. For PLUS loans disbursed on or after January 1, 2000, this limitation on SAP was repealed effective April 1, 2006. Variable Rate Floor Income - Variable Rate Floor Income is Floor Income that is earned only through the next date at...