What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-24 compared with 2021-02-25 · 38 added, 24 removed, 71 unchanged (47% of the section changed)

1 unchanged sentence

Our common stock is listed and has traded on the NASDAQ Global Select Market (“Nasdaq”) under the symbol SLM since December 12, 2011.

Previously, our common stock was listed and traded on the New York Stock Exchange.

As of January 31, 2022, there were 279,392,949 shares of our common stock outstanding and 256 holders of record.

We paid quarterly cash dividends on our common stock of $0.03 per share for the first, second, and third quarters of 2021, respectively, and $0.11 per share for the fourth quarter of 2021.

We paid quarterly cash dividends on our common stock of $0.03 per share for each quarter of 2020 and 2019.

For the year ended December 31, 2018, we did not pay dividends on our common stock.

Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors.

2 unchanged sentences

The following table provides information relating to our purchase of shares of our common stock in the three months ended December 31, 2021.

(In thousands, except per share data) Total Number

(In thousands,

except per share data) Total Number

Purchased (1)

15 unchanged sentences

(i) shares purchased under the stock repurchase programs discussed herein, and (ii) shares of our common stock tendered to us to satisfy the exercise price in connection with cashless exercises of stock options, and tax withholding obligations in connection with exercises of stock options and vesting of restricted stock, restricted stock units, and performance stock units.

(2) On January 23, 2019, our Board of Directors authorized us to repurchase shares of our common stock up to an aggregate repurchase price not to exceed $200 million under the 2019 Share Repurchase Program.

As of February 2020, we had utilized all capacity under the 2019 Share Repurchase Program.

On January 22, 2020, our Board of Directors authorized us to repurchase shares of our common stock up to an aggregate repurchase price not to exceed $600 million under the 2020 Share Repurchase Program.

The 2020 Share Repurchase Program expires on January 21, 2022.

In the first quarter of 2020, we paid $525 million under an ASR agreement and received an initial delivery of 44.9 million shares.

See Note 13, “Stockholders’ Equity” to our consolidated financial statements for further discussion.

(2) In the first quarter of 2021, we utilized all capacity then remaining under the 2020 Share Repurchase Program.

On January 27, 2021, our Board of Directors authorized us to repurchase shares of our common stock up to an aggregate repurchase price not to exceed $1.25 billion under the 2021 Share Repurchase Program.

In October 2021, our Board of Directors approved a $250 million increase in the amount of common stock that may be repurchased under our 2021 Share Repurchase Program, which expires on January 26, 2023.

(3) In the fourth quarter of 2021, we repurchased 14.2 million common shares under our 10b5-1 trading plans.

See Note 13, “Stockholders’ Equity” to our consolidated financial statements in this Form 10-K for further discussion.

The closing price of our common stock on Nasdaq on December 31, 2021 was $19.67.

1 unchanged sentence

We utilized all capacity under the 2019 Share Repurchase Program, having repurchased 17 million and 3 million shares of common stock for $167 million and $33 million in the years ended December 31, 2019 and 2020, respectively.

The 2020 Share Repurchase Program expires on January 21, 2022 and permits us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $600 million.

The 2020 Share Repurchase Program expired on January 21, 2022 and permitted us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $600 million.

44 SLM CORPORATION — 2021 Form 10-K

Under the authority of the 2020 Share Repurchase Program, on March 10, 2020, we entered into an ASR with a third-party financial institution under which we paid $525 million for an upfront delivery of our common stock and a forward agreement.

On March 11, 2020, the third-party financial institution delivered to us approximately 44.9 million shares.

The final total actual number of shares of common stock delivered to us pursuant to the forward agreement was based upon the Rule 10b-18 volume-weighted average price at which the shares of our common stock traded during the regular trading sessions on the NASDAQ Global Select Market during the term of the ASR.

The transactions are accounted for as equity transactions and are included in treasury stock when the shares are received, at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

The final total actual number of shares of common stock delivered to us pursuant to the forward agreement was based generally upon a volume-weighted average price at which the shares of our common stock traded during the regular trading sessions on the NASDAQ Global Select Market during the term of the ASR.

The transactions were accounted for as equity transactions and were included in treasury stock when the shares were received, at which time there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

On January 26, 2021, we completed the ASR and upon final settlement on January 28, 2021, we received an additional 13 million shares.

In total, we repurchased 58 million shares under the ASR at an average price per share of $9.01.

For additional information, see Notes to Consolidated Financial Statements, Note 25, “Subsequent Events.”

Under the 2020 Share Repurchase Program, we also repurchased an additional 4 million shares of common stock for $75 million in the three months ended March 31, 2021.

We have now utilized all capacity under the 2020 Share Repurchase Program.

For additional information, see Notes to Consolidated Financial Statements, Note 13, “Stockholders’ Equity.”

