Sallie Mae 2014 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, 2014
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) 451-0200
(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
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 No
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
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
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
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
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
The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2014 was $3.5 billion (based on closing sale price of $8.31 per
share as reported for the NASDAQ Global Select Market).
As of January 31, 2015, there were 423,476,360 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement relating to the Registrant’ s 2015 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on
Form 10-K.

Table of contents

  • Page 1
    ... file numbers 001-13251 SLM Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware (State of Other Jurisdiction of Incorporation or Organization) 52-2013874 (I.R.S. Employer Identification No.) 300 Continental Drive, Newark, Delaware (Address of Principal Executive Offices...

  • Page 2
    ... Officers and Corporate Governance ...Item 11. Executive Compensation ...Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...Item 13. Certain Relationships and Related Transactions, and Director Independence ...Item 14. Principal Accounting Fees...

  • Page 3
    ...after they are electronically filed with, or furnished to, the SEC. In addition, copies of our Board Governance Guidelines, Code of Business Conduct (which includes the code of ethics applicable to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and the...

  • Page 4
    ... publicly traded entities an education loan management, servicing and asset recovery business: Navient Corporation ("Navient"), and a consumer banking business: SLM Corporation. Our principal executive offices are located at 300 Continental Drive, Newark, Delaware 19713, and our telephone number...

  • Page 5
    ... or the interest rates we charge other than those restrictions generally applicable to all similarly situated banks. We plan to supplement our deposit base by raising term funding in the long-term asset backed securities ("ABS") market in 2015, collateralized by pools of Private Education Loans. We...

  • Page 6
    ... repayment options. Our Smart Option Student Loan features no origination fees and no prepayment penalties, provides rewards for paying on time, and offers a choice of repayment options, and either variable or fixed interest rates. _____ 1 Sallie Mae's How America Pays for College 2014, conducted...

  • Page 7
    ... transitioning from school to the work force, however, require more time before making full payments of principal and interest. As a result, Sallie Mae created a Graduated Repayment Plan to assist new graduates with additional payment flexibility. Smart Option Student Loans disbursed on or after...

  • Page 8
    ... Loan market include large banks such as Wells Fargo Bank NA, Discover Bank, RBS Citizens, and PNC Bank NA, as well as a number of smaller specialty finance companies. Our primary lending focus is on public and private not-for-profit four-year degree granting institutions. We do limited business...

  • Page 9
    ....3 Tuition and fees are likely to continue to grow at the more modest rates of recent years. _____ 3 Source: The College Board-Trends in College Pricing 2014. © 2014 The College Board. www.collegeboard.org. • Borrowing from federal education loan programs increased at a compound annual growth...

  • Page 10
    .... Annual originations peaked at $21.1 billion in AY 2007-2008 and declined to $6.0 billion in AY 2010-2011. Contributing to the decline in the market for Private Education Loans was a significant tightening of underwriting standards by Private Education Loan providers, including Sallie Mae. Private...

  • Page 11
    ....org, College Board -Trends in Student Pricing 2014. © 2014 The College Board. www.collegeboard.org, MeasureOne Private Student Loan quarterly dataset, National Student Clearinghouse - Term Enrollment Estimates and Company Analysis. Other sources for these data points also exist publicly and may...

  • Page 12
    ... consumer debts may be collected by collection agencies; the Truth in Savings Act and Regulation DD issued by the CFPB, which requires disclosure of deposit terms to consumers; Regulation CC issued by the Federal Reserve Bank ("FRB"), which relates to the availability of deposit funds to consumers...

  • Page 13
    ...written orders of a government agency. Violations can include failure to timely file required reports, filing false or misleading information or submitting inaccurate reports. Civil penalties may be as high as $1,000,000 a day for such violations and criminal penalties for some financial institution...

  • Page 14
    ...directly levied against the Bank in connection with these matters. Under the Department of Justice Order, Navient is solely responsible for reimbursing SCRA benefits and related compensation on behalf of both its subsidiary, Navient Solutions, Inc., and the Bank. At the time of this filing, the Bank...

  • Page 15
    ...assets of a bank minus its average tangible equity during each quarter. The February 7, 2011 final rule modifies two adjustments added to the risk-based pricing system in 2009 (an unsecured debt adjustment and a brokered deposit adjustment), discontinues a third adjustment added in 2009 (the secured...

  • Page 16
    ... loans, except for certain transactions with limited connections to the United States and U.S. investors. The regulations generally require securitizers of asset-backed securities, such as Sallie Mae, to retain at least five percent of the credit risk of the assets being securitized. The final rules...

  • Page 17
    .... The rules prohibit insured depository institutions and their affiliates (collectively, "banking entities") from engaging in proprietary trading and from investing in, sponsoring, or having certain financial relationships with certain private funds. These prohibitions are subject to a number of...

  • Page 18
    ... in our business also subjects us to risks associated with changes in repayment and prepayment rates on Private Education Loans. Most of our Smart Option Education Loan products promote accelerated repayment. Increases in employment levels, wages, family income or alternative sources financing...

  • Page 19
    ... laws applicable to our Private Education Loan lending and retail banking activities, including laws governing fair lending, unfair, deceptive and abusive acts and practices, service member protections, interest rates and loan fees, disclosures of loan terms, marketing, servicing and collections...

  • Page 20
    ... levels to make the origination of new Private Education Loans possible or profitable. A number of factors, some of which are beyond our control, may adversely affect our loan portfolio funding and disposition activities and thereby adversely affect our business, financial position, results...

  • Page 21
    ... of ABS investors, rating agencies, or credit facility providers. • In structuring and facilitating securitizations of Private Education Loans, administering securitization trusts or providing portfolio management, we may incur liabilities to transaction parties. Under applicable state and...

  • Page 22
    ... and management's estimates of the uncollectability of debt - from two years to one year to reflect both the shorter charge-off policy and its related servicing practices. Prior to the Spin-Off, the Bank sold all loans past 90 days delinquent to an entity that is now a subsidiary of Navient. Post...

  • Page 23
    ...'s Private Education Loan default aversion strategies were focused on the final stages of delinquency, from 150 days to 212 days. As a result of changing our corporate charge-off policy to charging off at 120 days delinquent and greatly reducing the number of potentially delinquent loans we sell to...

  • Page 24
    ... transactions in compliance with legal and regulatory standards and our product specifications, which change to reflect our business needs and new or revised regulatory requirements. As processing demands change and our Private Education Loan portfolio grows in both volume and differing terms and...

  • Page 25
    ... secure transmission of information across our data communication network, and for other telecommunications, processing, remittance and technology-related services in connection with our business. If a service provider fails to provide the services we require or expect, or fails to meet applicable...

  • Page 26
    ... numbers sufficient to sustain the growth of our business. The complete separation of the pre-Spin-Off organization into two publicly traded companies will continue to require significant ongoing execution and administration at all levels of the internal organization. A team of employees is charged...

  • Page 27
    ...FDIC and the Department of Justice, other than fines directly levied against the Bank in connection with these matters. Under the Department of Justice order, Navient is solely responsible for reimbursing SCRA benefits and related compensation on behalf of both its subsidiary, Navient Solutions, Inc...

  • Page 28
    ... other deposit insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this "Risk Factors" section and elsewhere in this report and is subject to the same market forces that affect the price of securities of any company...

  • Page 29
    the process for obtaining such approval is complicated and time-consuming, often taking longer than six months, and a proposed acquisition may be disapproved for a variety of factors, including, but not limited to: antitrust concerns, financial condition and managerial competence of the applicant, ...

  • Page 30
    ...mortgage. We believe that our headquarters, loan servicing centers, data center, back-up facility and data management and collection centers are generally adequate to meet our long-term lending and business goals. Our headquarters are currently located in owned space at 300 Continental Drive, Newark...

  • Page 31
    ... identified liabilities relating to the conduct of our consumer banking business. Nonetheless, given the prior usage of the Sallie Mae and SLM names by entities now owned by Navient, we and our subsidiaries may from time to time be improperly named as defendants in legal proceedings where...

  • Page 32
    ... the high and low sales prices for our common stock for each full quarterly period within the two most recent fiscal years. The prices on and before April 30, 2013 include the value of Navient, which was spun off on that date. The prices after that date reflect only the business of SLM Corporation...

  • Page 33
    ... per share data) Total Number of Shares Purchased(1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Period: October 1 - October 31, 2014 ...November 1 - November 30, 2014...December 1 - December 31, 2014 ...Total fourth-quarter 2014...

  • Page 34
    ...this graph, the Navient Corporation distribution is treated as a non-taxable cash dividend of $16.56 that would have been reinvested in SLM Corporation common stock at the close of business April 30, 2014. Five Year Cumulative Total Stockholder Return Company/Index SLM Corporation...S&P Midcap 400...

  • Page 35
    ... share attributable to SLM Corporation common shareholders(1) ...Return on common stockholders' equity ...Net interest margin ...Return on assets ...Average equity/average assets ...Balance Sheet Data: Student loans, net ...Total assets ...Total deposits ...Total SLM Corporation stockholders' equity...

  • Page 36
    ...analysis presents a review of our business and operations as of and for the year ended December 31, 2014. On April 30, 2014, we completed our plan to legally separate into two distinct publicly traded entities - an education loan management, servicing and asset recovery business, Navient Corporation...

  • Page 37
    ... on our Private Education Loans are determined by risk characteristics such as loan status (in-school, grace, forbearance, repayment and delinquency), loan seasoning (number of months in active repayment), underwriting criteria (e.g., credit scores), presence of a cosigner and the current economic...

  • Page 38
    ...of loans from early to late stage delinquency. Prior to the Spin-Off, the Bank would sell delinquent loans to an entity that is now a subsidiary of Navient when the loans became 90 days delinquent. As a result, there were no charge-offs recorded in our financial statements prior to April 1, 2014. In...

  • Page 39
    ... table reflects adjustments associated with our derivative activities. Years Ended December 31, (Dollars in thousands, except per share amounts) 2014 2013 2012 "Core Earnings" adjustments to GAAP: GAAP net income attributable to SLM Corporation ...$ Preferred stock dividends ...GAAP net income...

  • Page 40
    ... other deposits. Loan Sales and Securitizations We intend to diversify our funding by issuing term asset backed securities. Term asset backed securities provide longterm funding for our Private Education Loan portfolio at attractive interest rates and at terms that effectively match the average life...

  • Page 41
    ...Bank to Independently Originate and Service Private Education Loans On April 30, 2014, we completed our plan to legally separate into two distinct publicly traded entities - an education loan management, servicing and asset recovery business, Navient, and a consumer banking business, SLM Corporation...

  • Page 42
    ...of Private Education Loans could directly affect our business and decisions regarding the form, loan limits and budget scoring of federal education loan programs could indirectly affect our business. As of January 1, 2015, the CFPB became the primary consumer protection regulator for Sallie Mae Bank...

  • Page 43
    ... years as the number of loans we service grows to a level commensurate with our loan origination platform and we control the growth of our expense base. We intend for the Bank to retain servicing of all Private Education Loans we originate, regardless of whether we hold them in our portfolio or sell...

  • Page 44
    Results of Operations We present the results of operations below first on a consolidated basis in accordance with GAAP. GAAP Statements of Income Increase (Decrease) (Dollars in millions, except per share data) Interest income: Loans ...$ Years Ended December 31, 2014 2013 2012 661 9 4 674 96 578 ...

  • Page 45
    ... a subsidiary of Navient at a higher price. Gains on sales of securities, net decreased $64 million in 2014 compared with 2013 because there were no sales in 2014 and a $585 million sale of securities in 2013. The securities sold in 2013 were ABS backed by FFELP Loans and were originally contributed...

  • Page 46
    ...servicing and marketing costs as well as an $11 million reserve for estimated remediation costs relating to the 2014 FDIC order. In 2012 we recorded a $9 million write-down of intangible assets. The increase in 2013 of the effective tax rate to 38.2 percent from 36.9 percent in the prior year period...

  • Page 47
    ... net interest margin on a consolidated basis. Years Ended December 31, 2014 (Dollars in thousands) Balance Rate Balance 2013 Rate Balance 2012 Rate Average Assets Private Education Loans ...$ FFELP Loans ...Taxable securities ...Cash and other short-term investments ...Total interest-earning assets...

  • Page 48
    ... origination costs and unamortized premium ...Allowance for loan losses ... Total education loan portfolio ...$ 8,246,647 % of total ..._____ (1) (2) 87 % Loans for customers still attending school and are not yet required to make payments on the loan. Includes loans in deferment or forbearance...

  • Page 49
    ...240 100 % December 31, 2010 Private Education Loans FFELP Loans (Dollars in thousands) Total Portfolio Total education loan portfolio ...$ 4,457,244 % of total ...96 % $ 202,226 4% $ 4,659,470 100 % Average Education Loan Balances (net of unamortized premium/discount) Years Ended December 31...

  • Page 50
    ... Private Education Loan originations. Years Ended December 31, (Dollars in thousands) 2014 % 2013 % 2012 % Smart Option - interest only(1) ...$ 998,612 Smart Option - fixed pay(1) ...1,256,978 Smart Option - deferred(1) ...1,817,011 Smart Option - principal and interest ...3,347 Total Private...

  • Page 51
    ... 60,278 $ - $ 60,278 $ - $ - $ - $ - $ - $ - Years Ended December 31, 2011 Private Education Loans FFELP Loans Total Portfolio Private Education Loans 2010 FFELP Loans Total Portfolio (Dollars in thousands) Less: Charge-offs ...Student loan sales ...Plus: Recoveries ...Provision for...

  • Page 52
    ... for Private Education Loan losses, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates - Allowance for Loan Losses." Our default aversion strategies are focused on the final stages of delinquency. Pre...

  • Page 53
    The table below presents our Private Education Loan delinquency trends. Loans in repayment includes in-school loans making interest only and fixed payments as well as loans that have entered full principal and interest repayment status after any applicable grace period. December 31, (Dollars in ...

  • Page 54
    ... not grant any reduction in the total repayment obligation (principal or interest). While in forbearance status, interest continues to accrue and is capitalized to principal when the loan re-enters repayment status. Our forbearance policies include limits on the number of forbearance months granted...

  • Page 55
    ... forbearance time. Prior to the Spin-Off, the Bank sold Private Education Loans that were delinquent more than 90 days or were granted a hardship forbearance to an entity that is now a subsidiary of Navient. As such, the Bank did not hold many loans in forbearance. Because of this past business...

  • Page 56
    Monthly Scheduled Payments Due (Dollars in millions) December 31, 2013 0 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 3160 days...Loans in ...

  • Page 57
    Private Education Loan Repayment Options Certain loan programs allow customers to select from a variety of repayment options depending on their loan type and their enrollment/loan status, which include the ability to extend their repayment term or change their monthly payment. Signature and Other ...

  • Page 58
    ...Private Education Loans, servicing our bank deposits, and payment of required dividends on our preferred stock. To achieve these objectives we analyze and monitor our liquidity needs, maintain excess liquidity and access diverse funding sources, such as deposits at the Bank, issuance of secured debt...

  • Page 59
    ... years ended December 31, 2014, 2013 and 2012, respectively. In the past, we offered debit cards associated with interest bearing consumer deposit ("NOW") accounts to facilitate the distribution of financial aid refunds and other payables to students. These debit cards were serviced by third party...

  • Page 60
    ... rates, may require us to return cash collateral held or may require us to access primary liquidity to post collateral to counterparties. The table below highlights exposure related to our derivative counterparties as of December 31, 2014. (Dollars in thousands) SLM Corporation and Sallie Mae Bank...

  • Page 61
    ... employee stock based compensation plans. Our Board of Directors will periodically reconsider these matters. On July 9, 2013, the FDIC Board of Directors approved an interim final rule that adopts new guidelines related to regulatory capital measurement and reporting. The interim final rule became...

  • Page 62
    ...charged to us is the discount rate set by the FRB. We did not utilize this facility in the years ended December 31, 2014 and 2013. On December 19, 2014, we closed a new $750 million private asset backed commercial paper ("ABCP") education loan funding facility. Under FDIC guidelines, we are required...

  • Page 63
    ... forecast is estimated, a recovery assumption is layered on top. In connection with the Spin-Off, we changed our charge-off policy for Private Education Loans to charging off loans when the loans reach 120 days delinquent. Pre-Spin-Off SLM default aversion strategies were focused on the final stages...

  • Page 64
    ... allowance for FFELP Loan losses uses historical experience of customer 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...

  • Page 65
    ... statement in addition to any new and emerging risks. The Board of Directors, with senior management, took significant steps to continue the development of the enterprise risk management function during 2014. Selected actions included the following: • The on-boarding of a Chief Risk Officer...

  • Page 66
    ...the annual business plan. Chief Risk Officer. The Chief Risk Officer is responsible for the effectiveness of the ERM framework, the risk appetite statement and related governance components. Additionally, the CRO is responsible for establishing processes relating to risk reporting, issues management...

  • Page 67
    ... our employees to take inappropriate risks which could impact our financial position and controls, reputation and operations; reviewing the annual risk assessment of our incentive compensation plans conducted by our Chief Compliance Officer, Chief Risk Officer, and audited by our Chief Audit Officer...

  • Page 68
    ...as well as the Board of Directors. The credit risk related to Private Education Loans is managed within a credit risk infrastructure which includes: (i) a welldefined underwriting, asset quality and collection policy framework; (ii) an ongoing monitoring and review process of portfolio concentration...

  • Page 69
    ...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 other funding sources through Sallie Mae Bank. Our funding and liquidity risk management activities are centralized within our Corporate...

  • Page 70
    conducted in the various aspects of our business on matters as diverse as the launch of new products and services, our credit underwriting activities and how we fund operations. Our public relations, marketing and media teams constantly monitor print, electronic and social media to understand how we...

  • Page 71
    ... directly levied against the Bank. • • Long-Term Arrangements The Loan Servicing and Administration Agreement governs the terms by which Navient provides servicing, administration and collection services for the Bank's portfolio of FFELP Loans and Private Education Loans, as well as servicing...

  • Page 72
    ... relationship with Navient ("Split Loans") when the Split Loans either (1) are more than 90 days past due; (2) have been restructured; (3) have been granted a hardship forbearance or more than 6 months of administrative forbearance; or (4) have a borrower or cosigner who has filed for bankruptcy...

  • Page 73
    ... rate debt versus floating rate assets. As part of its suite of financial products, the Bank offers fixed-rate Private Student Loans. As with other Private Student Loans, the term to maturity is lengthy, and the customer has the option to repay the loan faster than the promissory note requires...

  • Page 74
    ... 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 (which have occurred in recent years...

  • Page 75
    ... at December 31, 2014. Weighted (Averages in Years) Average Life 6.2 0.4 5.0 Earning assets Student loans Cash and investments Total earning assets Deposits Short-term deposits Long-term deposits Total deposits 0.1 3.3 1.2 Item 8. Financial Statements and Supplementary Data Reference is made to...

  • Page 76
    ...the significantly smaller size of the Company post-Spin-Off. Other than those noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2014 that has materially...

  • Page 77
    ... and Management and Related Stockholder Matters The information contained in the 2015 Proxy Statement, including information appearing in the sections titled "Equity Compensation Plan Information," "Ownership of Common Stock" and "Ownership of Common Stock by Directors and Executive Officers" in...

  • Page 78
    ... because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. 3. Exhibits The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. We will furnish...

  • Page 79
    ... Equity Plan Non-Employee Director Stock Option Agreement - 2009 (incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q filed on November 5, 2009). Form of SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement, Net Settled, Time Vested Options - 2010...

  • Page 80
    ... Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on July 24, 2014). Letter Agreement, dated April 24, 2014, with Jeffrey Dale. SLM Corporation Deferred Compensation Plan for Key Employees (as Established Effective...

  • Page 81
    ...†* List of Subsidiaries. Consent of KPMG LLP...Calculation Linkbase Document. XBRL Taxonomy Extension Definition Linkbase Document. XBRL Taxonomy Extension Label Linkbase Document. XBRL Taxonomy Extension Presentation Linkbase Document. Management Contract or Compensatory Plan or Arrangement Filed...

  • Page 82
    ... Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 26, 2015 SLM CORPORATION By: /S/ RAYMOND J. QUINLAN Raymond J. Quinlan Executive Chairman and Chief Executive Officer 80

  • Page 83
    ...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. /S/ RAYMOND J. QUINLAN Raymond J. Quinlan Executive Chairman and Chief Executive Officer (Principal Executive Officer) February 26, 2015...

  • Page 84

  • Page 85
    ... Public Accounting Firm ...F-2 Report of Independent Registered Public Accounting Firm ...F-3 Consolidated Balance Sheets ...F-4 Consolidated Statements of Income ...F-5 Consolidated Statements of Comprehensive Income ...F-6 Consolidated Statements of Changes in Equity ...F-7 Consolidated Statements...

  • Page 86
    ...the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the SLM Corporation and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in...

  • Page 87
    Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders SLM Corporation: We have audited the accompanying consolidated balance sheets of SLM Corporation and subsidiaries (the Company) as of December 31, 2014 and 2013, and the related consolidated statements of...

  • Page 88
    ... ...Additional paid-in capital ...Navient's subsidiary investment ...Accumulated other comprehensive loss (net of tax benefit $(7,186) and $(1,849), respectively) ...Retained earnings ...Total SLM Corporation's stockholders' equity before treasury stock...Less: Common stock held in treasury at...

  • Page 89
    SLM CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Years Ended December 31, 2014 2013 2012 Interest income: Loans ...Investments ...Cash and cash equivalents...Total interest income ...Interest expense: Deposits ...Other interest expense ...Total interest ...

  • Page 90
    SLM CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Years Ended December 31, 2014 2013 2012 Net income ...Other comprehensive income (loss): Unrealized gains (losses) on investments: Unrealized gain on investments ...Reclassification adjustments for (gain) on sale of ...

  • Page 91
    SLM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands) Navient's Subsidiary Investment Balance at December 31, 2011 ...Net income (loss) ...Other comprehensive income, net of tax ...Total comprehensive income (loss) ...Net transfers to affiliate ...Balance at December 31, 2012 ...

  • Page 92
    ... (434) - 185,416 479,409 Net transfers from affiliate ... Separation adjustments related to Spin-Off of Navient Corporation Sale of noncontrolling interest Cash dividends: Preferred Stock, series A ($2.61 per share) Preferred Stock, series B ($1.47 per share) 7,300,000 422,790,320 - 422,790...

  • Page 93
    ... Navient ...(Decrease) increase in other liabilities ...Total adjustments ...Total net cash (used in) provided by operating activities ...Investing activities Student loans acquired and originated ...Net proceeds from sales of student loans held for investment ...Proceeds from claim payments ...Net...

  • Page 94
    Dividend paid to entity that is a subsidiary of Navient ...Net cash provided by financing activities ...Net increase in cash and cash equivalents ...Cash and cash equivalents at beginning of year ...Cash disbursements made for: Interest - 2,002,059 176,915 2,182,865 (120,000) 1,244,879 583,783 1,...

  • Page 95
    ... financial rewards on everyday purchases to help families save for college. On April 30, 2014, we completed our plan to separate into two distinct publicly traded entities-an education loan management, servicing and asset recovery business, Navient Corporation ("Navient"), and a consumer banking...

  • Page 96
    ... are presented on a basis of accounting that reflects a change in reporting entity and have been adjusted for the effects of the Spin-Off. These carve-out financial statements and selected financial information represent only those operations, assets, liabilities and equity that form Sallie Mae on...

  • Page 97
    ... Accounting Policies (Continued) Investments Investments include mortgage-backed securities in 2014, and asset-backed securities and mortgage-backed securities in 2013 and 2012. We record our investment purchases and sales on a trade date basis. The amortized cost of debt securities is adjusted...

  • Page 98
    ... at the reporting date based on a projection of estimated probable credit losses incurred in the portfolio. In determining the allowance for loan losses on our Private Education Loan non-troubled debt restructuring ("TDR") portfolio, we estimate the principal amount of loans that will default over...

  • Page 99
    ...Off, we changed our chargeoff policy for Private Education Loans to charging off loans when they reach 120 days delinquent. As a result of changing our corporate charge-off policy and greatly reducing the number of potentially delinquent loans we sell to Navient, our default aversion strategies must...

  • Page 100
    ... for Private Education Loan losses, the allowance for FFELP Loan losses uses historical experience of customer 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...

  • Page 101
    ..., amortization is adjusted on a cumulative basis to reflect the change since the origination of the loan. We also pay to the U.S. Department of Education ("ED") an annual 105 basis point Consolidation Loan Rebate Fee on FFELP Consolidation Loans which is netted against loan interest income...

  • Page 102
    ...-term Private Education Loan sales to Navient to facilitate an orderly transition after the Spin-Off, neither the Company nor Navient has any ongoing obligation to buy or sell Private Education Loans to or from the other. Other Income Our Upromise subsidiary has a number of programs that encourage...

  • Page 103
    ... legally responsible for $283 million of deferred taxes payable (installment payments due quarterly through 2018) in connection with gains recognized by pre-Spin-Off SLM on debt repurchases in prior years. As part of the tax sharing agreement between us and Navient, Navient has agreed to fully pay...

  • Page 104
    ... 2014 and 2013, we had no outstanding cash equivalents. In 2010, the FRB introduced the Term Deposit Facility to facilitate the conduct of monetary policy by providing a tool that may be used to manage the aggregate quantity of reserve balances held by depository institutions. Under this program the...

  • Page 105
    ... portfolio. Ten of the 20 securities in a net loss position were issued by Ginnie Mae. We have the ability and the intent to hold these securities for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security. As of December 31, 2014...

  • Page 106
    ... funded through financial aid, government loans or customers' resources. Private Education Loans bear the full credit risk of the customer. We manage this risk through risk-performance underwriting strategies and qualified cosigners. Private Education Loans generally carry a variable rate indexed...

  • Page 107
    ... not grant any reduction in the total repayment obligation (principal or interest). While in forbearance status, interest continues to accrue and is capitalized to principal when the loan re-enters repayment status. Our forbearance policies include limits on the number of forbearance months granted...

  • Page 108
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, unless otherwise noted) 5. Loans Held for Investment (Continued) The period of delinquency for loans is based on the number of days scheduled payments are contractually past due. As of December 31, 2014 ...

  • Page 109
    ..., as it requires material estimates that may be susceptible to significant changes. We believe the allowance for loan losses is appropriate to cover probable losses incurred in the loan portfolios. See Note 2, "Significant Accounting Policies - Allowance for Private Education Loan Losses" for...

  • Page 110
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, unless otherwise noted) 6. Allowance for Loan Losses (Continued) Allowance for Loan Losses Year Ended December 31, 2013 Private Education Loans FFELP Loans Total Allowance for Loan Losses Beginning ...

  • Page 111
    ... a percentage of the ending loans in repayment ...Allowance coverage of charge-offs ...Ending total loans ...$ Average loans in repayment ...$ Ending loans in repayment ...$ (1) Prior to the Spin-Off, Private Education Loans were sold to an entity that is now a subsidiary of Navient prior to being...

  • Page 112
    ...and the present value of expected future cash flows discounted at the loan's original effective interest rate. Within the Private Education Loan portfolio, loans greater than 90 days past due are considered to be nonperforming. FFELP Loans are at least 97 percent guaranteed as to their principal and...

  • Page 113
    ... ...Total TDR loans in repayment ...Total TDR loans, gross...$ _____ (1) Deferment includes customers who have returned to school or are engaged 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...

  • Page 114
    ... are FICO scores, the existence of a cosigner, the loan status and loan seasoning. The FICO scores are assessed at origination and maintained through the loan's term. The following table highlights the gross principal balance of our Private Education Loan portfolio stratified by key credit quality...

  • Page 115
    ... the loan status and aging of past due loans. Loans in repayment includes in-school loans making interest only and fixed payments as well as loans that have entered full principal and interest repayment status after any applicable grace period. Private Education Loan Delinquencies December 31, 2014...

  • Page 116
    ... amount of accrued interest on our 90 days past due portfolio for all periods presented. Private Education Loan Accrued Interest Receivable Total Interest Receivable Greater Than 90 Days Past Due Allowance for Uncollectible Interest December 31, 2014 ...$ December 31, 2013 ...$ 445,710 $ 333,857...

  • Page 117
    ... years ended December 31, 2014, 2013 and 2012, respectively. In the past, we offered debit cards associated with interest bearing consumer deposit ("NOW") accounts to facilitate the distribution of financial aid refunds and other payables to students. These debit cards were serviced by third party...

  • Page 118
    ... Stock Purchase Plan account. See Note 14, "Stock Based Compensation Plans and Arrangements" for additional details regarding this plan. 9. Asset-Backed Commercial Paper Funding Facility On December 19, 2014, we closed a new $750 million private asset backed commercial paper ("ABCP") education loan...

  • Page 119
    ... banks, which totaled $100,000 at December 31, 2014. The interest rate charged to the Company on these lines of credit is priced at Fed Funds plus a spread at the time of borrowing, and is payable daily. We did not utilize these lines of credit in 2014, 2013 and 2012. We established an account...

  • Page 120
    ... due to changes in interest rates or total changes in cash flow. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate deposits. During the next twelve months, we estimate that $19...

  • Page 121
    ... Value Hedges December 31, 2014 December 31, 2013 Trading December 31, 2014 December 31, 2013 Total December 31, 2014 December 31, 2013 Fair Values(1) Derivative Assets:(2) Interest rate Interest swaps ...rate Derivative Liabilities:(2) Interest rate Interest swaps ...rate Total net derivatives...

  • Page 122
    ... 31, 2014 2013 Trading December December 31, 31, 2014 2013 Total December December 31, 31, 2014 2013 - $ 3,044,492 $ 2,089,624 $ 973,539 $ 575,131 $ 5,124,951 $ 2,664,755 Impact of Derivatives on the Consolidated Statements of Income Years Ended December 31, 2014 Fair Value Hedges Interest rate...

  • Page 123
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, unless otherwise noted) 11. Derivative Financial Instruments (Continued) Impact of Derivatives on the Statements of Changes in Stockholders' Equity Years Ended December 31, 2014 Amount of loss recognized ...

  • Page 124
    ... repurchases and issuances associated with these programs. Years Ended December 31, (Shares and per share amounts in actuals) Shares repurchased related to employee stock-based compensation plans(1) ...Average purchase price per share...Common shares issued(2) ...(1) 2014 2013 2012 $ 1,365...

  • Page 125
    ... of the net transfers (to)/from the entity that is now a subsidiary of Navient are summarized below: Years Ended December 31, 2014 2013 2012 Capital contributions: Loan origination activities ...$ Loan sales...Corporate overhead activities ...Special cash contribution ...Other...Total capital...

  • Page 126
    ...data) 2014 2013 2012 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: Dilutive effect of stock options...

  • Page 127
    ... targeted closing price for a set number of days. Performancevested options granted to management employees vest one-third per year for three years based on corporate earnings-related performance targets. Options granted to non-employee directors vest upon the director's election to the Board. F-43

  • Page 128
    ... totaled $4,853 for the year ended December 31, 2014. Represents the adjustment to preserve the intrinsic value of the outstanding equity awards held by SLM and Navient employees. As of December 31, 2014, there was $362 of unrecognized compensation cost related to stock options net of estimated...

  • Page 129
    ... held by SLM and Navient employees. As of December 31, 2014, there was $188 of unrecognized compensation cost related to restricted stock net of estimated forfeitures, which is expected to be recognized over a weighted average period of 0.5 years. (2) (3) Restricted Stock Units and Performance...

  • Page 130
    ... and Navient employees. As of December 31, 2014, there was $14,506 of unrecognized compensation cost related to RSUs net of estimated forfeitures, which is expected to be recognized over a weighted average period of 2.3 years. (2) (3) Employee Stock Purchase Plan In the third quarter of 2014, we...

  • Page 131
    ... change in balance sheet carrying value associated with level 3 financial instruments carried at fair value on a recurring basis. Asset-Backed Securities Years Ended December 31, 2014 2013 2012 Balance, beginning of period ...$ Total gains/(losses) (realized and unrealized):...Included in earnings...

  • Page 132
    ... loan level cash flows using stated terms of the assets and internally developed assumptions to determine aggregate portfolio yield, net present value and average life. The significant assumptions used to determine fair value are prepayment speeds, default rates, cost of funds and required return...

  • Page 133
    ... of money market, savings, and NOW accounts equal the amounts payable on demand at the balance sheet date and are reported at their carrying value. These are level 1 valuations. Certificates of Deposit The fair value of certificates of deposit are estimated using discounted cash flows based on rates...

  • Page 134
    ... Private Education Loans owned by the Company or its subsidiaries with respect to individual borrowers who also have Private Education Loans which are owned by Navient, in order to optimize the customer's experience. In addition, Navient will continue to service and collect the Bank's portfolio...

  • Page 135
    ... directly levied against the Bank. • • Long-Term Arrangements The Loan Servicing and Administration Agreement governs the terms by which Navient provides servicing, administration and collection services for the Bank's portfolio of FFELP Loans and Private Education Loans, as well as servicing...

  • Page 136
    ... as well as FDIC regulations, the Bank may pay dividends from its net profits without regulatory approval if, following the payment of the dividend, the Bank's capital and surplus would not be impaired. The Bank paid no dividends for the year ended December 31, 2014. Total dividends paid by the Bank...

  • Page 137
    ...'s 2014 Order, the Bank agreed to pay $3.3 million in fines and oversee the refund of up to $30 million in late fees assessed on loans owned or originated by the Bank since its inception in November 2005. Under the terms of the Separation and Distribution Agreement between the Company and Navient...

  • Page 138
    ... tax rate and by the impact of state law changes recorded in 2014. In addition, in 2014 the Company recorded a partial valuation allowance release related to state net operating losses. Income tax expense consists of: December 31, 2014 2013 2012 Current provision: Federal ...State ...Total current...

  • Page 139
    ... and credit carryovers ...Unrealized losses ...Accrued expenses not currently deductible ...Unrecorded tax benefits ...Other ...Total deferred tax assets...Deferred tax liabilities: Gains on repurchased debt ...Fixed assets ...Acquired intangible assets ...Student loan premiums and discounts, net...

  • Page 140
    ... level and in most U.S. states. U.S. federal income tax returns filed for years 2010 and prior have either been audited or surveyed and are now resolved. Various combinations of subsidiaries, tax years, and jurisdictions remain open for review, subject to statute of limitations periods (typically...

  • Page 141
    ... save, plan and pay for college. We primarily originate, service and/or collect loans made to students and their families to finance the cost of their education. We provide funding, delivery and servicing support for education loans in the United States through our Private Education Loan programs...

  • Page 142
    ... the parent company-only financial statements account for the parent company's investments in its subsidiaries under the equity method. Parent Only Condensed Balance Sheets December 31, 2014 Assets Cash and cash equivalents ...$ Total investments in subsidiaries (primarily Sallie Mae Bank) ...Tax...

  • Page 143
    ... 31, 2014 Interest income...Interest expense...Net interest income ...Other income ...Operating expenses ...Loss before income tax expense and equity in net income from subsidiaries ...Income tax (benefit) expense ...Equity in net income from subsidiaries (primarily Sallie Mae Bank) ...Net income...

  • Page 144
    ... Statements of Cash Flows Years Ended December 31, 2014 2013 2012 Cash flows from operating activities: Net income ...Adjustments to reconcile net income to net cash used in operating activities: Undistributed earnings of subsidiaries ...(Increase) decrease in investment in subsidiaries, net...

  • Page 145
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, unless otherwise noted) 23. Selected Quarterly Financial Information (unaudited) 2014 (Dollars in thousands, except per share data) First Quarter 39,159 100,079 33,888 (764) 8,136 63,671 1,767 229 28,658...

  • Page 146
    SLM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, unless otherwise noted) 23. Selected Quarterly Financial Information (unaudited) (Continued) 2013 (Dollars in thousands, except per share data) First Quarter 20,692 95,010 75,222 610 7,799 60,771 537 23 ...