On January 27, 2021, we announced the 2021 Share Repurchase Program, which was effective upon announcement and expires on January 26, 2023, and originally permitted us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $1.25 billion.

On October 20 2021, we announced a $250 million increase in the amount of common stock that may be repurchased under our 2021 Share Repurchase Program, which expires on January 26, 2023.

This is in addition to the original $1.25 billion of authorization announced on January 27, 2021, for a total 2021 Share Repurchase Program authorization of $1.5 billion.

Of the total $1.5 billion 2021 Share Repurchase Program authorization, we repurchased 81.1 million shares of common stock at an average price per share of $18.07, for $1.46 billion in the year ended December 31, 2021.

(Those amounts include the shares repurchased under the Tender Offer described below.) There was $38 million of capacity remaining under the 2021 Share Repurchase Program at December 31, 2021.

On January 26, 2022, we announced the 2022 Share Repurchase Program, which was effective upon announcement and expires on January 25, 2024, and permits us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $1.25 billion.

On February 2, 2021, we announced the Tender Offer to purchase up to $1 billion in aggregate purchase price of our outstanding shares of common stock, par value $0.20 per share (the “Securities”) or such lesser aggregate purchase price of Securities as are properly tendered and not properly withdrawn, at a single per-Security price not greater than $15.00 nor less than $13.10 per share to the seller in cash, less any applicable withholding taxes and without interest.

The Tender Offer may be amended from time to time, and will expire, upon the terms and conditions described in the relevant Tender Offer materials filed with the SEC.

The results of the Tender Offer will be reflected in the Company’s financial results for the first fiscal quarter of 2021.

Repurchases under our share repurchase programs may occur from time to time and through a variety of methods, including tender offers, open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, or other similar transactions.

The timing and volume of any repurchases will be subject to market conditions, and there can be no guarantee that we will repurchase up to the limit of the program or at all.

So long as there is unexpired capacity under a given repurchase program, repurchases under the programs may occur from time to time and through a variety of methods, including tender offers, open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, or other similar transactions.

The timing and volume of any repurchases under the 2021 Share Repurchase Program and the 2022 Share Repurchase Program will be subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the programs or at all.

Common Stock Tender Offer

On February 2, 2021, under the auspices of the 2021 Share Repurchase Program, we announced the commencement of the Tender Offer to purchase up to $1 billion in aggregate purchase price of our outstanding shares of common stock, par value $0.20 per share.

Pursuant to the Tender Offer, we repurchased 28.5 million shares at a price of $16.50 per share.

The purchase of shares settled on March 16, 2021, for an aggregate cost of approximately $472 million, including fees and expenses related to the Tender Offer.

We cancelled the 28.5 million shares purchased in connection with the Tender Offer.

This cancellation decreased the balances of common stock by $6 million and of additional paid-in capital by $466 million, respectively.

Share Repurchases under our Rule 10b5-1 Trading Plans

During the year ended December 31, 2021, we repurchased 57 million shares of our common stock at a total cost of $1.1 billion under Rule 10b5-1 trading plans authorized under our share repurchase programs.

In addition to any repurchases that we may make under the share repurchase programs, we expect to repurchase common stock acquired as a result of taxes withheld in connection with award exercises and vesting under our employee stock-based compensation plans.

2021 Form 10-K — SLM CORPORATION 45

Stock Performance

7 unchanged sentences

Bloomberg Total Return Analysis

Selected Financial Data.

46 SLM CORPORATION — 2021 Form 10-K

Selected Financial Data.

(Dollars in millions, except per share amounts)

The following table sets forth our selected financial and other operating information.

2 unchanged sentences

“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

2020 2019 2018 2017 2016

Years Ended December 31,

(dollars in millions, except per share amounts) 2021 2020 2019 2018 2017

Operating Data:

3 unchanged sentences

Net income $ 1,161 $ 881 $ 578 $ 487 $ 289

Basic earnings per common share attributable to SLM Corporation $ 2.27 $ 1.31 $ 1.08 $ 0.63 $ 0.54

Diluted earnings per common share attributable to SLM Corporation $ 2.25 $ 1.30 $ 1.07 $ 0.62 $ 0.53

Dividends per common share attributable to SLM Corporation common shareholders (1)

Basic earnings per common share $ 3.67 $ 2.27 $ 1.31 $ 1.08 $ 0.63

Diluted earnings per common share $ 3.61 $ 2.25 $ 1.30 $ 1.07 $ 0.62

Dividends per common share (1)

$ 0.20 $ 0.12 $ 0.12 $ — $ —

16 unchanged sentences

We did not pay common stock dividends in fiscal years 2018 and 2017.

2021 Form 10-K — SLM CORPORATION 47

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity