2 unchanged sentences
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2021.
−Removed: Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
11 unchanged sentences
Nothing to report.
+Added: 2021 Form 10-K — SLM CORPORATION 107
Directors, Executive Officers and Corporate Governance
8 unchanged sentences
The information contained in the 2022 Proxy Statement, including information appearing under “Independent Registered Public Accounting Firm” in the 2022 Proxy Statement, is incorporated herein by reference.
+Added: 108 SLM CORPORATION — 2021 Form 10-K
Exhibits, Financial Statement Schedules
14 unchanged sentences
Oral or written requests for copies of any exhibits should be directed to the Corporate Secretary.
+Added: 2021 Form 10-K — SLM CORPORATION 109
2.2 Form of Separation and Distribution Agreement by and among SLM Corporation, New BLC Corporation and Navient Corporation, dated as of April 28, 2014 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on May 2, 2014).
3.1 Restated Certificate of Incorporation of the Company, dated February 25, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 26, 2015).
−Removed: 3.2 Amended and Restated By-Laws of the Company effective June 25, 2015 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on June 29, 2015).
+Added: 3.2(i) Amended and Restated By-Laws of the Company effective June 25, 2015 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on June 29, 2015).
+Added: 3.2(ii) Amended and Restated Bylaws of SLM Corporation, effective November 18, 2021 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on November 23, 2021).
4.1 Indenture, dated as of June 17, 2015, between SLM Corporation and Deutsche Bank National Trust Company, as Trustee (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 filed on June 17, 2015).
3 unchanged sentences
4.5 Description of SLM Corporation’s Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on February 28, 2020).
−Removed: 4.6 Description of SLM Corporation’s Floating-Rate Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on February 28, 2020).
+Added: 4.6 Description of SLM Corporation’s Floating-Rate Non-Cumulative Preferred Stock, Series B (incorporated by reference to Exhibit 4.4 to the Com pany’s Annual Report on Form 10-K filed on February 28, 2020).
+Added: 4.7 Third Supplemental Indenture dated as of November 1, 2021 between SLM Corporation and Deutsche Bank National Trust Company, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 1, 2021).
+Added: 4.8 Form of Senior Note due 2026 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on November 1, 2021).
10.1† Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (one-year restriction), 2014 Management Incentive Plan Award (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2015).
6 unchanged sentences
10.8† Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2016 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).
+Added: 110 SLM CORPORATION — 2021 Form 10-K
10.9† Form of SLM Corporation 2012 Omnibus Incentive Plan, Performance Stock Unit Term Sheet - 2016 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).
24 unchanged sentences
10.29† Form of SLM Corporation 2009-2012 Incentive 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).
+Added: 2021 Form 10-K — SLM CORPORATION 111
10.30† Form of SLM Corporation 2009-2012 Incentive Plan Restricted Stock and Restricted Stock Unit Term Sheet, Time Vested - 2011 (incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K filed on February 28, 2011).
23 unchanged sentences
10.51† Amendment to Sallie Mae 401(k) Savings Plan (Effective as of January 1, 2019) (incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K filed on February 28, 2020).
+Added: 112 SLM CORPORATION — 2021 Form 10-K
10.52† Amendment to Sallie Mae 401(k) Savings Plan (Effective as of March 5, 2019) (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).
23 unchanged sentences
Quinlan and the Company effective April 19, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020).
+Added: 2021 Form 10-K — SLM CORPORATION 113
10.74† Jonathan W.
3 unchanged sentences
10.76† Separation Agreement between Paul Thome and the Company effective August 10, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 21, 2020).
+Added: 10.77† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 21, 2021).
+Added: 10.78† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 21, 2021).
+Added: 10.79† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 21, 2021).
+Added: 10.80† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 21, 2021).
+Added: 10.81† SLM Corporation 2021 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 filed on June 9, 2021).
21.1* List of Subsidiaries.
15 unchanged sentences
* Filed herewith
+Added: 114 SLM CORPORATION — 2021 Form 10-K
Pursuant to the requirements of Section 13 or 15(d) of the 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.
9 unchanged sentences
McGarry Executive Vice President and Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: February 25, 2021
+Added: (Principal Financial Officer) February 24, 2022
/S/ JONATHAN R.
Boyles Senior Vice President and Controller
−Removed: (Principal Accounting Officer)
−Removed: February 25, 2021
+Added: (Principal Accounting Officer) February 24, 2022
/S/ MARY CARTER WARREN FRANKE
1 unchanged sentence
Child Director February 24, 2022
−Removed: Goode Director February 25, 2021
/S/ MARIANNE M.
1 unchanged sentence
Lavelle Director February 24, 2022
+Added: /S/ TED MANVITZ
+Added: Ted Manvitz Director February 24, 2022
/S/ JIM MATHESON
Jim Matheson Director February 24, 2022
+Added: 2021 Form 10-K — SLM CORPORATION 115
Puleo Director February 24, 2022
+Added: /S/ SAMUEL T.
+Added: Ramsey Director February 24, 2022
/S/ VIVIAN C.
Schneck-Last Director February 24, 2022
−Removed: /S/ WILLIAM N.
−Removed: Shiebler Director February 25, 2021
/S/ ROBERT S.
2 unchanged sentences
Wolberg Director February 24, 2022
+Added: 116 SLM CORPORATION — 2021 Form 10-K
CONSOLIDATED FINANCIAL STATEMENTS
7 unchanged sentences
Notes to Consolidated Financial Statements
+Added: 2021 Form 10-K — SLM CORPORATION F-1
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of SLM Corporation and subsidiaries
−Removed: (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020 and the related notes (collectively, the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheets of SLM Corporation and subsidiaries (the Company) as of December 31, 2021 and December 31, 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and December 31, 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S.
generally accepted accounting principles.
13 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
+Added: F-2 SLM CORPORATION — 2021 Form 10-K
Critical Audit Matter
3 unchanged sentences
Assessment of the Allowance for Credit Losses related to Private Education Loans Evaluated on a Collective Basis
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company adopted ASU No.
−Removed: 2016-13, Financial instruments – Credit Losses (ASC Topic 326), as of January 1, 2020.
−Removed: The total allowance for credit losses as of January 1, 2020 was $1,585.0 million, a portion of which related to the Company’s allowance for credit losses on private education loans evaluated on a collective basis (the January 1, 2020 ACL).
As discussed in Notes 2 and 7 to the consolidated financial statements, the Company’s total allowance for credit losses as of December 31, 2021 was $1,165 million, of which $1,159 million related to the Company’s allowance for credit losses on private education loans evaluated on a collective basis (the December 31, 2021 ACL).
For all loans carried at amortized cost, upon loan origination, the Company is required to measure the allowance for credit losses based on the estimate of all current expected credit losses over the remaining contractual term of the loans.
−Removed: In determining the lifetime expected credit losses on the private education loan portfolio, the Company uses a discounted cash flow model.
+Added: In determining the lifetime expected credit losses on the private education loan portfolio, the Company uses a discounted cash flow model and a prepayment model.
This method requires the Company to project future principal and interest cash flows on the loans in this portfolio.
4 unchanged sentences
In estimating current expected credit losses, the Company uses a combination of expected economic scenarios, which are weighted based upon the current economic conditions and the Company’s view of the risks of alternate outcomes.
−Removed: In addition to this modeling approach, the Company also takes certain qualitative factors, including but not limited to, changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off and recovery practices not already included in the analysis, and the effect of other external factors such as legal and regulatory requirements on the level of estimated current expected credit losses into consideration when calculating the January 1, 2020 ACL and December 31, 2020 ACL.
−Removed: We identified the assessment of the January 1, 2020 ACL and December 31, 2020 ACL as a critical audit matter.
−Removed: A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the ACL due to significant measurement uncertainty.
−Removed: Specifically, the assessment of the ACL methodology encompassed the evaluation of the development and mathematical accuracy of the discounted cash flow model and the model’s key factors and assumptions, including (1) the economic scenarios, (2) probabilities assigned to each economic scenario weighting (3) the reasonable and supportable forecast periods, (4) the immediate reversion assumption after the reasonable and supportable forecast period, (5) prepayment rates, and (6) the qualitative factors.
+Added: In addition to this modeling approach, the Company also takes certain qualitative factors, including but not limited to, changes in lending policies and procedures, including changes in underwriting standards and collections, charge-off and recovery practices not already included in the analysis, and the effect of other external factors such as legal and regulatory requirements on the level of estimated current expected credit losses into consideration when calculating the December 31, 2021 ACL.
+Added: We identified the assessment of the December 31, 2021 ACL as a critical audit matter.
+Added: A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment due to significant measurement uncertainty.
+Added: Specifically, the assessment of the ACL methodology encompassed the evaluation of the development and mathematical accuracy of the discounted cash flow model and prepayment model and the models’ significant factors and assumptions, including (1) the economic scenarios, (2) probabilities assigned to each economic scenario weighting, (3) the reasonable and supportable forecast periods, (4) the immediate reversion assumption after the reasonable and supportable forecast period, (5) prepayment rates derived from the prepayment model, and (6) the qualitative factors.
The assessment also included an evaluation of the conceptual soundness and performance of the discounted cash flow model.
3 unchanged sentences
• development of the ACL methodology
−Removed: • development of the discounted cash flow model
−Removed: • performance monitoring of the discounted cash flow for the December 31, 2020 ACL
−Removed: • determination and measurement of the significant assumptions used in the model
+Added: • the prepayment model
+Added: • the discounted cash flow model
+Added: 2021 Form 10-K — SLM CORPORATION F-3
+Added: • performance monitoring of the discounted cash flow and prepayment models for the December 31, 2021 ACL
+Added: • determination and measurement of the significant assumptions used in the models
• development of the qualitative factors
5 unchanged sentences
generally accepted accounting principles
−Removed: • evaluating judgments made by the Company relative to the development and performance testing of the discounted cash flow model by comparing them to the relevant Company-specific metrics and trends
−Removed: • assessing the conceptual soundness and performance testing of the discounted cash flow model by inspecting the model documentation to determine whether the model is suitable for its intended use
−Removed: • evaluating the methodology used to develop the economic scenarios and underlying assumptions by comparing it to the Company’s business environment and relevant industry practices
+Added: • evaluating judgments made by the Company relative to the development and performance testing of the discounted cash flow and prepayment models by comparing them to the relevant Company-specific metrics and trends
+Added: • assessing the conceptual soundness and performance testing of the discounted cash flow and prepayment models by inspecting the model documentation to determine whether the models are suitable for their intended use
+Added: • evaluating the selection of the economic forecasted scenarios and underlying assumptions by comparing them to the Company’s business environment and relevant industry practices
• assessing the economic scenarios through comparison to publicly available forecasts and the probabilities assigned to each weighting
2 unchanged sentences
• testing the mathematical accuracy of certain computations of the estimate.
−Removed: We also assessed the sufficiency of the audit evidence obtained related to the January 1, 2020 ACL and December 31, 2020 ACL by evaluating the cumulative results of the audit procedures and potential bias in the accounting estimates.
+Added: We also assessed the sufficiency of the audit evidence obtained related to the December 31, 2021 ACL by evaluating the cumulative results of the audit procedures and potential bias in the accounting estimates.
We have served as the Company’s auditor since 2013.
1 unchanged sentence
February 24, 2022
+Added: F-4 SLM CORPORATION — 2021 Form 10-K
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
−Removed: (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes
−Removed: (collectively, the consolidated financial statements), and our report dated February 25, 2021 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2022 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
12 unchanged sentences
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of
−Removed: unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: 2021 Form 10-K — SLM CORPORATION F-5
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
2 unchanged sentences
February 24, 2022
−Removed: SLM CORPORATION
+Added: F-6 SLM CORPORATION — 2021 Form 10-K
CONSOLIDATED BALANCE SHEETS
−Removed: (In thousands, except share and per share amounts)
+Added: As of December 31,
+Added: (dollars in thousands, except share and per share amounts) 2021 2020
Cash and cash equivalents $ 4,334,603 $ 4,455,292
−Removed: Trading investments at fair value (cost of $ 12,551 )
+Added: Trading investments at fair value (cost of $ 29,049 and $ 12,551 , respectively )
+Added: 37,465 16,923
Available-for-sale investments at fair value (cost of $ 2,535,568 and $ 1,986,957 , respectively)
14 unchanged sentences
Deposits $ 20,828,124 $ 22,666,039
−Removed: Short-term borrowings — 289,230
Long-term borrowings 5,930,990 5,189,217
−Removed: Upromise member accounts — 192,662
Other liabilities 313,074 352,332
18 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: SLM CORPORATION
+Added: 2021 Form 10-K — SLM CORPORATION F-7
CONSOLIDATED STATEMENTS OF INCOME
−Removed: (In thousands, except per share amounts)
Years ended December 31,
−Removed: 2020 2019 2018
+Added: (dollars in thousands, except per share amounts) 2021 2020 2019
Interest income:
11 unchanged sentences
Net interest income after provisions for credit losses 1,427,723 1,386,860 1,269,066
−Removed: Non-interest income (loss):
+Added: Non-interest income:
Gains on sales of loans, net 548,315 238,315 —
−Removed: Losses on sales of securities, net — — ( 1,549 )
−Removed: Gains (losses) on derivatives and hedging activities, net 49,544 17,825 ( 87 )
−Removed: Other income (loss) 43,590 31,102 ( 52,319 )
−Removed: Total non-interest income (loss) 331,449 48,927 ( 51,895 )
+Added: Gains on derivatives and hedging activities, net 144 49,544 17,825
+Added: Other income 83,990 43,590 31,102
+Added: Total non-interest income 632,449 331,449 48,927
Non-interest expenses:
+Added: Operating expenses:
Compensation and benefits 258,321 282,497 278,229
9 unchanged sentences
Net income attributable to SLM Corporation common stock $ 1,155,777 $ 870,956 $ 561,439
−Removed: Basic earnings per common share attributable to SLM Corporation $ 2.27 $ 1.31 $ 1.08
+Added: Basic earnings per common share $ 3.67 $ 2.27 $ 1.31
Average common shares outstanding 314,993 383,705 427,292
−Removed: Diluted earnings per common share attributable to SLM Corporation $ 2.25 $ 1.30 $ 1.07
+Added: Diluted earnings per common share $ 3.61 $ 2.25 $ 1.30
Average common and common equivalent shares outstanding 319,912 387,195 430,674
−Removed: Declared dividends per common share attributable to SLM Corporation $ 0.12 $ 0.12 $ —
+Added: Declared dividends per common share $ 0.20 $ 0.12 $ 0.12
See accompanying notes to consolidated financial statements.
−Removed: SLM CORPORATION
+Added: F-8 SLM CORPORATION — 2021 Form 10-K
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
−Removed: (In thousands)
Years ended December 31,
−Removed: 2020 2019 2018
+Added: (dollars in thousands) 2021 2020 2019
Net income $ 1,160,513 $ 880,690 $ 578,276
7 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: SLM CORPORATION
+Added: 2021 Form 10-K — SLM CORPORATION F-9
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
−Removed: (In thousands, except share and per share amounts)
Common Stock Shares
−Removed: Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
+Added: (In thousands, except share and per share amounts) Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
Comprehensive
−Removed: Income Retained Earnings Treasury Stock Total SLM Corporation Equity
+Added: Income (Loss) Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2018 4,000,000 449,856,221 ( 14,174,733 ) 435,681,488 $ 400,000 $ 89,972 $ 1,274,635 $ 10,623 $ 1,340,017 $ ( 142,591 ) $ 2,972,656
Net income — — — — — — — — 578,276 — 578,276
−Removed: Other comprehensive income, net of tax — — — — — — — 7,013 — — 7,013
+Added: Other comprehensive loss, net of tax — — — — — — — ( 22,990 ) — — ( 22,990 )
Total comprehensive income — — — — — — — — — — 555,286
−Removed: Reclassification resulting from the adoption of ASU No.
−Removed: 2018-02 — — — — — — — 592 ( 592 ) — —
−Removed: Reclassification resulting from the adoption of ASU No.
−Removed: 2017-12 — — — — — — — 270 591 — 861
Cash dividends:
+Added: Common Stock ($ 0.12 per share)
+Added: — — — — — — — — ( 51,114 ) — ( 51,114 )
Preferred Stock, series B ($ 4.21 per share)
— — — — — — — — ( 16,837 ) — ( 16,837 )
+Added: Dividend equivalent units related to employee stock-based compensation plans — — — — — — 5 — ( 5 ) — —
Issuance of common shares — 3,743,705 3,743,705 — 748 2,627 — — — 3,375
Stock-based compensation expense — — — — — — 30,363 — 175 — 30,538
+Added: Common stock repurchased — — ( 16,962,199 ) ( 16,962,199 ) — — — — — ( 167,201 ) ( 167,201 )
Shares repurchased related to employee stock-based compensation plans — — ( 1,369,630 ) ( 1,369,630 ) — — — — — ( 14,867 ) ( 14,867 )
1 unchanged sentence
See accompanying notes to consolidated financial statements.
−Removed: SLM CORPORATION
+Added: F-10 SLM CORPORATION — 2021 Form 10-K
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
−Removed: (In thousands, except share and per share amounts)
Common Stock Shares
−Removed: Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
+Added: (In thousands, except share and per share amounts) Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
Comprehensive
−Removed: Income Retained Earnings Treasury Stock Total Equity
+Added: Loss Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2019 4,000,000 453,599,926 ( 32,506,562 ) 421,093,364 $ 400,000 $ 90,720 $ 1,307,630 $ ( 12,367 ) $ 1,850,512 $ ( 324,659 ) $ 3,311,836
+Added: Cumulative adjustment for the adoption of ASU No.
+Added: 2016-13 (CECL)
+Added: — — — — — — — — ( 952,639 ) — ( 952,639 )
+Added: Balance at January 1, 2020 4,000,000 453,599,926 ( 32,506,562 ) 421,093,364 400,000 90,720 1,307,630 ( 12,367 ) 897,873 ( 324,659 ) 2,359,197
Net income — — — — — — — — 880,690 — 880,690
1 unchanged sentence
Total comprehensive income — — — — — — — — — — 858,857
−Removed: Cash dividends:
+Added: Cash dividends declared:
Common Stock ($ 0.12 per share)
2 unchanged sentences
— — — — — — — — ( 9,734 ) — ( 9,734 )
+Added: Repurchase of Preferred Stock, series B ( 1,489,304 ) — — — ( 148,930 ) — 80,875 — — — ( 68,055 )
Dividend equivalent units related to employee stock-based compensation plans — — — — — — 271 — ( 281 ) — ( 10 )
5 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: SLM CORPORATION
+Added: 2021 Form 10-K — SLM CORPORATION F-11
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
−Removed: (In thousands, except share and per share amounts)
Common Stock Shares
−Removed: Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
+Added: (In thousands, except share and per share amounts) Preferred Stock Shares Issued Treasury Outstanding Preferred Stock Common Stock Additional Paid-In Capital Accumulated
Comprehensive
−Removed: Loss Retained Earnings Treasury Stock Total Equity
+Added: Income (Loss) Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2020 2,510,696 456,729,251 ( 81,441,252 ) 375,287,999 $ 251,070 $ 91,346 $ 1,331,247 $ ( 34,200 ) $ 1,722,365 $ ( 798,993 ) $ 2,562,835
−Removed: Cumulative adjustment for the adoption of ASU No.
−Removed: 2016-13 (CECL) — — — — — — — — ( 952,639 ) — ( 952,639 )
−Removed: Balance at January 1, 2020 4,000,000 453,599,926 ( 32,506,562 ) 421,093,364 400,000 90,720 1,307,630 ( 12,367 ) 897,873 ( 324,659 ) 2,359,197
Net income — — — — — — — — 1,160,513 — 1,160,513
−Removed: Other comprehensive loss, net of tax — — — — — — — ( 21,833 ) — — ( 21,833 )
+Added: Other comprehensive income, net of tax — — — — — — — 16,303 — — 16,303
Total comprehensive income — — — — — — — — — — 1,176,816
4 unchanged sentences
— — — — — — — — ( 4,736 ) — ( 4,736 )
−Removed: Repurchase of Preferred Stock, series B ( 1,489,304 ) — — — ( 148,930 ) — 80,875 — — — ( 68,055 )
Dividend equivalent units related to employee stock-based compensation plans — — — — — — 530 — ( 546 ) — ( 16 )
1 unchanged sentence
Stock-based compensation expense — — — — — — 30,649 — — — 30,649
+Added: Common stock repurchased and cancelled — ( 28,502,460 ) — ( 28,502,460 ) — ( 5,700 ) ( 466,860 ) — — — ( 472,560 )
Common stock repurchased — — ( 70,246,445 ) ( 70,246,445 ) — — 174,684 — — ( 1,242,267 ) ( 1,067,583 )
2 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: SLM CORPORATION
+Added: F-12 SLM CORPORATION — 2021 Form 10-K
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: (In thousands)
Years Ended December 31,
−Removed: 2020 2019 2018
+Added: (dollars in thousands) 2021 2020 2019
Operating activities
Net income $ 1,160,513 $ 880,690 $ 578,276
−Removed: Adjustments to reconcile net income to net cash (used in) provided by operating activities:
+Added: Adjustments to reconcile net income to net cash used in operating activities:
Provisions for credit losses ( 32,957 ) 93,133 354,249
9 unchanged sentences
Gains on sale of loans, net ( 548,315 ) ( 238,315 ) —
−Removed: Losses on sales of securities, net — — 1,549
Gain on sale of Upromise subsidiary, net — ( 11,331 ) —
4 unchanged sentences
Decrease (increase) in other interest-earning assets 33,219 9,690 ( 25,407 )
−Removed: Decrease in tax indemnification receivable — — 35,989
Increase in other assets ( 123,268 ) ( 50,454 ) ( 3,091 )
−Removed: Decrease in income tax payable, net ( 45,611 ) ( 30,191 ) ( 79,693 )
+Added: Increase (decrease) in income tax payable, net 72,191 ( 45,611 ) ( 30,191 )
(Decrease) increase in accrued interest payable ( 13,672 ) ( 14,602 ) 13,817
24 unchanged sentences
Unsecured debt issued 492,135 495,000 —
+Added: Unsecured debt repaid ( 202,784 ) — —
+Added: 2021 Form 10-K — SLM CORPORATION F-13
Preferred stock dividends paid ( 4,736 ) ( 9,734 ) ( 16,837 )
15 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-14 SLM CORPORATION — 2021 Form 10-K
Organization and Business
12 unchanged sentences
The Bank is regulated by the Utah Department of Financial Institutions (the “UDFI”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Consumer Financial Protection Bureau (the “CFPB”).
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-15
Significant Accounting Policies
3 unchanged sentences
Actual results could differ from those estimates.
−Removed: Key accounting policies that include significant judgments and estimates include the valuation of allowance for credit losses and derivative accounting.
+Added: Key accounting policies that include significant judgments and estimates include the valuation of allowance for credit losses.
Consolidation
2 unchanged sentences
The primary beneficiary is the entity which has both:
−Removed: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.
+Added: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance;
+Added: and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.
Cash and Cash Equivalents
2 unchanged sentences
Trading Investments
−Removed: In March 2020, we sold approximately $ 1.7 billion of Private Education Loans through securitization transactions where we were required to retain a 5 percent vertical risk retention interest (i.e., 5 percent of each class issued in the securitizations).
+Added: We periodically sell Private Education Loans through securitization transactions where we are required to retain a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitizations).
We classified those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the residual classes, which we classified as trading investments recorded at fair value with changes recorded through earnings.
5 unchanged sentences
Our investments are classified as available-for-sale and reported at fair value.
−Removed: Unrealized gains or losses on available-for-sale investments are recorded in equity and reported as a component of other comprehensive income (loss), net of applicable income taxes, unless a decline in the investment’s value is considered to be other-than-temporary, in which case the loss is recorded directly to earnings.
−Removed: Management reviews all investments at least quarterly to determine whether any impairment is other-than-temporary.
−Removed: Impairment is evaluated by considering several factors, including the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain the investment to
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
−Removed: allow for an anticipated recovery in fair value.
−Removed: If, based on the analysis, it is determined that the impairment is other-than-temporary, the investment is written down to fair value and a loss is recognized through earnings.
+Added: Unrealized gains or losses on available-for-sale investments are recorded in equity and reported as a component of other comprehensive income (loss), net of applicable income taxes.
+Added: We assess unrealized losses on available-for-sale debt securities that we have the ability and intent to hold for a period of time sufficient to recover the amortized cost of the security, for the purpose of determining credit impairment.
+Added: If any credit impairment exists, an allowance for losses is established for the amount of the unrealized loss that is determined to be credit-related.
Other Investments
2 unchanged sentences
These investments generate a return mostly through realization of federal tax credits.
+Added: F-16 SLM CORPORATION — 2021 Form 10-K
+Added: Significant Accounting Policies (Continued)
Loans Held for Investment
17 unchanged sentences
Amounts on deposit in these accounts are primarily the result of timing differences between when principal and interest is collected on the trust assets and when principal and interest is paid on trust liabilities.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: Allowance for Credit Losses
+Added: Adoption of CECL
+Added: On January 1, 2020, we adopted the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standard Update (“ASU”) No.
+Added: 2016-13, “Financial Instruments-Credit Losses (Topic 326):
+Added: Measurement of Credit Losses on Financial Instruments” (“CECL”).
+Added: Under this guidance, for all loans carried at amortized cost, upon loan origination we are required to measure our allowance for credit losses based on our estimate of all current expected credit losses over the remaining contractual term of the assets.
+Added: Updates to that estimate each period are recorded through provision expense.
+Added: The estimate of loan losses must be based on historical experience, current conditions, and reasonable and supportable forecasts.
+Added: The ASU does not mandate the use of any specific method for estimating credit loss, permitting companies to use judgment in selecting the approach that is most appropriate in their circumstances.
+Added: Adoption of the standard had a material impact on how we record and report our financial condition and results of operations, and on regulatory capital.
+Added: The following table illustrates the impact of the cumulative effect adjustment made upon adoption of CECL on January 1, 2020:
+Added: 2021 Form 10-K — SLM CORPORATION F-17
Significant Accounting Policies (Continued)
+Added: January 1, 2020
+Added: (Dollars in thousands) As reported under CECL Pre-CECL Adoption Impact of CECL Adoption
Allowance for credit losses:
+Added: Private Education Loans $ 1,435,130 $ 374,300 $ 1,060,830
+Added: FFELP Loans 4,485 1,633 2,852
+Added: Personal Loans 145,060 65,877 79,183
+Added: Credit Cards 290 102 188
+Added: Total $ 1,584,965 $ 441,912 $ 1,143,053
+Added: Deferred tax asset $ 415,540 $ 109,369 $ 306,171
+Added: Allowance for credit losses:
+Added: Off-balance sheet exposures $ 118,239 $ 2,481 $ 115,758
+Added: Retained Earnings $ 897,873 $ 1,850,512 $ ( 952,639 )
+Added: This transition adjustment shown above is inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.
+Added: Under regulations issued by the FDIC and other federal banking agencies, banking organizations that adopt CECL during the 2020 calendar year, including the Bank, may elect to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology.
+Added: The Bank has elected to use this option.
+Added: Therefore, the regulatory capital impact of the Bank’s transition adjustments recorded on January 1, 2020 from the adoption of CECL, and 25 percent of the ongoing impact of CECL on the Bank’s allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes (collectively, the “adjusted transition amounts”), were deferred for the two-year period ending January 1, 2022.
+Added: From January 1, 2022 to January 1, 2025, the adjusted transition amounts will be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.
+Added: For additional information, see Note 18, “Regulatory Capital.”
+Added: Allowance for Credit Losses - 2021 and 2020
We maintain an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date.
8 unchanged sentences
In determining the loss rates used for the vintage-based approach, we start with our historical loss rates, stratify the loans within each vintage, and then adjust the loss rates based upon economic factors forecasted over a reasonable and supportable forecast period.
−Removed: The reasonable and supportable forecast period is meant to represent the period in which we believe we can estimate the impact of forecasted economic factors in our expected losses.
+Added: The reasonable and supportable forecast period is meant to represent the period in which we
+Added: F-18 SLM CORPORATION — 2021 Form 10-K
+Added: Significant Accounting Policies (Continued)
+Added: believe we can estimate the impact of forecasted economic factors in our expected losses.
At the end of the reasonable and supportable forecast period, we immediately revert our forecast of expected losses to our historical averages.
11 unchanged sentences
If actual future performance in delinquency, charge-offs, and recoveries is significantly different than estimated, or management assumptions or practices were to change, this could materially affect the estimate of the allowance for credit losses, the timing of when losses are recognized, and the related provision for credit losses on our consolidated statements of income.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
When calculating our allowance for credit losses and liability for unfunded commitments, we incorporate several inputs that are subject to change period to period.
4 unchanged sentences
• Prepayment speeds;
−Removed: • New loan volume, including commitments made but not yet disbursed;
−Removed: • Loan sales.
−Removed: Management overlays can encompass a broad array of factors not captured by model inputs, such as changes in servicing policies.
+Added: • Recovery rates.
+Added: Management overlays can encompass a broad array of factors not captured by model inputs, including but not limited to, changes in servicing policies, collection administrative practices, state law changes that could impact servicing and collection practices, and observed differences between forecasted and actual results.
Below we describe in further detail our policies and procedures for the allowance for credit losses as they relate to our Private Education Loan, Credit Card, and FFELP Loan portfolios.
During the third quarter of 2020, we sold our entire Personal Loan portfolio.
−Removed: Allowance for Private Education Loan Losses
+Added: Allowance for Private Education Loan Losses - 2021 and 2020
In addition to the key assumptions/estimates described above, some estimates are unique to our Private Education Loan portfolio.
3 unchanged sentences
We receive information regarding projected graduation dates from a third-party clearinghouse.
−Removed: The separation from school date will be updated quarterly based on updated information received from the clearinghouse.
+Added: The separation from school date is updated quarterly based on updated information received from the clearinghouse.
Additionally, when we have a contractual obligation to fund a loan or a portion of a loan at a later date, we make an estimate regarding the percentage of this obligation that will be funded.
2 unchanged sentences
Once the loan is funded, that liability transfers to the allowance for Private Education Loan losses.
−Removed: Key Credit Quality Indicators - Private Education Loans
+Added: 2021 Form 10-K — SLM CORPORATION F-19
+Added: Significant Accounting Policies (Continued)
+Added: Key Credit Quality Indicators - Private Education Loans - 2021 and 2020
We determine the collectability of our Private Education Loan portfolio by evaluating certain risk characteristics.
9 unchanged sentences
Private Education Loans generally do not require borrowers to begin principal and interest repayment until at least six months after the borrowers have graduated or otherwise separated from school.
−Removed: Consequently, the loss estimates for these loans are generally low while the borrower is in school and then increase upon the end of the grace period after separation from
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
−Removed: At December 31, 2020 and 2019, 24 percent and 25 percent, respectively, of the principal balance of the Private Education Loan portfolio was related to borrowers who are in an in-school (fully deferred), grace, or other deferment status and not required to make payments.
+Added: Consequently, the loss estimates for these loans are generally low while the borrower is in school and then increase upon the end of the grace period after separation from school.
+Added: At both December 31, 2021 and 2020, 24 percent of the principal balance of the Private Education Loan portfolio was related to borrowers who were then in an in-school (fully deferred), grace, or other deferment status and not required to make payments.
Our collection policies for Private Education Loans allow for periods of nonpayment for certain borrowers requesting an extended grace period upon leaving school or experiencing temporary difficulty meeting payment obligations.
3 unchanged sentences
We consider a Private Education Loan to be delinquent if the borrower has not made a required payment prior to the 31st day after such payment was contractually due.
−Removed: Troubled Debt Restructurings (“TDRs”)
+Added: Troubled Debt Restructurings (“TDRs”) - 2021 and 2020
In estimating the expected defaults for our Private Education Loans that are considered TDRs, we follow the same discounted cash flow process described above but use the historical loss rates related to past TDR loans.
10 unchanged sentences
The second step is to evaluate the creditworthiness of the loan by examining its most recent refreshed FICO score.
−Removed: Loans that have met the criteria in the first test and have a FICO score above a certain threshold (based on the most recent quarterly FICO score refresh) will not be classified as TDRs.
+Added: Loans that have met the criteria in the first test and have a FICO score above a certain threshold (based on the most recent quarterly FICO
+Added: F-20 SLM CORPORATION — 2021 Form 10-K
+Added: Significant Accounting Policies (Continued)
+Added: score refresh) will not be classified as TDRs.
Loans that have met the criteria in the first test and have a FICO score under the threshold (based on the most recent quarterly FICO score refresh) will be classified as TDRs.
2 unchanged sentences
About half our loans that are considered TDRs involve a temporary forbearance of payments and do not change the contractual interest rate of the loan.
−Removed: As of December 31, 2020 and 2019, approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to their forbearance status.
+Added: As of both December 31, 2021 and 2020, approximately 47 percent of TDRs were classified as such due to their forbearance status.
For additional information, see Note 7, “Allowance for Credit Losses.”
−Removed: During the first quarter of 2020, the pandemic caused by coronavirus 2019 or COVID-19 (“COVID-19”) began to spread worldwide and has caused significant disruptions to the U.S.
−Removed: and world economies.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
On March 27, 2020, then President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which, among other things, allows us to (i) elect to suspend the requirements under GAAP for loan modifications related to COVID-19 that would otherwise be categorized as TDRs, and (ii) suspend any determination of a loan modified as a result of the effects of COVID-19 as being a TDR, including impairment for accounting purposes.
4 unchanged sentences
We are continuing to apply TDR accounting to those loans that were more than 30 days past due as of December 31, 2019 and were subsequently modified.
−Removed: Off-Balance Sheet Exposure for Contractual Loan Commitments
+Added: Off-Balance Sheet Exposure for Contractual Loan Commitments - 2021 and 2020
When we approve a Private Education Loan at the beginning of an academic year, that approval may cover the borrowing for the entire academic year.
3 unchanged sentences
The portion of the allowance for credit losses related to future disbursements is shown as a liability on the face of the balance sheet, and related provision for credit losses is reflected on the income statement.
−Removed: Uncollectible Interest
+Added: Uncollectible Interest - 2021 and 2020
The majority of the total accrued interest receivable on our Private Education Loan portfolio represents accrued interest on deferred loans where no payments are due while the borrower is in school and on fixed-pay loans where the borrower makes a $ 25 monthly payment that is smaller than the interest accrued on the loan in that month.
6 unchanged sentences
Accrued interest receivable is separately disclosed on the face of the balance sheet.
−Removed: Allowance for Credit Card Loans
+Added: Allowance for Credit Card Loans - 2021 and 2020
We use the gross loss approach when estimating the allowance for credit losses for our Credit Card portfolio.
−Removed: Because our Credit Card portfolio is new and we do not have historical loss experience, we use estimated loss rates reported by other financial institutions to estimate our allowance for credit losses for Credit Cards, net of expected recoveries.
+Added: Because our Credit Card portfolio is new and we do not have sufficient historical loss experience, we use estimated loss rates reported by other financial institutions to estimate our allowance for credit losses for Credit Cards, net of expected recoveries.
In addition, we use a model that utilizes purchased credit card information with risk characteristics similar to those of our own portfolio as a challenger model.
1 unchanged sentence
As all of our Credit Card loans are unconditionally cancelable by us, the issuer, we do not record any estimate of credit losses for unused portions of our Credit Card commitments.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-21
Significant Accounting Policies (Continued)
−Removed: Allowance for FFELP Loan Losses
+Added: Allowance for FFELP Loan Losses - 2021 and 2020
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.
27 unchanged sentences
Below we describe in further detail our policies and procedures for the allowance for credit losses in 2019 as they relate to our Private Education Loan, Personal Loan, FFELP Loan portfolios and Credit Cards.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
Allowance for Private Education Loan Losses - 2019
3 unchanged sentences
In estimating both the non-TDR and TDR allowance amounts, we started with historical experience of customer delinquency and default behavior.
−Removed: We made judgments about which historical period to start with and then made further judgments about whether that historical experience was representative of future expectations and whether additional adjustments may be needed to those historical default rates.
+Added: We made judgments about which historical period to start with and then made further judgments about whether that historical experience was representative of future expectations and whether additional
+Added: F-22 SLM CORPORATION — 2021 Form 10-K
+Added: Significant Accounting Policies (Continued)
+Added: adjustments may be needed to those historical default rates.
We also took certain other qualitative factors into consideration when calculating the allowance for credit losses.
−Removed: These qualitative factors include, but were not limited to, changes in the economic environment, changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off and recovery practices not already included in the analysis, and the effect of other external factors, such as legal and regulatory requirements, on the level of estimated credit losses.
−Removed: Certain Private Education Loans do not require borrowers to begin repayment until at least six months after they have graduated or otherwise left school.
−Removed: Consequently, the loss estimates for these loans was generally low while the borrower is in school.
−Removed: At December 31, 2019, 25 percent of the principal balance in the Private Education Loan portfolio was related to borrowers who were in an in-school (fully deferred), grace, or deferment status and not required to make payments.
−Removed: As this population of borrowers leaves school, they will be required to begin payments on their loans, and the allowance for losses could change accordingly.
+Added: These qualitative factors included, but were not limited to, changes in the economic environment, changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not already included in the analysis, and the effect of other external factors, such as legal and regulatory requirements, on the level of estimated credit losses.
+Added: Certain Private Education Loans do not require borrowers to begin repayment until at least six months after they have graduated or otherwise separated from school.
+Added: Consequently, the loss estimates for these loans were generally low while the borrower was in school.
+Added: As this population of borrowers left school, they would be required to begin payments on their loans, and the allowance for losses could change accordingly.
Similar to the rules governing FFELP payment requirements, our collection policies allow for periods of nonpayment for borrowers requesting additional payment grace periods upon leaving school or experiencing temporary difficulty meeting payment obligations.
2 unchanged sentences
As part of concluding on the adequacy of the allowance for credit losses, we reviewed key allowance and loan metrics.
−Removed: The most relevant of these metrics considered are the allowance coverage of net charge-offs ratio;
+Added: The most relevant of these metrics considered were the allowance coverage of net charge-offs ratio;
the allowance as a percentage of ending total loans and of ending loans in repayment;
8 unchanged sentences
Once the quantitative calculation was performed, we reviewed the adequacy of the allowance for credit losses and determined if qualitative adjustments needed to be considered.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
Allowance for Personal Loans - 2019
13 unchanged sentences
The 2019 allowance for FFELP Loan losses used historical experience of customer default behavior and a two-year loss emergence period to estimate the credit losses incurred in the loan portfolio at the reporting date.
−Removed: We applied the default rate projections, net of applicable risk sharing, to each category for the relevant period to perform our quantitative calculation.
+Added: We applied the
+Added: 2021 Form 10-K — SLM CORPORATION F-23
+Added: Significant Accounting Policies (Continued)
+Added: default rate projections, net of applicable risk sharing, to each category for the relevant period to perform our quantitative calculation.
Once the quantitative calculation was performed, we reviewed the adequacy of the allowance for credit losses and determined if qualitative adjustments needed to be considered.
−Removed: Allowance for Credit Cards 2019
+Added: Allowance for Credit Card Loans - 2019
The 2019 allowance for Credit Card losses was management’s estimate of credit losses inherent in the Credit Card portfolio at the relevant balance sheet date.
10 unchanged sentences
These omnibus accounts may be structured with or without fixed maturities, and may have fixed or variable interest rates.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
Fair Value Measurement
23 unchanged sentences
However, significant judgment is required by us in developing the inputs.
+Added: F-24 SLM CORPORATION — 2021 Form 10-K
+Added: Significant Accounting Policies (Continued)
Loan Interest Income
−Removed: For all loans, including impaired loans, classified as held for investment, we recognize interest income as earned, adjusted for the amortization of deferred direct origination and acquisition costs.
+Added: For all loans, including impaired loans (regardless of the delinquency status of the impaired loans), classified as held for investment, we recognize interest income as earned, adjusted for the amortization of deferred direct origination and acquisition costs.
Deferred fees or costs are required to be recognized as yield adjustments over the life of the related loans and are recognized by the interest method.
2 unchanged sentences
For the amortization of the basis adjustments, we determine the constant effective yield necessary to apply the interest method based upon the contractual terms of the loan contract, with no consideration given to expected prepayments.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
For fixed-rate loans, when a prepayment occurs the unamortized balance of the basis adjustments is adjusted so that future amortization (based upon the contractual terms of the loan) will result in a constant effective yield equal to the original effective interest rate.
20 unchanged sentences
The allowance for the portion of uncollectible interest on loans making full interest payments will continue to be recorded as a reduction of interest income.
+Added: As we maintain an allowance for uncollectible interest on loans making full interest payments and an allowance for credit losses for the interest on loans where all, or a portion of the interest, will be capitalized in the future, we do not place loans in nonaccrual status prior to charge-off.
+Added: At December 31, 2021 and 2020, we had no loans in nonaccrual status.
We recognize certain fee income (primarily late fees) on all loans when earned according to the contractual provisions of the promissory notes, as well as our expectation of collectability.
Fee income is recorded when earned in “other non-interest income” in the accompanying consolidated statements of income.
+Added: 2021 Form 10-K — SLM CORPORATION F-25
+Added: Significant Accounting Policies (Continued)
Interest Expense
4 unchanged sentences
Amortization of debt issuance costs, premiums, discounts, and terminated hedge-basis adjustments are recognized using the effective interest rate method.
−Removed: We incur certain fees related to our Private Education Loan multi-lender secured borrowing facility (the “Secured Borrowing Facility,” which was previously called the asset-backed commercial paper facility or ABCP Facility), including an unused Secured Borrowing Facility fee, and also incur fees related to our term asset-backed securities (“ABS”).
+Added: We incur certain fees related to our Private Education Loan multi-lender secured borrowing facility (the “Secured Borrowing Facility”), including an unused Secured Borrowing Facility fee, and also incur fees related to our term asset-backed securities (“ABS”).
These fees are included in interest expense.
Refer to Note 10, “Deposits,” and Note 11, “Borrowings” for further details of our interest-bearing liabilities.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
Gains on Sale of Loans, Net
4 unchanged sentences
These loans were initially recorded as held for investment and were transferred to held-for-sale immediately prior to sale or securitization.
−Removed: In the first quarter of 2020, we recognized a $ 239 million gain from the sale of approximately $ 3.1 billion of our Private Education Loans, including $ 2.9 billion of principal, $ 199 million in capitalized interest, and $ 12 million in accrued interest, to unaffiliated third parties.
−Removed: In the second quarter of 2018, we sold our remaining $ 43 million portfolio of Split Loans (as hereinafter defined) (both current and non-current loans) to Navient and recognized a net gain of $ 2 million.
−Removed: See Note 17, “Arrangements with Navient Corporation,” for further discussion regarding loan purchase agreements.
+Added: In 2021, we recognized $ 548 million in gains from the sale of approximately $ 4.24 billion of our Private Education Loans, including $ 3.98 billion of principal and $ 264 million in capitalized interest, to unaffiliated third parties.
+Added: In 2020, we recognized $ 238 million in gains from the sale of approximately $ 3.1 billion of our Private Education Loans, including $ 2.9 billion of principal and $ 199 million in capitalized interest, to unaffiliated third parties.
We did not sell loans in 2019.
−Removed: Our Upromise subsidiary had a number of programs that encouraged consumers to save for the cost of college education.
−Removed: We had established a consumer savings network, which was designed to promote college savings by consumers who were members of this program by encouraging them to purchase goods and services from the merchants that participate in the program.
+Added: Included in other income are late fees on both Private Education Loans and FFELP Loans, which we recognize when the cash has been received, fees related to our Credit Card program, income for servicing private student loans for third-parties, and changes to our tax indemnification receivable from Navient.
+Added: Our former Upromise subsidiary had a number of programs that encouraged consumers to save for the cost of college education.
+Added: We had established a consumer savings network, which was designed to promote college savings by consumers who were members of this program by encouraging them to purchase goods and services from the merchants that participated in the program.
Participating merchants generally paid Upromise fees based on member purchase volume, either online or in stores, depending on the contractual arrangement with the merchant.
−Removed: We recognized revenue as marketing and administrative services are rendered, based upon contractually determined rates and member purchase volumes.
+Added: We recognized revenue as marketing and administrative services were rendered, based upon contractually determined rates and member purchase volumes.
On May 31, 2020, we sold our Upromise subsidiary to a third party, resulting in the loss of revenue from that business for the second half of 2020.
−Removed: Also included in other income are late fees on both Private Education Loans and FFELP Loans, which we recognize when the cash has been received, fees related to our Credit Card program, income for servicing private student loans for third-parties and changes to our tax indemnification receivable from Navient.
Securitization Accounting
4 unchanged sentences
We are considered the primary beneficiary if we have both:
−Removed: (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.
+Added: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance;
+Added: and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.
There can be considerable judgment as it relates to determining the primary beneficiary of the VIEs.
2 unchanged sentences
If we are the primary beneficiary, then no gain or loss is recognized.
+Added: F-26 SLM CORPORATION — 2021 Form 10-K
+Added: Significant Accounting Policies (Continued)
We have determined that as the servicer of Sallie Mae securitization trusts, we meet the first primary beneficiary criterion because we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance.
2 unchanged sentences
• The servicing of the student loan assets within the securitization trusts, on both a pre- and post-default basis;
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
• Our acting as administrator for the securitization transactions we sponsored;
3 unchanged sentences
Based upon our relationships with these securitizations, we believe the consolidation assessment is straightforward.
−Removed: We consolidated our secured financing transactions because either we did not meet the accounting criterion for sales treatment or we determined we were the primary beneficiary of the VIE because we retained (a) the residual interest in the securitization and therefore had the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE, as well as (b) the power to direct the activities of the VIE in our role as servicer.
+Added: We consolidated our secured financing transactions because either we did not meet the accounting criterion for sales treatment or we determined we were the primary beneficiary of the VIE because we retained (i) the residual interest in the securitization and therefore had the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE, as well as (ii) the power to direct the activities of the VIE in our role as servicer.
The investors in our securitization trusts have no recourse to our other assets should there be a failure of the trust to pay when due.
20 unchanged sentences
Our derivative instruments are classified and accounted for by us as fair value hedges, cash flow hedges, and trading hedges.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-27
Significant Accounting Policies (Continued)
−Removed: On July 1, 2018, we adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No.
−Removed: 2017-12, “Derivatives and Hedging:
−Removed: Targeted Improvements to Accounting for Hedging Activities.” Under the standard, we are no longer required to separately measure and report hedge ineffectiveness, which was previously recorded in “gains (losses) on derivatives and hedging activities, net” in our consolidated statements of income.
−Removed: In accordance with the standard, certain provisions were required to be applied on a modified retrospective basis, which requires a cumulative effect adjustment to accumulated other comprehensive income with a corresponding adjustment to retained earnings as of the beginning of the fiscal year of adoption, or January 1, 2018 in our case.
−Removed: As a result of the cumulative effect of applying the hedging standard to our fair value hedges on July 1, 2018, we recorded a $ 2 million basis increase to our hedged deposit balances with a corresponding increase to retained earnings of approximately $ 0.8 million, net of taxes and a $ 3 million loss to “gains (losses) on derivatives and hedging activities, net” in our consolidated statements of income to adjust the life-to-date ineffectiveness.
−Removed: To reflect the adoption of the hedging standard on our cash flow hedging relationships at July 1, 2018, we recorded a $ 0.2 million, net of taxes decrease to retained earnings and a corresponding $ 0.3 million increase to accumulated other comprehensive income.
Each derivative is designated to a specific (or pool of) liability(ies) on the consolidated balance sheets, and is designated as either a “fair value” hedge or a “cash flow” hedge.
6 unchanged sentences
If it is also determined the hedge will not be effective in the future, we discontinue the hedge accounting prospectively and begin amortization of any basis adjustments that exist related to the hedged item.
−Removed: On March 12, 2020, FASB issued Accounting Standards Update ASU No.
+Added: On March 12, 2020, the FASB issued ASU No.
2020-04, “Reference Rate Reform (“Topic 848”):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” On January 7, 2021, the FASB issued Accounting Standards Update ASU No.
+Added: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” On January 7, 2021, the FASB issued ASU No.
2021-01, “Reference Rate Reform (“Topic 848”):
3 unchanged sentences
On October 16, 2020, both the CME and the LCH changed the price alignment interest and discount rate applied when valuing these transactions to the Secured Overnight Financing rate (“SOFR”).
−Removed: The ISDA 2020 IBOR Fallbacks Protocol (the “ISDA Fallback Protocol”) was made available for adherence on October 23, 2020, with an effective date of January 25, 2021.
+Added: The ISDA 2020 LIBOR Fallbacks Protocol (the “ISDA Fallback Protocol”) was made available for adherence on October 23, 2020, with an effective date of January 25, 2021.
Once adhered to by both counterparties in a bilateral relationship and the effective date is reached, the ISDA Fallback Protocol represents a change to the contractual terms of derivatives governed by each respective ISDA agreement between the Company and a derivative counterparty.
2 unchanged sentences
We have also elected the expedient provided by Topic 848 to assume the reference rate will not be replaced for the remainder of the hedging relationship when assessing hedge effectiveness.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
Topic 848 allows for different elections to be made at different points in time.
10 unchanged sentences
Of that total, $ 20 million related to severance benefits and $ 6 million related to other related costs, primarily legal and consulting fees.
−Removed: There were no restructuring expenses recorded in the years ended December 31, 2019 and 2018.
+Added: We recorded $ 1 million in additional restructuring expenses in the year ended December 31, 2021.
+Added: There were no restructuring expenses recorded in the year ended December 31, 2019.
We sponsor employee severance plans that provide severance benefits in the event of termination of our full-time employees and part-time employees who work at least 24 hours per week.
−Removed: The severance plans establish specified benefits based on base salary, job level immediately preceding termination, and years of service upon termination of employment due to involuntary termination or a job abolishment, as defined in the severance plans.
+Added: The severance plans establish specified
+Added: F-28 SLM CORPORATION — 2021 Form 10-K
+Added: Significant Accounting Policies (Continued)
+Added: benefits based on base salary, job level immediately preceding termination, and years of service upon termination of employment due to involuntary termination or a job abolishment, as defined in the severance plans.
The benefits payable under the severance plans relate to past service.
Accordingly, we recognize severance costs to be paid pursuant to the severance plans when payment of such benefits is probable and reasonably estimable.
−Removed: Such benefits, including severance pay calculated based on the severance plan, medical and dental benefits, outplacement services and continuation pay, have been incurred during the year ended December 31, 2020, as a direct result of our restructuring initiative.
+Added: Such benefits, including severance pay calculated based on the severance plan, medical and dental benefits, outplacement services, and continuation pay, were incurred during the year ended December 31, 2020, as a direct result of our restructuring initiative.
Accordingly, such costs are classified as restructuring expenses in the accompanying consolidated statements of income.
−Removed: We finalized this restructuring plan and while we expect to record additional restructuring expenses in the first quarter of 2021, we expect those amounts to be immaterial.
−Removed: The majority of these restructuring expenses incurred through December 31, 2020 and expected to be incurred in future periods are severance costs related to the elimination of approximately 165 positions, or approximately 9 percent of the workforce that existed as of December 31, 2019.
+Added: We finalized this restructuring plan in 2020.
+Added: The majority of these restructuring expenses incurred through the year ended December 31, 2021 were severance costs related to the elimination of approximately 165 positions, or approximately 9 percent of the workforce that existed as of December 31, 2019.
We account for income taxes under the asset and liability approach, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of our assets and liabilities.
3 unchanged sentences
An uncertain tax position is recognized only if it is more likely than not to be sustained upon examination based on the technical merits of the position.
−Removed: The amount of tax benefit recognized in the consolidated financial statements is the largest amount of benefit that is more than fifty percent likely of being sustained upon ultimate settlement of the uncertain tax position.
+Added: The amount of tax benefit recognized in the consolidated financial statements is the largest amount of benefit that is more than 50 percent likely of being sustained upon ultimate settlement of the uncertain tax position.
We recognize interest and penalties related to unrecognized tax benefits in income tax expense (benefit).
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
In connection with the Spin-Off, we recorded a liability related to uncertain tax positions of $ 27 million for which we are indemnified by Navient.
2 unchanged sentences
As of December 31, 2021, with respect to those amounts recorded at the Spin-Off, the remaining liability balance is $ 5 million (related to uncertain tax positions) and the remaining indemnification receivable balance is $ 5 million (related to uncertain tax positions).
−Removed: Recently Issued and Adopted Accounting Pronouncements
−Removed: 2016-13, “Financial Instruments-Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments”
−Removed: In June 2016, the FASB issued ASU No.
−Removed: 2016-13, “Financial Instruments-Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments,” which became effective for us on January 1, 2020 (“CECL”).
−Removed: This ASU eliminated the previous accounting guidance for the recognition of credit impairment.
−Removed: Under the new guidance, for all loans carried at amortized cost, upon loan origination we are required to measure our allowance for credit losses based on our estimate of all current expected credit losses over the remaining contractual term of the assets.
−Removed: Updates to that estimate each period will be recorded through provision expense.
−Removed: The estimate of loan losses must be based on historical experience, current conditions, and reasonable and supportable forecasts.
−Removed: The ASU does not mandate the use of any specific method for estimating credit loss, permitting companies to use judgment in selecting the approach that is most appropriate in their circumstances.
−Removed: In addition, Topic 326 made changes to the accounting for available-for-sale debt securities.
−Removed: One such change is to require an assessment of unrealized losses on available-for-sale debt securities that we have the ability and intent to hold for a period of time sufficient to recover the amortized cost of the security, for the purpose of determining credit impairment.
−Removed: If any credit impairment exists, an allowance for losses must be established for the amount of the unrealized loss that is determined to be credit-related.
−Removed: Adoption of the standard had a material impact on how we record and report our financial condition and results of operations, and on regulatory capital.
−Removed: The following table illustrates the impact of the cumulative effect adjustment made upon adoption of CECL on January 1, 2020:
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Significant Accounting Policies (Continued)
−Removed: January 1, 2020
−Removed: As reported under CECL Pre-CECL Adoption Impact of CECL Adoption
−Removed: Allowance for credit losses:
−Removed: Private Education Loans $ 1,435,130 $ 374,300 $ 1,060,830
−Removed: FFELP Loans 4,485 1,633 2,852
−Removed: Personal Loans 145,060 65,877 79,183
−Removed: Credit Cards 290 102 188
−Removed: Total $ 1,584,965 $ 441,912 $ 1,143,053
−Removed: Deferred tax asset $ 415,540 $ 109,369 $ 306,171
−Removed: Allowance for credit losses:
−Removed: Off-balance sheet exposures $ 118,239 $ 2,481 $ 115,758
−Removed: Retained Earnings $ 897,873 $ 1,850,512 $ ( 952,639 )
−Removed: This transition adjustment is inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.
−Removed: On August 26, 2020, the federal banking agencies published a final rule that provides those banking organizations that adopt CECL during the 2020 calendar year with the option to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology.
−Removed: We have elected to use this option.
−Removed: Under this final rule, because we have elected to use the deferral option, the regulatory capital impact of our transition adjustments recorded on January 1, 2020 from the adoption of CECL will be deferred for two years.
−Removed: In addition, from January 1, 2020 through the end of the two-year deferral period, 25 percent of the ongoing impact of CECL on our allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes, will be added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two -year period.
−Removed: At the conclusion of the two -year period (i.e., beginning January 1, 2022), the adjusted transition amounts will be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.
−Removed: For additional information, see Note 18, “Regulatory Capital.”
Cash and Cash Equivalents
3 unchanged sentences
The FRB Term Deposit Facility program is used 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.
−Removed: Under this program, the FRB
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Cash and Cash Equivalents (Continued)
−Removed: accepts deposits for a stated maturity at a rate of interest determined via auction.
+Added: Under this program, the FRB accepts deposits for a stated maturity at a rate of interest determined via auction.
The funds are removed from the accounts of participating institutions for the life of the term deposit.
−Removed: We did not participate in these auctions in 2020, resulting in no interest reported.
−Removed: Participation in 2019 resulted in interest income of $ 0.3 million.
+Added: We did not participate in these auctions in 2021 or 2020, resulting in no interest reported.
As of December 31, 2021 and 2020, no funds were on deposit with the FRB under this program.
Trading Investments
−Removed: In March 2020, we sold approximately $ 1.7 billion of Private Education Loans through securitization transactions where we were required to retain a 5 percent vertical risk retention interest (i.e., 5 percent of each class issued in the securitizations).
−Removed: We classified those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the residual classes, which we classified as trading investments recorded at fair value with changes recorded through earnings.
−Removed: At December 31, 2020, we had $ 17 million classified as trading investments.
+Added: We periodically sell Private Education Loans through securitization transactions where we were required to retain a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitizations).
+Added: We classify those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the
+Added: 2021 Form 10-K — SLM CORPORATION F-29
+Added: Investments (Continued)
+Added: residual classes, which we classify as trading investments recorded at fair value with changes recorded through earnings.
+Added: At December 31, 2021 and 2020, we had $ 37 million and $ 17 million, respectively, classified as trading investments.
Available-for-Sale Investments
The amortized cost and fair value of securities available for sale are as follows:
−Removed: December 31, 2020
−Removed: Amortized Cost Allowance for credit losses (1)
+Added: As of December 31, 2021
+Added: (dollars in thousands) Amortized Cost Allowance for credit losses (1)
Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
5 unchanged sentences
Total $ 2,535,568 $ — $ 2,917 $ ( 20,529 ) $ 2,517,956
−Removed: December 31, 2019
−Removed: Amortized Cost Allowance for credit losses (1)
+Added: As of December 31, 2020
+Added: (dollars in thousands) Amortized Cost Allowance for credit losses (1)
Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
2 unchanged sentences
Utah Housing Corporation bonds 12,357 — 210 — 12,567
−Removed: government-sponsored enterprises 250,394 — 635 ( 21 ) 251,008
+Added: government-sponsored enterprises and Treasuries 1,596,890 — 3,395 — 1,600,285
+Added: Other securities 68,797 — 462 ( 351 ) 68,908
Total $ 1,986,957 $ — $ 10,162 $ ( 485 ) $ 1,996,634
1 unchanged sentence
The amount excludes unrealized losses related to non-credit factors.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-30 SLM CORPORATION — 2021 Form 10-K
Investments (Continued)
1 unchanged sentence
Less than 12 months 12 months or more Total
−Removed: Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value
As of December 31,
+Added: (dollars in thousands) Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value
Mortgage-backed securities $ ( 5,534 ) $ 261,404 $ ( 1,540 ) $ 36,587 $ ( 7,074 ) $ 297,991
3 unchanged sentences
Total $ ( 18,989 ) $ 1,593,655 $ ( 1,540 ) $ 36,587 $ ( 20,529 ) $ 1,630,242
−Removed: As of December 31, 2019:
Mortgage-backed securities $ ( 134 ) $ 46,011 $ — $ — $ ( 134 ) $ 46,011
Utah Housing Corporation bonds — — — — — —
−Removed: government-sponsored enterprises ( 21 ) 14,977 — — ( 21 ) 14,977
+Added: government-sponsored enterprises and Treasuries — — — — — —
+Added: Other securities ( 351 ) 30,441 — — ( 351 ) 30,441
Total $ ( 485 ) $ 76,452 $ — $ — $ ( 485 ) $ 76,452
−Removed: For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis.
+Added: As of December 31, 2021 and 2020, 60 of 180 and 14 of 163 , respectively, of our available-for-sale securities were in an unrealized loss position.
+Added: For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis.
If either of these criteria is met, the security’s amortized cost basis is written down to fair value through income.
3 unchanged sentences
If this assessment indicates a credit loss exists, the credit-related portion of the loss is recorded as an allowance for losses on the security.
−Removed: Our investment portfolio is comprised primarily of mortgage-backed securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, with amortized costs of $ 32 million, $ 80 million, and $ 197 million, respectively, at December 31, 2020.
−Removed: We own these securities to meet our requirements under the Community Reinvestment Act.
−Removed: In the second quarter of 2018, we elected to sell nine securities totaling $ 41 million to better align the portfolio with the Community Reinvestment Act requirements, and we recognized a $ 2 million loss upon the sale of those securities.
−Removed: As of December 31, 2020, six of the separate mortgage-backed securities in our investment portfolio had unrealized losses.
−Removed: Approximately 32 percent of our mortgage-backed securities were issued under Ginnie Mae programs that carry a full faith and credit guarantee from the U.S.
−Removed: The remaining securities in a net loss position carry a principal and interest guarantee by Fannie Mae or Freddie Mac, respectively.
+Added: Our investment portfolio contains mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, as well as Utah Housing Corporation bonds.
+Added: We own these securities to meet our requirements under the Community Reinvestment Act (“CRA”).
+Added: We also invest in other U.S.
+Added: government-sponsored enterprise securities issued by the Federal Home Loan Banks, Freddie Mac, and the Federal Farm Credit Bank.
+Added: Our mortgage-backed securities that were issued under Ginnie Mae programs carry a full faith and credit guarantee from the U.S.
+Added: The remaining mortgage-backed securities in a net loss position carry a principal and interest guarantee by Fannie Mae or Freddie Mac, respectively.
+Added: Our Treasury and other U.S.
+Added: government-sponsored enterprise bonds are rated Aaa by Moody’s Investors Service or AA+ by Standard and Poor’s.
+Added: The decline in value from December 31, 2020 to December 31, 2021 was driven by the current interest rate environment and is not credit related.
We have the intent and ability to hold these bonds for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security.
−Removed: As of December 31, 2019, 33 of the 107 separate mortgage-backed securities in our investment portfolio had unrealized losses, and 18 of the 33 securities in a net loss position were issued under Ginnie Mae programs that carry a full faith and credit guarantee from the U.S.
−Removed: The remainder carried a principal and interest guarantee by Fannie Mae or Freddie Mac, respectively.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Investments (Continued)
−Removed: We invest in Utah Housing Corporation bonds for the purpose of complying with the Community Reinvestment Act.
−Removed: These bonds are Aa3 rated by Moody’s Investors Service.
−Removed: The amortized cost of the investment on the consolidated balance sheet at December 31, 2020 and December 31, 2019 was $ 12 million and $ 19 million, respectively.
−Removed: We invest in U.S.
−Removed: Treasuries and U.S.
−Removed: government-sponsored enterprise securities issued by the Federal Home Loan Bank, Freddie Mac and the Federal Farm Credit Bank.
−Removed: As of December 31, 2020, none of the 30 securities had unrealized losses and as of December 31, 2019, 1 of the 14 securities had unrealized losses.
−Removed: We have the intent and ability to hold each of these bonds for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security.
−Removed: These bonds are rated Aaa by Standard and Poor’s or AA+ by Moody’s Investors Service.
Based on this qualitative analysis, we have determined that no credit impairment exists.
−Removed: In March 2020, we sold approximately $ 1.7 billion of Private Education Loans through a securitization transaction where we were required to retain a 5 percent vertical risk retention interest.
−Removed: We classify the non-residual vertical retention interests as available-for-sale investments.
−Removed: As of December 31, 2020, eight out of 10 of these investments had unrealized losses.
+Added: We periodically sell Private Education Loans through securitization transactions where we are required to retain a five percent vertical risk retention interest.
+Added: We classify the non-residual vertical risk retention interests as available-for-sale investments.
We have the intent and ability to hold each of these bonds for a period of time sufficient for the market price to recover to at least the adjusted amortized cost of the security.
We expect to receive all contractual cash flows related to these investments and do not consider a credit impairment to exist.
+Added: 2021 Form 10-K — SLM CORPORATION F-31
+Added: Investments (Continued)
As of December 31, 2021, the amortized cost and fair value of securities, by contractual maturities, are summarized below.
Contractual maturities versus actual maturities may differ due to the effect of prepayments.
−Removed: Year of Maturity Amortized Cost Estimated Fair Value
+Added: As of December 31, 2021
+Added: Year of Maturity
+Added: (Dollars in thousands)
+Added: Amortized Cost Estimated Fair Value
2022 $ 850,032 $ 850,326
12 unchanged sentences
2050 134,707 131,063
+Added: 2051 178,250 174,853
+Added: 2053 141,251 140,260
+Added: 2054 52,118 51,985
Total $ 2,535,568 $ 2,517,956
1 unchanged sentence
We had $ 888 million and $ 815 million par value of securities pledged to this borrowing facility at December 31, 2021 and 2020, respectively, as discussed further in Note 11, “Borrowings.”
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Investments (Continued)
Other Investments
1 unchanged sentence
We hold investments in non-marketable securities and account for these investments at cost, less impairment, plus or minus observable price changes of identical or similar securities of the same issuer.
−Removed: In the third quarter of 2019, we funded an additional investment, as part of a larger equity raise, in an issuer whose equity securities we purchased in the past.
−Removed: We used the valuation associated with the more recent securities investment to adjust the valuation of our previous investments and, as a result, recorded a gain of $ 8 million on our earlier equity securities investments.
−Removed: This gain was recorded in “other income” in the consolidated statements of income in 2019.
−Removed: At both December 31, 2020 and December 31, 2019, our total investment in the securities of this issuer was $ 26 million.
+Added: Changes in market value are recorded through earnings.
+Added: Because these are non-marketable securities, we use observable price changes of identical or similar securities of the same issuer in determining any changes in the value of the securities.
+Added: In the second quarter of 2021, we funded an additional investment, as part of a larger equity raise, in an issuer whose equity securities we purchased in the past.
+Added: We used the valuation associated with the more recent equity raise to adjust the valuation of our previous investments, and, as a result, recorded a gain of $ 35 million on our earlier equity securities investments.
+Added: In the third quarter of 2019, we also funded an additional investment and, as a result, recorded a gain of $ 8 million on our earlier equity securities investments.
+Added: These gains were recorded in “other income” in the consolidated statements of income in 2021 and 2019.
+Added: At December 31, 2021 and December 31, 2020, our total investment in the securities of this issuer was $ 69 million and $ 26 million, respectively.
+Added: F-32 SLM CORPORATION — 2021 Form 10-K
+Added: Investments (Continued)
Low Income Housing Tax Credit Investments
5 unchanged sentences
Our liability for these unfunded commitments was $ 30 million at December 31, 2021 and $ 19 million at December 31, 2020.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
Loans Held for Investment
5 unchanged sentences
We manage this risk through risk-performance underwriting strategies and qualified cosigners.
−Removed: Private Education Loans may be fixed-rate or may carry a variable interest rate indexed to LIBOR, the London interbank offered rate, or another index in the future.
−Removed: As of December 31, 2020 and 2019, 55 percent and 58 percent, respectively, of our Private Education Loans were indexed to LIBOR.
+Added: Private Education Loans may be fixed-rate or may carry a variable interest rate indexed to LIBOR, the London interbank offered rate, or SOFR, the Secured Overnight Financing Rate.
+Added: As of December 31, 2021 and 2020, 52.1 percent and 55 percent, respectively, of all of our Private Education Loans were indexed to LIBOR or SOFR.
We provide incentives for customers to include a cosigner on the loan, and the vast majority of Private Education Loans in our portfolio are cosigned.
We also encourage customers to make payments while in school.
−Removed: In connection with the Spin-Off, we retained the right to require Navient to purchase delinquent loans (at fair value) when the borrower has a lending relationship with both us and Navient.
−Removed: In the second quarter of 2018, we sold our remaining $ 43 million portfolio of Split Loans (both current and non-current loans) to Navient and recognized a net gain of $ 2 million.
−Removed: See Note 17, “Arrangements with Navient Corporation,” for further discussion regarding loan purchase agreements.
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.
3 unchanged sentences
For loans disbursed prior to October 1, 1993, we receive 100 percent reimbursement on all qualifying claims.
−Removed: In the first quarter of 2020, we recognized a $ 239 million gain from the sale of approximately $ 3.1 billion of our Private Education Loans, including $ 2.9 billion of principal, $ 199 million in capitalized interest, and $ 12 million in accrued interest, to unaffiliated third parties.
+Added: In the third quarter of 2020, we sold our entire Personal Loan portfolio, including $ 697 million of principal and $ 7 million in accrued interest, which resulted in a $ 43 million reduction to our provision for credit losses in that period.
+Added: In 2020, we recognized $ 238 million gains from the sale of approximately $ 3.1 billion of our Private Education Loans, including $ 2.9 billion of principal and $ 199 million in capitalized interest, to unaffiliated third-parties.
+Added: In 2021, we recognized $ 548 million gains from the sale of approximately $ 4.24 billion of our Private Education Loans, including $ 3.98 billion of principal and $ 264 million in capitalized interest, to unaffiliated third-parties.
There were VIEs created in the execution of certain of these loan sales;
2 unchanged sentences
We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales.
−Removed: In the third quarter of 2020, we sold our entire Personal Loan portfolio, including $ 697 million of principal and $ 7 million in accrued interest, which resulted in a $ 43 million reduction to our provision for credit losses.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: For additional information, see Notes to Consolidated Financial Statements, Note 11, “Borrowings - Unconsolidated VIEs.”
+Added: 2021 Form 10-K — SLM CORPORATION F-33
Loans Held for Investment (Continued)
Loans held for investment are summarized as follows:
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020
Private Education Loans:
9 unchanged sentences
Total FFELP Loans, net 692,954 735,208
−Removed: Personal Loans (fixed-rate) — 1,049,007
−Removed: Deferred origination costs and unamortized premium/ (discount) — 513
−Removed: Allowance for credit losses — ( 65,877 )
−Removed: Total Personal Loans, net — 983,643
Credit Cards (fixed-rate) 25,014 12,238
3 unchanged sentences
Loans held for investment, net $ 20,341,283 $ 19,183,143
−Removed: The estimated weighted average life of education loans in our portfolio was approximately 5.4 years at both December 31, 2020 and 2019, respectively.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: The estimated weighted average life of education loans in our portfolio was approximately 4.7 years and 5.4 years at December 31, 2021 and 2020, respectively.
+Added: F-34 SLM CORPORATION — 2021 Form 10-K
Loans Held for Investment (Continued)
The average balance and the respective weighted average interest rates of loans in our portfolio are summarized as follows:
−Removed: Years Ended December 31,
2021 2020 2019
−Removed: Average Balance Weighted Average Interest Rate Average Balance Weighted Average Interest Rate Average Balance Weighted Average Interest Rate
+Added: Years ended December 31, (dollars in thousands) Average Balance Weighted Average Interest Rate Average Balance Weighted Average Interest Rate Average Balance Weighted Average Interest Rate
Private Education Loans $ 20,968,061 8.25 % $ 22,426,216 8.42 % $ 22,225,473 9.32 %
1 unchanged sentence
Personal Loans — — 582,552 12.43 1,141,503 12.09
+Added: Credit Cards 14,982 4.67 9,390 ( 6.04 ) — —
Total portfolio $ 21,701,229 $ 23,776,111 $ 24,181,174
Certain Collection Tools — Private Education Loans
−Removed: We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations, achieve better student outcomes, and increase the collectability of the loan.
+Added: We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations and achieve better student outcomes, and increase the collectability of the loan.
These changes generally take the form of a temporary forbearance of payments, a temporary interest rate reduction, a temporary interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.
Forbearance is granted prospectively for borrowers who are current in their payments and may be granted retroactively for certain delinquent borrowers.
−Removed: Forbearance allows a borrower to temporarily not make scheduled payments or to make smaller than scheduled payments, in each case for a specified period of time.
+Added: Forbearance allows a borrower to not make scheduled payments for a specified period of time.
Using forbearance extends the original term of the loan by the term of forbearance taken.
Forbearance does not grant any reduction in the total principal or interest repayment obligation.
−Removed: While a loan is in forbearance status, interest continues to accrue and is capitalized to principal when the loan re-enters repayment status (except as described below in the case of disaster forbearance).
+Added: While a loan is in forbearance status, interest continues to accrue and is capitalized (added to principal) at the end of the forbearance.
+Added: Interest will not capitalize at the end of certain types of forbearance, such as disaster forbearance, however.
We grant forbearance through our servicing centers to borrowers who are current in their payments and through our collections centers to certain borrowers who are delinquent.
4 unchanged sentences
At the end of the forbearance period, the customer will enter repayment status as current and is expected to begin making scheduled monthly payments.
−Removed: Currently, we generally grant forbearance in our servicing centers if a borrower who is current requests it for increments of up to three months at a time, for up to 12 months.
Forbearance may also be granted through our collections centers to customers who are delinquent in their payments.
If specific payment requirements are met, the forbearance can cure the delinquency and the customer is returned to a current repayment status.
−Removed: Forbearance as a collection tool is used most effectively when applying historical experience and our
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Loans Held for Investment (Continued)
−Removed: judgment to a customer’s unique situation.
+Added: Forbearance as a collection tool is used most effectively when applying historical experience and our judgment to a customer’s unique situation.
We leverage updated customer information and other decision support tools to best determine who will be granted forbearance based on our expectations as to a customer’s ability and willingness to repay their obligation.
This strategy is aimed at assisting customers while mitigating the risks of delinquency and default as well as encouraging resolution of delinquent loans.
−Removed: In all instances, we require one or more payments before granting forbearance to delinquent borrowers.
−Removed: The COVID-19 pandemic is having far reaching, negative impacts on individuals, businesses, and, consequently, the overall economy.
−Removed: Specifically, COVID-19 has materially disrupted business operations throughout the country, resulting in significantly higher levels of unemployment or underemployment.
−Removed: As a result, we expect many of our individual customers will experience financial hardship, making it difficult, if not impossible, to meet their payment obligations to us without temporary assistance.
−Removed: We are monitoring key metrics as early warning indicators of financial hardship, including changes in weekly unemployment claims, enrollment in auto-debit payments, requests for new forbearances, enrollment in hardship payment plans, and early delinquency metrics.
−Removed: As a result of the negative impact on employment from COVID-19, our customers are experiencing higher levels of financial hardship, which led initially to higher levels of forbearance.
−Removed: We expect such higher levels of financial hardship to lead to higher levels of delinquencies and defaults in the future, as borrowers who had received disaster forbearance from us re-enter repayment status.
−Removed: We expect that, left unabated, this deterioration in forbearance, delinquency, and default rates will persist until such time as the economy and employment return to relatively normal levels.
−Removed: For some students, going back to school in the fall was not an option because of the pandemic, or for other reasons.
−Removed: Therefore, some students are taking a “gap year” before returning to school.
−Removed: In 2020, for those students that had unexpectedly separated from school, we provided an extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering full principal and interest repayment status.
−Removed: At December 31, 2020, $ 1.0 billion of Private Education Loans were granted this extended period of time.
−Removed: See Note 7, “Allowance for Credit Losses — Delinquencies — Private Education Loans Held for Investment” for an additional breakout of these loans.
−Removed: We assist customers with an array of payment programs during periods of financial hardship as standard operating convention, including:
−Removed: forbearance, which defers payments during a short-term hardship;
−Removed: our Graduated Repayment Plan (“GRP”), which is an interest-only payment for 12 months;
−Removed: or a loan modification that, in the event of long-term hardship, reduces the interest rate on a loan to 4 percent for 24 months and/or permanently extends the maturity date of the loan.
−Removed: Historically, we have utilized disaster forbearance for material events, including hurricanes, wildfires, and floods.
−Removed: Disaster forbearance defers payments for as much as 90 days upon enrollment.
−Removed: We have invoked this same disaster forbearance program to assist our customers through COVID-19 and offer this program across our operations, including through mobile app and self-service channels such as chat and interactive voice response (“IVR”).
−Removed: Customers who receive a disaster forbearance will not progress in delinquency and will not be assessed late fees or other fees.
−Removed: During a disaster forbearance, a customer’s credit file will continue to reflect the status of the loan as it was immediately prior to granting the disaster forbearance.
−Removed: During the period of the disaster forbearance, interest will continue to accrue, but is not capitalized to the loan balance after the loan returns to repayment status.
−Removed: The first wave of disaster forbearance was granted primarily in 90-day increments.
−Removed: As these forbearances ended, we reduced the disaster forbearance to one-month increments and implemented additional discussions between our servicing agents and borrowers to encourage borrowers/cosigners to enter repayment.
−Removed: If the financial hardship extends beyond 90 days, additional assistance will be available for eligible customers.
−Removed: For example, for borrowers exiting disaster forbearance and not eligible for GRP, we may allow them to make interest only payments for 12 months before reverting to full principal and interest payments.
−Removed: Management continually monitors our credit administration practices and may periodically modify these practices based upon performance, industry conventions, and/or regulatory feedback.
−Removed: In light of these considerations, we previously announced that we plan to implement certain changes to our credit administration practices in the future.
−Removed: As discussed below, however, we postponed until the fourth quarter of 2020 the implementation of the announced credit administration practices changes due to the COVID-19 pandemic.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: In most instances, we require one payment, as an indication of a customer’s willingness and ability to repay, before granting forbearance to delinquent borrowers.
+Added: Historically, we have utilized disaster forbearance to assist borrowers affected by material events, including hurricanes, wildfires, floods, and the COVID-19 pandemic.
+Added: We typically grant disaster forbearance to affected borrowers in increments of up to three months at a time, but the disaster forbearance granted generally does not apply toward the 12-month forbearance limit described below.
+Added: 2021 Form 10-K — SLM CORPORATION F-35
Loans Held for Investment (Continued)
−Removed: Specifically, we previously announced that we plan to revise our credit administration practices limiting the number of forbearance months granted consecutively and the number of times certain extended or reduced repayment alternatives may be granted.
−Removed: For example, we currently grant forbearance to borrowers without requiring any period of prior principal and interest payments, meaning that, if a borrower satisfies all eligibility requirements, forbearance increments may be granted consecutively.
−Removed: We previously announced that, beginning in the second quarter of 2020, we would phase in a required six-month period between successive grants of forbearance and between forbearance grants and certain other repayment alternatives.
−Removed: We announced this required period will not apply, however, to forbearances granted during the first six months following a borrower’s grace period and will not be required for a borrower to receive a contractual interest rate reduction.
−Removed: In addition, we announced we would limit the participation of delinquent borrowers in certain short-term extended or interest-only repayment alternatives to once in 12 months and twice in five years.
−Removed: As previously announced, prior to full implementation of the credit administration practices changes described above, management will conduct a controlled testing program on randomly selected borrowers to measure the impact of the changes on our customers, our credit operations, and key credit metrics.
−Removed: The testing commenced in October 2019 for some of the planned changes on a very small percentage of our total portfolio and we originally expected to expand the number of borrowers in repayment who would be subject to the new credit administration practices.
−Removed: However, due to the COVID-19 pandemic, we postponed our efforts so that we can be more flexible in dealing with our customers’ financial hardship.
−Removed: In October 2020, we began to roll out in a methodical approach the implementation of the credit administration practices changes and related testing.
−Removed: Management now expects to have completed implementation of the planned credit administration practices changes by year-end 2022.
−Removed: However, we may modify or delay the contemplated practice changes, the proposed timeline, or the method of implementation as we learn more about the impacts of the program on our customers.
+Added: During COVID-19, our customers experienced higher levels of financial hardship, which initially led to higher levels of forbearance.
+Added: We expect for some customers financial hardship may lead to higher levels of delinquencies and defaults in the future, as borrowers who had received disaster forbearance from us re-enter repayment status.
+Added: Beginning in June 2021, we stopped granting disaster forbearance in response to the COVID-19 pandemic.
+Added: As borrowers in the various delinquency buckets exit disaster forbearance and begin to enter repayment, we expect elevated levels of losses on this segment of our customers.
+Added: We expect that, left unabated, this deterioration in delinquency and default rates may persist until economic conditions return to pre-pandemic levels.
+Added: Management continually monitors our credit administration practices and may periodically modify these practices based upon performance, industry conventions, and/or regulatory feedback.
+Added: In light of these considerations, we previously announced certain planned changes to our credit administration practices, including the imposition of limits on the number of forbearance months granted consecutively and the number of times certain extended or reduced repayment alternatives may be granted.
+Added: Prior to implementation of the previously announced changes, borrowers could receive consecutive forbearance grants without intervening payments of principal and interest, if they satisfied all eligibility requirements.
+Added: We commenced testing in October 2019 for some of the previously announced planned changes on a very small percentage of our total portfolio and in March 2020 we began to expand the number of borrowers who would be subject to the new credit administration practices.
+Added: However, due to the COVID-19 pandemic, in April 2020 we postponed our efforts so that we could be more flexible in dealing with our customers’ financial hardship.
+Added: In October 2020, we re-initiated a multi-phased deployment of certain previously announced credit administration practices changes.
+Added: In October 2021, we announced additional planned changes to our credit administration practices, which we implemented in December 2021.
+Added: Currently, we generally grant forbearance in increments of one to two months at a time, for up to 12 months over the life of the loan, although disaster forbearance and certain assistance we grant to borrowers who are still in school do not apply toward the 12-month limit.
+Added: We also currently require 12 months of positive payment performance by a borrower (meaning the borrower must make payment in a cumulative amount equivalent to 12 monthly required payments under the loan) between successive grants of forbearance and between forbearance grants and certain other repayment alternatives.
+Added: This required period of positive payment performance does not apply, however, to forbearances granted during the first six months following a borrower’s grace period and is not required for a borrower to receive a contractual interest rate reduction.
+Added: In addition, we currently limit the participation of delinquent borrowers in certain short-term extended or interest-only repayment alternatives to once in 12 months and twice in five years .
+Added: We also now count the number of months a borrower receives a short-term extended repayment alternative toward the 12-month forbearance limit described above.
We also offer rate and term modifications to customers experiencing more severe hardship.
2 unchanged sentences
The combination of the rate reduction and maturity extension helps reduce the monthly payment due from the borrower and increases the likelihood the borrower will remain current during the interest rate modification period as well as when the loan returns to its original contractual interest rate.
−Removed: At December 31, 2020 and December 31, 2019, 7.8 percent and 7.2 percent, respectively, of our Private Education Loans held for investment then currently in full principal and interest repayment status were subject to interest rate reductions made under our rate modification program.
−Removed: We currently have no plans to change the basic elements of the rate and term modifications we offer to our customers experiencing more severe hardship.
−Removed: While there are limitations to our estimate of the future impact of the credit administration practices changes described above, absent the effect of any mitigating measures, and based on an analysis of borrower behavior under our current credit administration practices, which may not be indicative of how borrowers will behave under revised credit administration practices, we expect that the credit administration practices changes described above will accelerate defaults and could increase life of loan defaults in our Private Education Loan held for investment portfolio by approximately 4 percent to 14 percent.
−Removed: Among the measures that we are planning to implement and expect may partly offset or moderate any acceleration of or increase in defaults will be greater focus on the risk assessment process to ensure borrowers are mapped to the appropriate program, better utilization of existing programs (e.g., GRP and rate modifications), and the introduction of a new program offering short-term payment reductions (permitting interest-only payments for up to six months) for certain early stage delinquencies.
−Removed: The full impact of these changes to our collections practices described above may only be realized over the longer term, however.
−Removed: In particular, when we calculate the allowance for credit losses under CECL, which became effective on January 1, 2020, our loan loss reserves increased materially because we expect the life of loan defaults on our overall Private Education Loan portfolio to increase, in part as a result of the planned changes to our credit administration practices.
−Removed: As we progress with the controlled testing program of the planned changes to our credit administration practices, we expect to learn more about how
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: We currently limit the granting of a permanent extension of the final maturity date of the loan under our loan modification program to one time over the life of the loan.
+Added: We also currently permit two consecutive rate reductions to 4.0 percent so long as the borrower qualifies and makes three consecutive monthly payments at the reduced payment in connection with each rate reduction.
+Added: We currently require 12 months of positive payment performance after the interest rate adjusts upward to its previous rate (at the end of the rate reduction periods) before the borrower may be eligible for a forbearance or certain other repayment alternatives, however.
+Added: We also now limit the number of interest rate reductions to twice over the life of the loan.
+Added: At December 31, 2021 and December 31, 2020, 7.2 percent and 7.8 percent, respectively, of our loans then currently in full principal and interest repayment status were subject to interest rate reductions made under our rate modification program.
+Added: F-36 SLM CORPORATION — 2021 Form 10-K
Loans Held for Investment (Continued)
−Removed: our borrowers are reacting to these changes and, as we analyze such reactions, we will continue to refine our estimates of the impact of those changes on our allowance for credit losses.
+Added: While there are limitations to our estimate of the future impact of the various credit administration practices changes we have implemented, absent the effect of any mitigating measures, we expect that the credit administration practices described above, including the changes we implemented in December 2021, will accelerate periodic defaults and could increase periodic defaults in our Private Education Loan held for investment portfolio by approximately 10.1 percent to 16.6 percent.
+Added: Among the measures that we have implemented and may modify further and expect may partly offset or moderate any acceleration of or increase in defaults will be greater focus on the risk assessment process to ensure borrowers are mapped to the appropriate program, better utilization of existing loss mitigation programs (e.g., Graduated Repayment Period program (“GRP”) and rate modifications), and the use of a program offering short-term payment reductions (permitting interest-only payments for up to six months) for certain early-stage delinquencies.
+Added: The full impact of these changes to our collections practices described above will only be realized over the long term.
+Added: When we calculated the allowance for credit losses under CECL at December 31, 2021, our loan loss reserves were significantly impacted because we expect the life of loan defaults on our overall Private Education Loan portfolio to increase, in part as a result of the changes to our credit administration practices described above.
+Added: We expect to learn more about how our borrowers are reacting to these changes to our credit administration practices and, as we analyze such reactions, we will continue to refine our estimates of the impact of those changes on our allowance for credit losses.
+Added: As discussed above, we will continue to monitor our credit administration practices and may modify them further from time to time based upon performance, industry conventions, and/or regulatory feedback.
The period of delinquency for loans is based on the number of days scheduled payments are contractually past due.
6 unchanged sentences
Loans Held for Investment by Region
−Removed: At December 31, 2020, 38.8 percent of total education loans were concentrated in the following states:
−Removed: New York 9.7 %
−Removed: California 9.6
−Removed: Pennsylvania 8.0
−Removed: New Jersey 6.2
−Removed: At December 31, 2019, 39.4 percent of total education loans were concentrated in the following states:
+Added: At December 31, 2021 and 2020, 38.4 percent and 38.8 percent, respectively, of total education loans were concentrated in the following states:
+Added: As of December 31, 2021 2020
New York 9.4 % 9.7 %
2 unchanged sentences
New Jersey 6.0 6.2
+Added: Texas 5.6 5.3
+Added: 38.4 % 38.8 %
No other state had a concentration of total education loans in excess of 5 percent of the aggregate outstanding education loans held for investment.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-37
Loans Held for Sale
−Removed: We had $ 2.9 billion in loans held for sale at December 31, 2020 and no loans held for sale at December 31, 2019.
+Added: We had no loans held for sale at December 31, 2021 and $ 2.9 billion loans held for sale at December 31, 2020.
At December 31, 2020, we reversed $ 206 million through the provisions for credit losses for the allowance related to these loans, when the loans were transferred from held for investment to held-for-sale.
−Removed: On January 8, 2021, we sold $ 3 billion of our Private Education Loans, including $ 2.8 billion of principal, $ 185 million in capitalized interest and $ 15 million in accrued interest to an unaffiliated third party.
+Added: For additional information on loan sales, see Note 5, “Loans Held for Investment,” and Note 11, “Borrowings — Unconsolidated VIEs.”
Allowance for Credit Losses
2 unchanged sentences
We believe the allowance for credit losses is appropriate to cover lifetime expected losses incurred in the loan portfolios.
−Removed: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses 2020 — Allowance for Private Education Loan Losses, — Allowance for FFELP Loan Losses, and — Allowance for Credit Cards” for a more detailed discussion.
−Removed: Allowance for Credit Losses Metrics
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses - 2021 and 2020, — Allowance for Private Education Loan Losses - 2021 and 2020, — Allowance for FFELP Loan Losses - 2021 and 2020, — Allowance for Credit Card Loans - 2021 and 2020, — Allowance for Credit Losses - 2019, — Allowance for Private Education Loan Losses - 2019, — Allowance for FFELP Loan Losses - 2019, and — Allowance for Credit Card Loans - 2019” for a more detailed discussion.
+Added: F-38 SLM CORPORATION — 2021 Form 10-K
Allowance for Credit Losses (Continued)
−Removed: Allowance for Credit Losses
+Added: Allowance for Credit Losses Metrics
Year Ended December 31, 2021
+Added: (dollars in thousands) FFELP
Loans Private Education
−Removed: Loans Personal
Loans Credit Cards Total
1 unchanged sentence
Beginning balance $ 4,378 $ 1,355,844 $ 1,501 $ 1,361,723
−Removed: Day 1 adjustment for the adoption of CECL 2,852 1,060,830 79,183 188 1,143,053
−Removed: Balance at January 1, 2020 4,485 1,435,130 145,060 290 1,584,965
Transfer from unfunded commitment liability (1)
2 unchanged sentences
Loan sale reduction to provision — ( 66,460 ) — ( 66,460 )
−Removed: Loan transfer to held-for-sale — ( 205,669 ) — — ( 205,669 )
+Added: Loans transferred to held-for-sale — 1,887 — 1,887
Total provisions (2)
4 unchanged sentences
Net charge-offs ( 321 ) ( 200,097 ) ( 344 ) ( 200,762 )
−Removed: Loan sales — — ( 108,534 ) — ( 108,534 )
Ending Balance $ 4,077 $ 1,158,977 $ 2,281 $ 1,165,335
19 unchanged sentences
(1) See Note 8, “Unfunded Loan Commitments,” for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Allowance for Credit Losses (Continued)
(2) Below is a reconciliation of the provisions for credit losses reported in the consolidated statements of income.
3 unchanged sentences
Provisions for Credit Losses Reconciliation
−Removed: December 31, 2020
+Added: Year Ended December 31, 2021 (dollars in thousands)
Private Education Loan provisions for credit losses:
3 unchanged sentences
Other impacts to the provisions for credit losses:
−Removed: Personal Loans ( 2,431 )
FFELP Loans 20
Credit Cards 1,124
−Removed: Total ( 691 )
Provisions for credit losses reported in consolidated statements of income $ ( 32,957 )
(3) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-39
Allowance for Credit Losses (Continued)
−Removed: Allowance for Credit Losses
Year Ended December 31, 2020
+Added: (dollars in thousands) FFELP
Loans Private Education
3 unchanged sentences
Beginning balance $ 1,633 $ 374,300 $ 65,877 $ 102 $ 441,912
−Removed: Total provision 1,478 279,570 72,783 103 353,934
+Added: Day 1 adjustment for the adoption of CECL 2,852 1,060,830 79,183 188 1,143,053
+Added: Balance at January 1, 2020 4,485 1,435,130 145,060 290 1,584,965
+Added: Transfer from unfunded commitment liability (1)
+Added: — 320,808 — — 320,808
+Added: Provision for current period 412 148,673 40,485 1,328 190,898
+Added: Loan sale reduction to provision — ( 161,793 ) ( 42,916 ) — ( 204,709 )
+Added: Loans transferred to held-for-sale — ( 205,669 ) — — ( 205,669 )
+Added: Total provisions (2)
+Added: 412 ( 218,789 ) ( 2,431 ) 1,328 ( 219,480 )
Net charge-offs:
2 unchanged sentences
Net charge-offs ( 519 ) ( 181,305 ) ( 34,095 ) ( 117 ) ( 216,036 )
+Added: Loan sales — — ( 108,534 ) — ( 108,534 )
Ending Balance $ 4,378 $ 1,355,844 $ — $ 1,501 $ 1,361,723
18 unchanged sentences
$ 573,361 $ 14,304,821 $ — $ 12,238
+Added: (1) See Note 8, “Unfunded Loan Commitments,” for a summary of the activity in the allowance for and balance of unfunded loan commitments, respectively.
+Added: (2) Below is a reconciliation of the provisions for credit losses reported in the consolidated statements of income.
+Added: When a new loan commitment is made, we record the CECL allowance as a liability for unfunded loan commitments by recording a provision for credit losses.
+Added: When the loan is funded, we transfer that liability to the allowance for credit losses.
+Added: F-40 SLM CORPORATION — 2021 Form 10-K
+Added: Allowance for Credit Losses (Continued)
+Added: Consolidated Statements of Income
+Added: Provisions for Credit Losses Reconciliation
+Added: Year Ended December 31, 2020 (dollars in thousands)
+Added: Private Education Loan provisions for credit losses:
+Added: Provisions for loan losses $ ( 218,789 )
+Added: Provisions for unfunded loan commitments 312,613
+Added: Total Private Education Loan provisions for credit losses 93,824
+Added: Other impacts to the provisions for credit losses:
+Added: Personal Loans ( 2,431 )
+Added: FFELP Loans 412
+Added: Credit Cards 1,328
+Added: Total ( 691 )
+Added: Provisions for credit losses reported in consolidated statements of income $ 93,133
(3) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-41
Allowance for Credit Losses (Continued)
−Removed: Allowance for Credit Losses
Year Ended December 31, 2019
+Added: (dollars in thousands) FFELP
Loans Private Education
Loans Personal
+Added: Loans Credit Cards Total
Allowance for Credit Losses
5 unchanged sentences
Net charge-offs ( 822 ) ( 183,213 ) ( 69,107 ) ( 1 ) ( 253,143 )
−Removed: Loan sales (1)
−Removed: — ( 1,216 ) — ( 1,216 )
Ending Balance $ 1,633 $ 374,300 $ 65,877 $ 102 $ 441,912
18 unchanged sentences
$ 617,646 $ 16,787,670 $ 1,049,007 $ 3,884
−Removed: (1) Represents fair value adjustments on loans sold.
(1) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-42 SLM CORPORATION — 2021 Form 10-K
Allowance for Credit Losses (Continued)
4 unchanged sentences
We determine which forecasts we will include in our estimation of allowance for credit losses and the associated weightings for each of these inputs.
−Removed: At both January 1, 2020 (the initial adoption date of CECL), and December 31, 2020, we used the Base (50th percentile likelihood of occurring)/S1 (stronger near-term growth scenario with 10 percent likelihood of occurring)/S3 (downside scenario with 10 percent likelihood of occurring) scenarios and weighted them 40 percent, 30 percent and 30 percent, respectively.
+Added: At January 1, 2020 (the initial adoption date of CECL), December 31, 2020, and December 31, 2021, we used the Base (50th percentile likelihood of occurring)/S1 (stronger near-term growth scenario with 10 percent likelihood of occurring)/S3 (downside scenario with 10 percent likelihood of occurring) scenarios and weighted them 40 percent, 30 percent, and 30 percent, respectively.
Management reviews both the scenarios and their respective weightings each quarter in determining the allowance for credit losses.
−Removed: For the year ended December 31, 2020, we had total provisions for credit losses of $ 93 million.
−Removed: The provisions for credit losses for 2020 were affected primarily by $ 290 million in additional provisions for credit losses related to new commitments made in 2020, an additional $ 129 million due to deteriorating economic conditions during the year as a result of the COVID-19 pandemic, and $ 99 million caused by lower recovery rates and various overlays and other adjustments applied during the year.
−Removed: Offsetting these was a $ 206 million reduction in the provisions for credit losses as a result of $ 2.9 billion of loans transferred to held-for-sale from held for investment in the fourth quarter of 2020, the sale of $ 3.1 billion of Private Education Loans in the first quarter of 2020, which resulted in a reduction to our provision for credit losses of $ 162 million, a benefit of $ 121 million from faster prepayment speeds, and the sale of our entire Personal Loan portfolio, which resulted in a reduction to our provision for credit losses of $ 43 million.
−Removed: The benefit from faster prepayment speeds reflected actual loan prepayment speeds being higher than what our models were predicting due to the significant amount of COVID-19 related government stimulus.
−Removed: As COVID-19 continues to impact the economy, we could continue to experience significant changes in our allowance for credit losses in 2021.
−Removed: See Note 5, “Loans Held for Investment - Certain Collection Tools - Private Education Loans,” for additional information.
+Added: For the year ended December 31, 2021, we had negative total provisions for credit losses of $ 33 million.
+Added: This decrease of $ 126 million in 2021 compared with the year-ago period was primarily the result of improving economic forecasts in 2021 and faster prepayment speeds.
+Added: During the first quarter of 2021, we increased our estimates of future prepayment speeds during both the two-year reasonable and supportable period as well as the remaining term of the underlying loans.
+Added: These faster estimated prepayment speeds during the two-year reasonable and supportable period reflect the significant improvement in economic forecasts, as well as the implementation of an updated prepayment speed model.
+Added: In the fourth quarter of 2021, we increased our long-term estimate of prepayment speeds to reflect higher long-term prepayment experience.
+Added: Partially offsetting these benefits were additional provisions to reflect the adoption of our credit administration practices changes and other management overlays.
Troubled Debt Restructurings
6 unchanged sentences
Once a loan qualifies for TDR status, it remains a TDR for allowance purposes for the remainder of its life.
−Removed: As of December 31, 2020 and 2019, approximately 47 percent and 50 percent, respectively, of TDRs were classified as such due to their forbearance status.
+Added: As of both December 31, 2021 and 2020, approximately 47 percent of TDRs were classified as such due to their forbearance status.
See Note 2, “Significant Accounting Policies — Allowance for Credit Losses” for a more detailed discussion.
−Removed: Within the Private Education Loan portfolio, loans greater than 90 days past due are nonperforming.
+Added: Within the Private Education Loan portfolio, loans 90 days or greater past due are nonperforming.
FFELP Loans are at least 97 percent guaranteed as to their principal and accrued interest by the federal government in the event of default and, therefore, we do not deem FFELP Loans as nonperforming from a credit risk perspective at any point in their life cycle prior to claim payment and continue to accrue interest on those loans through the date of claim.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Allowance for Credit Losses (Continued)
At December 31, 2021 and 2020, all of our TDR loans had a related allowance recorded.
The following table provides the recorded investment, unpaid principal balance, and related allowance for our TDR loans.
−Removed: Recorded Investment Unpaid Principal Balance Allowance
−Removed: December 31, 2020
+Added: Years Ended December 31,
+Added: (dollars in thousands) Recorded Investment Unpaid Principal Balance Allowance
TDR Loans $ 1,093,387 $ 1,057,665 $ 47,712
−Removed: December 31, 2019
TDR Loans $ 1,312,805 $ 1,274,590 $ 104,265
+Added: 2021 Form 10-K — SLM CORPORATION F-43
+Added: Allowance for Credit Losses (Continued)
The following table provides the average recorded investment and interest income recognized for our TDR loans.
−Removed: Years Ended December 31,
−Removed: 2020 2019 2018
+Added: Years Ended December 31, (dollars in thousands) 2021 2020 2019
Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
TDR Loans $ 1,220,739 $ 84,822 $ 1,546,908 $ 100,125 $ 1,434,137 $ 95,507
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Allowance for Credit Losses (Continued)
The following table provides information regarding the loan status and aging of TDR loans.
−Removed: December 31, December 31,
−Removed: Balance % Balance %
+Added: For the periods presented below, we updated our delinquency bucket periods from what we reported in our 2020 Form 10-K to conform with the delinquency bucket periods defined by the Federal Financial Institutions Examination Council (“FFIEC”).
+Added: As of December 31,
+Added: (dollars in thousands) Balance % Balance %
TDR loans in in-school/grace/deferment (1)
8 unchanged sentences
30,575 3.3 43,576 3.9
−Removed: Loans delinquent greater than 90 days (4)
+Added: Loans 90 days or greater past due (4)
24,561 2.6 34,431 3.1
6 unchanged sentences
(4) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-44 SLM CORPORATION — 2021 Form 10-K
Allowance for Credit Losses (Continued)
2 unchanged sentences
We define payment default as 60 days past due for this disclosure.
−Removed: Years Ended December 31,
−Removed: 2020 2019 2018
+Added: Years Ended December 31, (dollars in thousands) 2021 2020 2019
Modified Loans (1)
10 unchanged sentences
The following tables highlight the gross principal balance of our Private Education Loan portfolio (held for investment), by year of origination, stratified by key credit quality indicators.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-45
Allowance for Credit Losses (Continued)
−Removed: Private Education Loans Held for Investment - Credit Quality Indicators
−Removed: December 31, 2020
+Added: As of December 31, 2021
+Added: (dollars in thousands) Private Education Loans Held for Investment - Credit Quality Indicators
Year of Origination 2021 (1)
35 unchanged sentences
(5) Current period refers to period from January 1, 2021 through December 31, 2021.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-46 SLM CORPORATION — 2021 Form 10-K
Allowance for Credit Losses (Continued)
−Removed: Private Education Loans Held for Investment - Credit Quality Indicators
−Removed: December 31, 2019
+Added: As of December 31, 2020
+Added: (dollars in thousands) Private Education Loans Held for Investment - Credit Quality Indicators
Year of Origination 2020 (1)
23 unchanged sentences
Total $ 3,442,765 $ 4,026,848 $ 2,940,511 $ 2,539,794 $ 2,189,222 $ 4,590,197 $ 19,729,337 100 %
−Removed: 2019 gross charge-offs $ ( 1,697 ) $ ( 14,650 ) $ ( 29,119 ) $ ( 40,576 ) $ ( 41,141 ) $ ( 81,795 ) $ ( 208,978 )
−Removed: 2019 recoveries 69 1,016 2,622 4,431 5,175 12,452 25,765
−Removed: 2019 net charge-offs $ ( 1,628 ) $ ( 13,634 ) $ ( 26,497 ) $ ( 36,145 ) $ ( 35,966 ) $ ( 69,343 ) $ ( 183,213 )
+Added: 2020 Current period (5) gross charge-offs
+Added: $ ( 1,087 ) $ ( 10,940 ) $ ( 27,000 ) $ ( 35,851 ) $ ( 36,416 ) $ ( 94,032 ) $ ( 205,326 )
+Added: 2020 Current period (5) recoveries
+Added: 42 636 2,274 3,585 4,284 13,200 24,021
+Added: 2020 Current period (5) net charge-offs
+Added: $ ( 1,045 ) $ ( 10,304 ) $ ( 24,726 ) $ ( 32,266 ) $ ( 32,132 ) $ ( 80,832 ) $ ( 181,305 )
Total accrued interest by origination vintage $ 90,438 $ 265,688 $ 252,251 $ 209,178 $ 141,094 $ 210,247 $ 1,168,896
3 unchanged sentences
(4) Number of months in active repayment (whether interest only payment, fixed payment, or full principal and interest payment status) for which a scheduled payment was due.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: (5) Current period refers to period from January 1, 2020 through December 31, 2020.
+Added: 2021 Form 10-K — SLM CORPORATION F-47
Allowance for Credit Losses (Continued)
2 unchanged sentences
Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the following tables, do not include those loans while they are in forbearance).
+Added: For the periods presented below, we updated our delinquency bucket periods from what we reported in our 2020 Form 10-K to conform with the delinquency bucket periods defined by the FFIEC.
Private Education Loans Held for Investment - Delinquencies by Origination Vintage
−Removed: December 31, 2020
−Removed: 2020 2019 2018 2017 2016 2015 and Prior Total
+Added: As of December 31, 2021
+Added: (dollars in thousands) 2021 2020 2019 2018 2017 2016 and Prior Total
Loans in-school/grace/deferment (1)
8 unchanged sentences
3,194 7,441 14,044 14,310 16,425 61,533 116,947
−Removed: Loans delinquent greater than 90 days (4)
+Added: Loans 90 days or greater past due (3)
642 3,683 8,453 10,632 11,935 44,588 79,933
8 unchanged sentences
Loans in forbearance as a percentage of loans in repayment and forbearance 0.5 % 1.9 % 2.1 % 2.3 % 2.5 % 2.1 % 1.9 %
−Removed: (1) For some students, going back to school in the fall was not an option because of the pandemic, or for other reasons.
−Removed: Therefore, some students are taking a “gap year” before returning to school.
−Removed: In 2020, for those students that had unexpectedly separated from school, we provided an extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering full principal and interest repayment status.
−Removed: At December 31, 2020, the loans in the “in-school/grace/deferment” category above include $ 401 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who received such extension of time from us to re-enroll before beginning their grace period.
−Removed: At December 31, 2020, the loans in the “in forbearance” category above include $ 30 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who received such extension of time from us to re-enroll before beginning their grace period.
−Removed: At December 31, 2020, the loans in the “in repayment” category above include $ 609 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who received such extension of time from us to re-enroll before beginning their grace period.
(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 period for bar exam preparation).
1 unchanged sentence
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-48 SLM CORPORATION — 2021 Form 10-K
Allowance for Credit Losses (Continued)
Private Education Loans Held for Investment - Delinquencies by Origination Vintage
−Removed: December 31, 2019
−Removed: 2019 2018 2017 2016 2015 2014 and Prior Total
+Added: As of December 31, 2020
+Added: (dollars in thousands) 2020 2019 2018 2017 2016 2015 and Prior Total
Loans in-school/grace/deferment (1)(2)
8 unchanged sentences
2,628 9,143 15,026 18,121 19,064 55,661 119,643
−Removed: Loans delinquent greater than 90 days (3)
+Added: Loans 90 days or greater past due (4)
460 4,642 9,396 12,939 14,710 38,555 80,702
8 unchanged sentences
Loans in forbearance as a percentage of loans in repayment and forbearance 0.8 % 3.4 % 5.0 % 5.9 % 5.9 % 4.9 % 4.3 %
+Added: (1) For some students, going back to school in the fall of 2020 was not an option because of the pandemic, or for other reasons.
+Added: Therefore, some students took a “gap year” before returning to school.
+Added: In 2020, for those students that had unexpectedly separated from school, we provided an extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering full principal and interest repayment status.
+Added: At December 31, 2020, the loans in the “in-school/grace/deferment” category above include $ 401 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who then received such extension of time from us to re-enroll before beginning their grace period.
+Added: At December 31, 2020, the loans in the “in forbearance” category above include $ 30 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who then received such extension of time from us to re-enroll before beginning their grace period.
+Added: At December 31, 2020, the loans in the “in repayment” category above include $ 609 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who then received such extension of time from us to re-enroll before beginning their grace period.
+Added: This program ended in September 2021.
(2) 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 period for bar exam preparation).
1 unchanged sentence
(4) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-49
Allowance for Credit Losses (Continued)
Private Education Loans Held for Investment - Delinquencies by Origination Vintage
−Removed: December 31, 2018
−Removed: 2018 2017 2016 2015 2014 2013 and Prior Total
+Added: As of December 31, 2019
+Added: (dollars in thousands) 2019 2018 2017 2016 2015 2014 and Prior Total
Loans in-school/grace/deferment (1)
8 unchanged sentences
3,087 9,527 17,048 21,161 24,562 45,917 121,302
−Removed: Loans delinquent greater than 90 days (3)
+Added: Loans 90 days or greater past due (3)
935 3,850 7,818 12,314 12,946 24,803 62,666
11 unchanged sentences
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-50 SLM CORPORATION — 2021 Form 10-K
Allowance for Credit Losses (Continued)
1 unchanged sentence
The following table provides information regarding accrued interest receivable on our Private Education Loans.
−Removed: The table also discloses the amount of accrued interest on loans greater than 90 days past due as compared to our allowance for uncollectible interest on loans making full interest payments.
+Added: The table also discloses the amount of accrued interest on loans 90 days and greater past due as compared to our allowance for uncollectible interest on loans making full interest payments.
The majority of the total accrued interest receivable represents accrued interest on deferred loans where no payments are due while the borrower is in school and fixed-pay loans where the borrower makes a $ 25 monthly payment that is smaller than the interest accruing on the loan in that month.
−Removed: The accrued interest on these loans will be capitalized to the balance of the loans when the borrower exits the grace period upon separation from school.
+Added: The accrued interest on these loans will be capitalized to the balance of the loans when the borrower exits the grace period after separation from school.
The allowance for this portion of interest is included in our loan loss reserve.
2 unchanged sentences
Accrued Interest Receivable
−Removed: Total Interest
−Removed: Receivable Greater Than
+Added: (Dollars in thousands) Total Interest
+Added: Receivable 90 Days and Greater
Past Due Allowance for
2 unchanged sentences
December 31, 2020 $ 1,168,895 $ 4,354 $ 4,467
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-51
Unfunded Loan Commitments
2 unchanged sentences
We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us.
−Removed: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses 2020 — Off-Balance Sheet Exposure for Contractual Loan Commitments” for additional information.
+Added: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses, — Allowance for Credit Losses - 2021 and 2020, — Off-Balance Sheet Exposure for Contractual Loan Commitments - 2021 and 2020” for additional information.
At December 31, 2021, we had $ 1.8 billion of outstanding contractual loan commitments that we expect to fund during the remainder of the 2021/2022 academic year.
The tables below summarize the activity in the allowance recorded to cover lifetime expected credit losses on the unfunded commitments, which is recorded in “Other Liabilities” on the consolidated balance sheets, as well as the activity in the unfunded commitments balance.
−Removed: Years Ended December 31,
−Removed: 2020 2019 2018
+Added: Years ended December 31, (dollars in thousands) 2021 2020 2019
Allowance Unfunded Commitments Allowance Unfunded Commitments Allowance Unfunded Commitments
1 unchanged sentence
Day 1 adjustment for the adoption of CECL — — 115,758 — — —
−Removed: Balance January 1, 2020 118,239 1,910,603 2,165 2,010,744 1,885 1,838,840
+Added: Balance at January 1 110,044 1,673,018 118,239 1,910,603 2,165 2,010,744
Provision/New commitments - net (1)
232,822 5,512,841 311,659 5,070,175 5,937 5,513,790
+Added: Other provision items 31,502 — 954 — 596 —
Transfer - funded loans (2)
1 unchanged sentence
Ending Balance $ 72,713 $ 1,776,976 $ 110,044 $ 1,673,018 $ 2,481 $ 1,910,603
−Removed: ________________
(1) Net of expirations of commitments unused.
4 unchanged sentences
The amount we expect to fund and use in our calculation of the reserve for unfunded commitments will change period to period based upon the loan characteristics of the underlying commitments.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-52 SLM CORPORATION — 2021 Form 10-K
Premises and Equipment, net
The following is a summary of our premises and equipment.
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020
Land and land improvements $ 12,356 $ 12,356
7 unchanged sentences
The following table summarizes total deposits at December 31, 2021 and 2020.
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020
Deposits - interest bearing $ 20,826,692 $ 22,664,899
9 unchanged sentences
Fees paid to third-party brokers related to these CDs were $ 13 million, $ 5 million, and $ 28 million during the years ended December 31, 2021, 2020, and 2019, respectively.
−Removed: Interest bearing deposits at December 31, 2020 and 2019 are summarized as follows:
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-53
Deposits (Continued)
−Removed: December 31, 2020 December 31, 2019
−Removed: Amount Year-End Weighted
+Added: Interest bearing deposits at December 31, 2021 and 2020 are summarized as follows:
+Added: As of December 31,
+Added: (dollars in thousands) Amount Year-End Weighted
Average Stated Rate (1)
7 unchanged sentences
Certificates of deposit remaining maturities are summarized as follows:
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020
One year or less $ 4,407,370 $ 5,728,556
7 unchanged sentences
Accrued interest on deposits was $ 35 million and $ 50 million at December 31, 2021 and 2020, respectively.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-54 SLM CORPORATION — 2021 Form 10-K
Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term ABS program and our Secured Borrowing Facility.
1 unchanged sentence
The following table summarizes our secured borrowings at December 31, 2021 and 2020.
−Removed: December 31, 2020 December 31, 2019
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020
Short-Term Long-Term Total Short-Term Long-Term Total
11 unchanged sentences
Short-term Borrowings
−Removed: Secured Borrowing Facility
−Removed: On February 19, 2020, we amended our Secured Borrowing Facility to, among other things, increase the amount that can be borrowed under the facility to $ 2 billion (from $ 750 million) and extend the maturity of the facility.
+Added: On July 30, 2021, we amended our Secured Borrowing Facility to extend the maturity of the facility.
+Added: The amount that can be borrowed under the facility is $ 2 billion.
We hold 100 percent of the residual interest in the Secured Borrowing Facility trust.
−Removed: Under the amended Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstanding advances.
−Removed: The amended Secured Borrowing Facility extended the revolving period, during which we may borrow, repay and reborrow funds, until February 17, 2021.
−Removed: On February 17, 2021, we further amended and extended the maturity of our Secured Borrowing Facility such that the revolving period now extends until February 16, 2022.
−Removed: The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, now ends on February 16, 2023 (or earlier, if certain material adverse events occur).
−Removed: At December 31, 2020, there were no secured borrowings outstanding under the Secured Borrowing Facility, and at December 31, 2019, $ 289 million secured borrowings were outstanding under the Secured Borrowing Facility.
−Removed: For additional information, see Notes to Consolidated Financial Statements, Note 25, “Subsequent Events.”
+Added: Under the Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstanding advances.
+Added: The amended Secured Borrowing Facility extended the revolving period, during which we may borrow, repay, and reborrow funds, until May 17, 2022.
+Added: The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on May 17, 2023 (or earlier, if certain material adverse events occur).
+Added: At December 31, 2021, and December 31, 2020, there were no secured borrowings outstanding under the Secured Borrowing Facility.
Short-term borrowings have a remaining term to maturity of one year or less.
2 unchanged sentences
however, we classify advances under our Secured Borrowing Facility as short-term borrowings because it is our intention to repay those advances within one year.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: The 5.125 percent unsecured Senior Notes due April 5, 2022, which we redeemed in the fourth quarter of 2021, were classified as short-term borrowings in April of 2021, and are included in the table below.
+Added: 2021 Form 10-K — SLM CORPORATION F-55
Borrowings (Continued)
1 unchanged sentence
December 31, 2021
−Removed: Ending Balance Weighted Average
+Added: (Dollars in thousands) Ending Balance Weighted Average
Interest Rate Average Balance Weighted Average
1 unchanged sentence
Short-term borrowings:
+Added: Unsecured Debt $ — — % $ 122,396 5.78 %
Secured Borrowing Facility — — — —
+Added: Total short-term borrowings $ — — % $ 122,396 5.78 %
Maximum outstanding at any month end $ 199,651
1 unchanged sentence
December 31, 2020
−Removed: Ending Balance Weighted Average
+Added: (Dollars in thousands) Ending Balance Weighted Average
Interest Rate Average Balance Weighted Average
3 unchanged sentences
Maximum outstanding at any month end $ 289,230
−Removed: (1) The interest for the non-use fees is calculated based on the Secured Borrowing Facility’s maximum borrowing limit, which increased to $ 2 billion in 2020.
+Added: (1) The interest for the non-use fees is calculated based on the Secured Borrowing Facility’s maximum borrowing limit, which was $ 2 billion in both 2021 and 2020.
Long-term Borrowings
Unsecured Debt
−Removed: On April 5, 2017, we issued at par an unsecured debt offering of $ 200 million of 5.125 percent Senior Notes due April 5, 2022.
−Removed: At December 31, 2020, the outstanding balance was $ 199 million.
+Added: On November 15, 2021, we redeemed our $ 200 million, 5.125 percent Senior Notes due April 5, 2022.
+Added: The Senior Notes were redeemed at 101.39 percent of their principal amount, plus the accrued and unpaid interest thereon through the redemption date.
+Added: As a result of the redemption, we recognized a $ 3 million loss on the transaction.
On October 29, 2020, we issued at par an unsecured debt offering of $ 500 million of 4.20 percent Senior Notes due October 29, 2025.
At December 31, 2021, the outstanding balance was $ 495 million.
+Added: On November 1, 2021, we issued an unsecured debt offering of $ 500 million, 3.125 percent Senior Notes due November 2, 2026, at a price of 99.43 percent.
+Added: At December 31, 2021, the outstanding balance was $ 491 million.
Secured Financings
2021 Transactions
−Removed: On February 12, 2020, we executed our $ 636 million SMB Private Education Loan Trust 2020-A term ABS transaction, which was accounted for as a secured financing.
+Added: On May 19, 2021, we executed our $ 531 million SMB Private Education Loan Trust 2021-B term ABS transaction, which was accounted for as a secured financing.
We sold $ 531 million of notes to third-parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 529 million of gross proceeds.
1 unchanged sentence
At December 31, 2021, $ 496 million of our Private Education Loans, including $ 467 million of principal and $ 29 million in capitalized interest, were encumbered because of this transaction.
−Removed: On August 12, 2020, we executed our $ 707 million SMB Private Education Loan Trust 2020-B term ABS transaction, which was accounted for as a secured financing.
+Added: On August 18, 2021, we executed our $ 527 million SMB Private Education Loan Trust 2021-D term ABS transaction, which was accounted for as a secured financing.
We sold $ 527 million of notes to third-parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 525 million of gross proceeds.
1 unchanged sentence
At December 31, 2021, $ 515 million of our Private Education Loans, including $ 485 million of principal and $ 30 million in capitalized interest, were encumbered because of this transaction.
−Removed: 2019 Transactions
−Removed: On March 13, 2019, we executed our $ 453 million SMB Private Education Loan Trust 2019-A term ABS transaction, which was accounted for as a secured financing.
+Added: On November 9, 2021, we executed our $ 534 million SMB Private Education Loan Trust 2021-E term ABS transaction, which was accounted for as a secured financing.
We sold $ 534 million of notes to third-parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 532 million of gross proceeds.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: The Class A and Class B notes had a weighted average life of 4.15 years and priced at a weighted average
+Added: F-56 SLM CORPORATION — 2021 Form 10-K
Borrowings (Continued)
−Removed: A and Class B notes had a weighted average life of 4.26 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 0.92 percent.
+Added: LIBOR equivalent cost of 1-month LIBOR plus 0.69 percent.
At December 31, 2021, $ 533 million of our Private Education Loans, including $ 502 million of principal and $ 31 million in capitalized interest, were encumbered because of this transaction.
−Removed: On June 12, 2019, we executed our $ 657 million SMB Private Education Loan Trust 2019-B term ABS transaction, which was accounted for as a secured financing.
+Added: 2020 Transactions
+Added: On February 12, 2020, we executed our $ 636 million SMB Private Education Loan Trust 2020-A term ABS transaction, which was accounted for as a secured financing.
We sold $ 636 million of notes to third-parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 634 million of gross proceeds.
1 unchanged sentence
At December 31, 2021, $ 496 million of our Private Education Loans, including $ 469 million of principal and $ 27 million in capitalized interest, were encumbered because of this transaction.
+Added: On August 12, 2020, we executed our $ 707 million SMB Private Education Loan Trust 2020-B term ABS transaction, which was accounted for as a secured financing.
+Added: We sold $ 707 million of notes to third-parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 705 million of gross proceeds.
+Added: The Class A and Class B notes had a weighted average life of 4.14 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 1.30 percent.
+Added: At December 31, 2021, $ 615 million of our Private Education Loans, including $ 581 million of principal and $ 34 million in capitalized interest, were encumbered because of this transaction.
Pre-2020 Transactions
7 unchanged sentences
December 31, 2020
−Removed: Ending Balance Weighted Average
+Added: (Dollars in thousands) Ending Balance Weighted Average
Interest Rate Average Balance Ending Balance Weighted Average
3 unchanged sentences
Total long-term borrowings $ 5,930,990 2.37 % $ 5,167,682 $ 5,189,217 2.60 % $ 4,748,871
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-57
Borrowings (Continued)
As of December 31, 2021, the stated maturity and maturity to call date of our brokered deposits and borrowings are summarized below.
−Removed: December 31, 2020
−Removed: Stated Maturity (1)
+Added: As of December 31, 2021
+Added: (dollars in thousands) Stated Maturity (1)
Maturity to Call Date
12 unchanged sentences
The projected principal paydowns in year 2022 include $ 718 million related to the securitization trust debt.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-58 SLM CORPORATION — 2021 Form 10-K
Borrowings (Continued)
1 unchanged sentence
The following summarizes our secured financings issued in 2020 and 2021:
−Removed: Issue Date Issued Total Issued Weighted Average Cost of Funds (1)
+Added: Issue Date Issued Total Issued Weighted Average
+Added: Cost of Funds (1)
Weighted Average Life
+Added: (Dollars in thousands)
Private Education Loans:
−Removed: 2019-A March 2019 $ 453,000 1-month LIBOR plus 0.92 %
−Removed: 2019-B June 2019 657,000 1-month LIBOR plus 1.01 %
−Removed: Total notes issued in 2019 $ 1,110,000
−Removed: Total loan and accrued interest amount securitized at inception in 2019 $ 1,208,963
2020-A February 2020 $ 636,000 1-month LIBOR plus 0.88 %
2 unchanged sentences
Total loan and accrued interest amount securitized at inception in 2020 (2)
+Added: 2021-B May 2021 $ 531,000 1-month LIBOR plus 0.77 %
+Added: 2021-D August 2021 527,000 1-month LIBOR plus 0.69 %
+Added: 2021-E November 2021 534,000 1-month LIBOR plus 0.69 %
+Added: Total notes issued in 2021 $ 1,592,000
+Added: Total loan and accrued interest amount securitized at inception in 2021 $ 1,656,263
(1) Represents LIBOR equivalent cost of funds for floating and fixed-rate bonds, excluding issuance costs.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: (2) At December 31, 2021, $ 1.11 billion of our Private Education Loans, including $ 1.05 billion of principal and $ 62 million in capitalized interest, were encumbered related to the 2020 transactions.
+Added: 2021 Form 10-K — SLM CORPORATION F-59
Borrowings (Continued)
2 unchanged sentences
As a result, these financing VIEs are accounted for as secured borrowings.
−Removed: December 31, 2020
+Added: As of December 31, 2021
+Added: (dollars in thousands)
Debt Outstanding Carrying Amount of Assets Securing Debt Outstanding
4 unchanged sentences
Total $ — $ 4,994,852 $ 4,994,852 $ 6,029,034 $ 210,741 $ 358,849 $ 6,598,624
−Removed: December 31, 2019
+Added: As of December 31, 2020
+Added: (dollars in thousands)
Debt Outstanding Carrying Amount of Assets Securing Debt Outstanding
5 unchanged sentences
(1) Other assets primarily represent accrued interest receivable.
+Added: F-60 SLM CORPORATION — 2021 Form 10-K
+Added: Borrowings (Continued)
Unconsolidated VIEs
−Removed: Student Loan Securitizations
−Removed: Our unconsolidated VIEs include variable interests that we hold in certain securitization trusts created by the sale of our Private Education Loans to unaffiliated third parties in the first quarter of 2020.
−Removed: The Company remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales, and is also the administrator of these trusts.
−Removed: Additionally, we own 5 percent of the securities issued by the trusts in order to meet risk retention requirements.
−Removed: We were not required to consolidate these entities because we do not have the power to direct the activities that most significantly impact their economic performance.
−Removed: Our maximum exposure to these entities is limited to the investment on our consolidated balance sheet of $ 86 million as of December 31, 2020.
+Added: Private Education Loan Securitizations
+Added: Unconsolidated VIEs include variable interests that we hold in certain securitization trusts created by the sale of our Private Education Loans to unaffiliated third-parties in the first quarter of 2020 and the first six months of 2021.
+Added: We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales, and we are also the administrator of these trusts.
+Added: Additionally, we own five percent of the securities issued by the trusts in order to meet risk retention requirements.
+Added: We were not required to consolidate these entities because while as servicer we may have a significant impact on economic performance, the risk of absorbing losses that could be significant is low.
+Added: 2021-A Transaction
+Added: On February 9, 2021, we closed an SMB Private Education Loan Trust 2021-A term ABS transaction (the “2021-A Transaction”), in which the unaffiliated third-party sold to the trust approximately $ 2.5 billion of Private Education Loans that the third-party seller previously purchased from us on January 8, 2021.
+Added: In the 2021-A Transaction, we were the sponsor, servicer and administrator, and the seller of an additional $ 130 million of Private Education Loans into the trust.
+Added: The sale of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the 2021-A Transaction and we recorded an $ 18 million gain on sale associated with this transaction.
+Added: In connection with the 2021-A Transaction settlement, we retained a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitization).
+Added: We classified those vertical risk retention interests related to the 2021-A Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
+Added: 2021-C Transaction
+Added: On May 27, 2021, we closed an SMB Private Education Loan Trust 2021-C term ABS transaction (the “2021-C Transaction”), in which the unaffiliated third-party sold to the trust approximately $ 505 million of Private Education Loans that the third-party seller previously purchased from us on January 8, 2021.
+Added: In the 2021-C Transaction, we were the sponsor, servicer and administrator, and the seller of an additional $ 27 million of Private Education Loans into the trust.
+Added: The sale of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the 2021-C Transaction and we recorded an $ 4 million gain on sale associated with this transaction.
+Added: In connection with the 2021-C Transaction settlement, we retained a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitization).
+Added: We classified those vertical risk retention interests related to the 2021-C Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
+Added: The table below provides a summary of our exposure related to our unconsolidated VIEs.
+Added: As of December 31,
+Added: (dollars in thousands) Debt Interests (1)
+Added: Equity Interests (2)
+Added: Total Exposure Debt Interests (1)
+Added: Equity Interests (2)
+Added: Total Exposure
+Added: Private Education Loan term securitizations $ 192,245 $ 37,465 $ 229,710 $ 68,908 $ 16,923 $ 85,831
+Added: (1) Vertical risk retention interest classified as available-for-sale investment.
+Added: (2) Vertical risk retention interest classified as trading investment.
+Added: 2021 Form 10-K — SLM CORPORATION F-61
+Added: Borrowings (Continued)
Other Borrowing Sources
We maintain discretionary uncommitted Federal Funds lines of credit with various correspondent banks, which totaled $ 125 million at December 31, 2021.
−Removed: The interest rate we are charged on these lines of credit is priced at Fed Funds plus a
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Borrowings (Continued)
−Removed: spread at the time of borrowing, and is payable daily.
+Added: The interest rate we are charged 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 the years ended December 31, 2021 and 2020.
33 unchanged sentences
Changes in fair value for derivatives not designated as hedging instruments are presented as realized gains (losses).
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Derivative Financial Instruments (Continued)
Our exposure is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted.
1 unchanged sentence
At December 31, 2021 and 2020, we had a net positive exposure (derivative gain positions to us, less collateral held by us and plus collateral posted with counterparties) related to derivatives of $ 9 million and $ 43 million, respectively.
+Added: F-62 SLM CORPORATION — 2021 Form 10-K
+Added: Derivative Financial Instruments (Continued)
Accounting for Derivative Instruments
1 unchanged sentence
Our derivative instruments are classified and accounted for by us as fair value hedges, cash flow hedges, and trading hedges.
−Removed: We elected to early adopt ASU No.
−Removed: 2017-12 effective July 1, 2018.
−Removed: Under the standard, we are no longer required to separately measure and report hedge ineffectiveness, which was previously recorded in “gains (losses) on derivatives and hedging activities, net” in our consolidated statements of income.
−Removed: In accordance with the standard, certain provisions were required to be applied on a modified retrospective basis, which requires a cumulative effect adjustment to accumulated other comprehensive income with a corresponding adjustment to retained earnings as of the beginning of the fiscal year of adoption, or January 1, 2018 in our case.
Fair Value Hedges
3 unchanged sentences
For fair value hedges, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the same line item in the consolidated statements of income that is used to present the earnings effect of the hedged component of the hedged item.
−Removed: The timing of recognition of the change in fair value of a hedging instrument included in the assessment of hedge effectiveness is the same as prior to the adoption of ASU No.
Cash Flow Hedges
9 unchanged sentences
When derivative instruments do not qualify for hedge accounting treatment, they are accounted for at fair value with all changes in fair value recorded through earnings.
−Removed: All of our derivative instruments entered into with maturities of less than 3 years are economically hedging risk, but do not receive hedge accounting treatment.
+Added: All of our derivative instruments entered into with maturities of less than three years are economically hedging risk, but do not receive hedge accounting treatment.
Trading derivatives also include any hedges that originally received hedge accounting treatment, but lost hedge accounting treatment due to failed effectiveness testing, as well as the activity of certain derivatives prior to those derivatives receiving hedge accounting treatment.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-63
Derivative Financial Instruments (Continued)
3 unchanged sentences
Cash Flow Hedges Fair Value Hedges Trading Total
−Removed: December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31,
−Removed: 2020 2019 2020 2019 2020 2019 2020 2019
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020 2021 2020 2021 2020 2021 2020
Fair Values (1)
2 unchanged sentences
Interest rate swaps Interest rate $ — $ — $ — $ 594 $ 5 $ 135 $ 5 $ 729
+Added: Other Other — — — — 1,317 — 1,317 —
Derivative Liabilities:
5 unchanged sentences
(2) The following table reconciles gross positions with the impact of master netting agreements to the balance sheet classification:
−Removed: Other Assets Other Liabilities
−Removed: December 31, December 31, December 31, December 31,
+Added: As of December 31,
+Added: (dollars in thousands) Other Assets Other Liabilities
2021 2020 2021 2020
8 unchanged sentences
(2) Cash collateral pledged excludes amounts that represent legal settlement of the derivative contracts.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Derivative Financial Instruments (Continued)
−Removed: Cash Flow Fair Value Trading Total
−Removed: December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31,
−Removed: 2020 2019 2020 2019 2020 2019 2020 2019
Notional Values
+Added: Cash Flow Fair Value Trading Total
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020 2021 2020 2021 2020 2021 2020
Interest rate swaps $ 1,438,144 $ 1,018,976 $ 3,915,999 $ 4,845,543 $ 181,953 $ 2,693,364 $ 5,536,096 $ 8,557,883
+Added: Other — — — — 1,053,760 — 1,053,760 —
+Added: Net total notional $ 1,438,144 $ 1,018,976 $ 3,915,999 $ 4,845,543 $ 1,235,713 $ 2,693,364 $ 6,589,856 $ 8,557,883
+Added: F-64 SLM CORPORATION — 2021 Form 10-K
+Added: Derivative Financial Instruments (Continued)
As of December 31, 2021 and 2020, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for fair value hedges:
+Added: As of December 31,
+Added: (dollars in thousands)
Line Item in the Balance Sheet in Which the Hedged Item is Included:
Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
−Removed: December 31, December 31, December 31, December 31,
−Removed: 2020 2019 2020 2019
Deposits $ ( 3,963,268 ) $ ( 4,992,867 ) $ ( 50,784 ) $ ( 154,235 )
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Derivative Financial Instruments (Continued)
Impact of Derivatives on the Consolidated Statements of Income
Years Ended December 31,
−Removed: 2020 2019 2018
+Added: (dollars in thousands) 2021 2020 2019
Fair Value Hedges
12 unchanged sentences
Total $ 41,801 $ 66,164 $ 12,789
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-65
Derivative Financial Instruments (Continued)
1 unchanged sentence
Years Ended December 31,
−Removed: 2020 2019 2018
+Added: (dollars in thousands) 2021 2020 2019
Amount of gain (loss) recognized in other comprehensive income (loss) $ 27,259 $ ( 52,511 ) $ ( 36,115 )
7 unchanged sentences
Collateral pledged is recorded in “Other interest-earning assets” on the consolidated balance sheets.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
Stockholders’ Equity
11 unchanged sentences
At December 31, 2021, 279 million shares were issued and outstanding and 41 million shares were unissued but encumbered for outstanding stock options, restricted stock, restricted stock units, performance stock units, and dividend equivalent units for employee compensation and remaining authority for stock-based compensation plans.
−Removed: Dividend and Share Repurchases
−Removed: In both the years ended December 31, 2020 and 2019, we paid a total common stock dividend of $ 0.12 per common share, respectively.
−Removed: We did no t pay common stock dividends for the year ended December 31, 2018.
+Added: Common Stock Dividends
+Added: In the year ended December 31, 2021, we paid a total common stock dividend of $ 0.20 per common share.
+Added: In both years ended December 31, 2020 and 2019, we paid a total common stock dividend of $ 0.12 per common share, respectively.
Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors.
5 unchanged sentences
The FDIC has the authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.
+Added: F-66 SLM CORPORATION — 2021 Form 10-K
+Added: Stockholders’ Equity (Continued)
+Added: Share Repurchases
The January 23, 2019 share repurchase program (the “2019 Share Repurchase Program”), which was effective upon announcement and expired on January 22, 2021, permitted us to repurchase from time to time shares of our common stock up to an aggregate repurchase price not to exceed $ 200 million.
We have utilized all capacity under our 2019 Share Repurchase Program, having repurchased 17 million shares of common stock for $ 167 million in the year ended December 31, 2019 and 3 million shares of common stock for $ 33 million in the year ended December 31, 2020.
−Removed: On January 22, 2020, we announced a new share repurchase program (the “2020 Share Repurchase Program”), which was effective upon announcement and 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.
+Added: On January 22, 2020, we announced another share repurchase program (the “2020 Share Repurchase Program”), which was effective upon announcement and 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.
Under the authority of the 2020 Share Repurchase Program, on March 10, 2020, we entered into an accelerated share repurchase agreement (“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 45 million shares.
−Removed: The final total actual number of shares of common stock delivered to us pursuant to the forward agreement was based generally upon a discount to 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.
−Removed: The transactions are accounted for as equity transactions and are included in treasury stock when the shares are received,
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Stockholders’ Equity (Continued)
−Removed: at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.
+Added: 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.
+Added: 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 .
−Removed: For additional information, see Notes to Consolidated Financial Statements, Note 25, “Subsequent Events.”
+Added: 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.
+Added: We have now utilized all capacity under the 2020 Share Repurchase Program.
+Added: On January 27, 2021, we announced another share repurchase program (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.
+Added: 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.
+Added: 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.
+Added: Of the total $ 1.5 billion 2021 Share Repurchase Program authorization, we repurchased 81.1 million shares of common stock for $ 1.46 billion in the year ended December 31, 2021.
+Added: (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 a new share repurchase program (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.
−Removed: On February 2, 2021, we announced the commencement of a tender offer (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.
−Removed: 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.
−Removed: The results of the Tender Offer will be reflected in the Company’s financial results for the first fiscal quarter of 2021.
−Removed: For additional information, see Notes to Consolidated Financial Statements, Note 25, “Subsequent Events.”
−Removed: 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.
+Added: 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.
−Removed: For the year ended December 31, 2018, we only repurchased common stock acquired in connection with taxes withheld resulting from award exercises and vesting under our employee stock-based compensation plans.
+Added: Common Stock Tender Offer
+Added: On February 2, 2021, we announced the commencement of a “modified Dutch Auction” tender offer (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.
+Added: Pursuant to the Tender Offer, we repurchased 28.5 million shares at a price of $ 16.50 per share.
+Added: 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.
+Added: We cancelled the 28.5 million shares purchased in connection with the Tender Offer.
+Added: This cancellation decreased the balances of common stock by $ 6 million and of additional paid-in capital by $ 466 million, respectively.
+Added: Share Repurchases under our Rule 10b5-1 Trading Plans
+Added: 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.
+Added: 2021 Form 10-K — SLM CORPORATION F-67
+Added: Stockholders’ Equity (Continued)
The following table summarizes our common share repurchases and issuances associated with these programs.
1 unchanged sentence
(shares and per share amounts in actuals) 2021 2020 2019
−Removed: Common stock repurchased under repurchase program (1)(2)
+Added: Common stock repurchased under repurchase programs (1)(2)(3)
98,748,905 47,736,847 16,962,199
7 unchanged sentences
(1) Common shares purchased under our share repurchase programs.
−Removed: $ 75 million of capacity under the 2020 Share Repurchase Program remained available as of December 31, 2020.
−Removed: (2) For the year ended December 31, 2020, the amount includes 44.9 million shares related to the initial delivery of shares under our accelerated share repurchase agreement, described above.
+Added: There was $ 38 million of capacity remaining under the 2021 Share Repurchase Program at December 31, 2021.
+Added: (2) For the years ended December 31, 2021 and 2020, the amount includes 13 million shares and 45 million shares, respectively, related to the accelerated share repurchase agreement described above.
+Added: (3) For the year ended December 31, 2021, the amount includes 28.5 million shares related to the settlement of our common stock Tender Offer described above.
(4) Average purchase price per share includes purchase commission costs.
1 unchanged sentence
(6) Common shares issued under our various compensation and benefit plans.
−Removed: The closing price of our common stock on December 31, 2020 was $ 12.39 .
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: The closing price of our common stock on the NASDAQ Global Select Market on December 31, 2021 was $ 19.67 .
+Added: F-68 SLM CORPORATION — 2021 Form 10-K
Earnings per Common Share
1 unchanged sentence
A reconciliation of the numerators and denominators of the basic and diluted EPS calculations follows.
−Removed: Years Ended December 31,
−Removed: (In thousands, except per share data) 2020 2019 2018
+Added: Years ended December 31, (amounts in thousands, except per share data) 2021 2020 2019
Net income $ 1,160,513 $ 880,690 $ 578,276
6 unchanged sentences
Weighted average shares used to compute diluted EPS 319,912 387,195 430,674
−Removed: Basic earnings per common share attributable to SLM Corporation $ 2.27 $ 1.31 $ 1.08
−Removed: Diluted earnings per common share attributable to SLM Corporation $ 2.25 $ 1.30 $ 1.07
+Added: Basic earnings per common share $ 3.67 $ 2.27 $ 1.31
+Added: Diluted earnings per common share $ 3.61 $ 2.25 $ 1.30
(1) Includes the potential dilutive effect of additional common shares that are issuable upon exercise of outstanding stock options, restricted stock, restricted stock units, performance stock units, and the outstanding commitment to issue shares under the ESPP, determined by the treasury stock method.
−Removed: (2) For the years ended December 31, 2020, 2019 and 2018, securities covering no shares, no shares and less than one million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: (2) For the years ended December 31, 2021, 2020, and 2019, securities covering 1 million shares, no shares and no shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.
+Added: 2021 Form 10-K — SLM CORPORATION F-69
Stock-Based Compensation Plans and Arrangements
1 unchanged sentence
As of December 31, 2021, we had one active stock-based compensation plan that provides for grants of equity awards to our employees and non-employee directors.
−Removed: We also maintained an Employee Stock Purchase Plan (the “ESPP”).
+Added: The SLM Corporation 2021 Omnibus Incentive Plan was approved by shareholders on June 8, 2021, and at December 31, 2021, 21 million shares were authorized to be issued from this plan.
+Added: We also maintain an Employee Stock Purchase Plan (the “ESPP”).
+Added: The number of shares authorized under the plan at December 31, 2021 was 14 million shares.
Shares issued under these stock-based compensation plans may be either shares reacquired by us or shares that are authorized but unissued.
−Removed: The SLM Corporation 2012 Omnibus Incentive Plan was approved by shareholders on May 24, 2012.
−Removed: An amendment to the plan was approved and other material terms of the plan were re-approved by shareholders on June 22, 2017.
−Removed: At December 31, 2020, 13 million shares, as adjusted to reflect the effects of the Spin-Off, were authorized to be issued from this plan.
−Removed: An amendment to the ESPP was approved by shareholders on May 24, 2012 that authorized the issuance of 6 million shares under the plan and kept the terms of the plan substantially the same.
−Removed: The number of shares authorized under the plan was subsequently adjusted to 15 million shares on June 25, 2014, to reflect the effects of the Spin-Off.
Stock-Based Compensation
3 unchanged sentences
Stock Options
−Removed: Stock options granted prior to 2012 expire 10 years after the grant date.
−Removed: The exercise price must be equal to or greater than the market price of our common stock on the grant date.
−Removed: We have granted time-vested, price-vested and performance-vested options to our employees and non-employee directors.
−Removed: Time-vested options granted to management and non-management employees generally vest over three years .
−Removed: Price-vested options granted to management employees vest upon our common stock reaching a targeted closing price for a set number of days.
−Removed: Performance-vested options granted to management employees vest one-third per year for three years based on corporate earnings-related performance targets.
−Removed: Options granted to non-employee directors vest upon the director’s election to the Board of Directors.
−Removed: There were no options granted in the years ended December 31, 2020, 2019 and 2018.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: There were no stock options granted in the years ended December 31, 2020 and 2019.
+Added: There were 998,891 time-vested options granted in the year ended December 31, 2021.
+Added: The options were granted solely to members of senior management.
+Added: The exercise price of the options is equal to 115 percent of the fair market value of a share of our common stock as of the grant date.
+Added: The options will vest 100 percent on the third anniversary of the respective grant date and expire ten years after the respective grant date.
+Added: The fair value of each stock option grant was estimated on the date of grant using the Monte Carlo simulation-pricing model.
+Added: The expected volatility of our common stock at the date of grant is estimated based on a historic volatility rate and the expected option life is calculated based on historical stock option experience as the best estimate of future exercise patterns.
+Added: The dividend yield assumption is based on historical and anticipated dividend payouts.
+Added: The risk-free interest rate assumption is based on observed interest rates consistent with the expected life of each stock option grant.
+Added: F-70 SLM CORPORATION — 2021 Form 10-K
Stock-Based Compensation Plans and Arrangements (Continued)
The following table summarizes stock option activity for the year ended December 31, 2021.
−Removed: (Dollars in thousands, except per share data) Number of
+Added: (Dollars in thousands, shares and per share amounts in actuals) Number of
Options Weighted
2 unchanged sentences
Outstanding at December 31, 2020 241,675 $ 5.24
+Added: Granted 998,891 17.65
Exercised (2)(3)
2 unchanged sentences
Outstanding at December 31, 2021 (4)
−Removed: 241,675 $ 5.24 0.1 years $ 1,727
−Removed: Exercisable at December 31, 2020 241,675 $ 5.24 0.1 years $ 1,727
+Added: 998,891 $ 17.65 2.0 $ 2,018
+Added: Exercisable at December 31, 2021 — $ — 0 $ —
(1) The aggregate intrinsic value represents the total intrinsic value (the aggregate difference between our closing stock price on December 31, 2021 and the exercise price of in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31, 2021.
3 unchanged sentences
(4) For net-settled options, gross number is reflected.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-71
Stock-Based Compensation Plans and Arrangements (Continued)
10 unchanged sentences
( 143,033 ) 7.69
+Added: Canceled ( 4,918 ) 20.33
Non-vested at December 31, 2021 (2)
2 unchanged sentences
(2) As of December 31, 2021, there was $ 0.4 million of unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 0.4 years.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-72 SLM CORPORATION — 2021 Form 10-K
Stock-Based Compensation Plans and Arrangements (Continued)
21 unchanged sentences
The fair values of the stock purchase rights of the ESPP offerings were calculated using a Black-Scholes option pricing model with the following weighted average assumptions:
−Removed: Years Ended December 31,
−Removed: (Dollars per share) 2020 2019 2018
+Added: Years ended December 31, (per share amounts in actuals) 2021 2020 2019
Risk-free interest rate 0.07 % 0.12 % 1.87 %
4 unchanged sentences
The expected volatility is based on implied volatility from publicly-traded options on our stock at the grant date and historical volatility of our stock consistent with the expected life.
−Removed: The risk-free interest rate is based on the U.S.
−Removed: Treasury bill
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Stock-Based Compensation Plans and Arrangements (Continued)
−Removed: rate at the grant date consistent with the expected life.
−Removed: The dividend yield was zero for the year ended December 31, 2018, as we did not pay dividends on our common stock in 2018.
+Added: The risk-free interest rate is based on the zero-coupon U.S.
+Added: Treasury STRIPS rate at the grant date consistent with the expected life.
The fair values were amortized to compensation cost on a straight-line basis over a one-year vesting period.
As of December 31, 2021, there was less than $ 1 million of unrecognized compensation cost related to the ESPP, which is expected to be recognized by July 2022.
+Added: 2021 Form 10-K — SLM CORPORATION F-73
+Added: Stock-Based Compensation Plans and Arrangements (Continued)
+Added: During the year ended December 31, 2021, plan participants purchased approximately 496,000 shares of our common stock.
No shares were purchased for the years ended December 31, 2020 and 2019, as our stock price on both July 31, 2020 and 2019 was less than the offering price for the ESPP plan.
−Removed: During the year ended December 31, 2018, plan participants purchased 233,232 shares of our common stock.
Fair Value Measurements
4 unchanged sentences
Fair Value Measurements on a Recurring Basis
−Removed: December 31, 2020 December 31, 2019
−Removed: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
+Added: As of December 31,
+Added: (dollars in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Trading investments $ — $ — $ 37,465 $ 37,465 $ — $ — $ 16,923 $ 16,923
4 unchanged sentences
Total $ — $ ( 252 ) $ — $ ( 252 ) $ — $ ( 287 ) $ — $ ( 287 )
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-74 SLM CORPORATION — 2021 Form 10-K
Fair Value Measurements (Continued)
The following table summarizes the fair values of our financial assets and liabilities, including derivative financial instruments.
−Removed: December 31, 2020 December 31, 2019
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020
Value Carrying
6 unchanged sentences
FFELP Loans 705,644 692,954 12,690 748,657 735,208 13,449
−Removed: Personal Loans — — — 1,047,119 983,643 63,476
Credit Cards 25,037 22,955 2,082 12,249 10,967 1,282
21 unchanged sentences
These are level 1 valuations.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-75
Fair Value Measurements (Continued)
13 unchanged sentences
The remaining accrued interest receivable that will not be capitalized into the principal balance of the loan is carried at cost.
−Removed: FFELP Loans, Personal Loans, and Credit Cards
−Removed: For FFELP Loans, Personal Loans and Credit Cards, the fair value was determined by modeling expected 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.
+Added: FFELP Loans and Credit Cards
+Added: For FFELP Loans and Credit Cards, the fair value was determined by modeling expected 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 on equity.
16 unchanged sentences
These are level 1 valuations.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Fair Value Measurements (Continued)
Certificates of Deposit
5 unchanged sentences
This is a level 1 valuation.
+Added: F-76 SLM CORPORATION — 2021 Form 10-K
+Added: Fair Value Measurements (Continued)
Borrowings are accounted for at cost in the consolidated financial statements.
19 unchanged sentences
Pursuant to the terms of the Spin-Off and applicable law, Navient is responsible for all liabilities (whether accrued, contingent, or otherwise and whether known or unknown) arising out of or resulting from the conduct of pre-Spin-Off SLM and its subsidiaries’ businesses prior to the Spin-Off, other than certain specifically identified liabilities relating to the conduct of our consumer banking business for which the Bank is responsible.
−Removed: 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
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Arrangements with Navient Corporation (Continued)
−Removed: defendants in legal proceedings where the allegations at issue are the legal responsibility of Navient.
+Added: 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 the allegations at issue are the legal responsibility of Navient.
Most of these legal proceedings involve matters that arose in whole or in part in the ordinary course of business of pre-Spin-Off SLM.
3 unchanged sentences
For additional information regarding the Separation and Distribution Agreement and the other ancillary agreements, see our Current Report on Form 8-K filed on May 2, 2014.
+Added: 2021 Form 10-K — SLM CORPORATION F-77
+Added: Arrangements with Navient Corporation (Continued)
Separation and Distribution Agreement
13 unchanged sentences
As of December 31, 2021, the remaining balance of the indemnification receivable related to those uncertain tax positions was $ 5 million.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
−Removed: Arrangements with Navient Corporation (Continued)
Long-Term Arrangements
6 unchanged sentences
The agreement also addresses the allocation of tax liabilities that are incurred as a result of the Spin-Off and related transactions.
−Removed: Amended Loan Participation and Purchase Agreement
−Removed: Prior to the Spin-Off, the Bank sold substantially all of its Private Education Loans to several former affiliates, now subsidiaries of Navient (collectively, the “Purchasers”), pursuant to an amended loan participation and purchase agreement.
−Removed: The agreement predates the Spin-Off, but was significantly amended and reduced in scope in connection with the Spin-Off.
−Removed: Post-Spin-Off, the Bank retained only the right to require the Purchasers to purchase loans whose borrowers had a lending relationship with both the Bank and Navient (“Split Loans”) (at fair value) when the Split Loans either (1) were more than 90 days past due;
−Removed: (2) had been restructured;
−Removed: (3) had been granted a hardship forbearance or more than six months of administrative forbearance;
−Removed: or (4) had a borrower or cosigner who had filed for bankruptcy.
−Removed: In the second quarter of 2018, we sold our remaining $ 43 million portfolio of Split Loans (both current and non-current loans) to Navient and recognized a net gain of $ 2 million.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-78 SLM CORPORATION — 2021 Form 10-K
Regulatory Capital
12 unchanged sentences
To qualify as “well capitalized” under the prompt corrective action framework for insured depository institutions, the Bank must maintain a Common Equity Tier 1 risk-based capital ratio of at least 6.5 percent, a Tier 1 risk-based capital ratio of at least 8.0 percent, a Total risk-based capital ratio of at least 10.0 percent, and a Tier 1 leverage ratio of at least 5.0 percent.
−Removed: On August 26, 2020, the FDIC and other federal banking agencies published a final rule that provides those banking organizations that adopt CECL during the 2020 calendar year with the option to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology.
−Removed: We have elected to use this option.
−Removed: The final rule is substantially similar to an interim final rule issued on March 27, 2020.
−Removed: Under this final rule, because we have elected to use the deferral option, the regulatory capital impact of our transition adjustments recorded on January 1, 2020 from the adoption of CECL will be deferred for two years.
−Removed: In addition, from January 1, 2020 through the end of the two-year deferral period, 25 percent of the ongoing impact of CECL on our allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes, will be added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two -year period.
−Removed: At the conclusion of the two -year period (i.e., beginning January 1, 2022), the adjusted transition amounts will be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.
−Removed: Our January 1, 2020 CECL transition amounts increased the allowance for credit losses by $ 1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $ 116 million, and increased our deferred tax asset by $ 306 million, resulting in a cumulative effect adjustment that reduced retained earnings by $ 953 million.
+Added: Under regulations issued by the FDIC and other federal banking agencies, banking organizations that adopt CECL during the 2020 calendar year, including the Bank, may elect to delay for two years , and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology.
+Added: The Bank has elected to use this option.
+Added: Therefore, the regulatory capital impact of the Bank’s transition adjustments recorded on January 1, 2020 from the adoption of CECL, and 25 percent of the ongoing impact of CECL on the Bank’s allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes (collectively, the “adjusted transition amounts”), were deferred for the two-year period ending January 1, 2022.
+Added: From January 1, 2022 to January 1, 2025, the adjusted transition amounts will be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.
+Added: The Bank’s January 1, 2020 CECL transition amounts increased our allowance for credit losses by $ 1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $ 116 million, and increased our deferred tax asset by $ 306 million, resulting in a cumulative effect adjustment that reduced retained earnings by $ 953 million.
This transition adjustment was inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-79
Regulatory Capital (Continued)
The following capital amounts and ratios are based upon the Bank’s average assets and risk-weighted assets, as indicated.
+Added: (Dollars in thousands) Actual U.S.
Minimum Requirements Plus Buffer (1)(2)
10 unchanged sentences
Tier 1 Capital (to Average Assets) $ 3,579,005 11.3 % $ 1,264,424 > 4.0 %
−Removed: ________________
(1) Reflects the U.S.
5 unchanged sentences
Generally, under Utah’s industrial bank laws and regulations 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.
−Removed: The Bank declared $ 579 million and $ 254 million in dividends to the Company for the years ended December 31, 2020 and 2019, respectively, with the proceeds primarily used to fund the 2020 and 2019 Share Repurchase Programs and stock dividends.
−Removed: The Bank paid no dividends on its common stock for the year ended December 31, 2018.
−Removed: In the future, we expect that the Bank will pay dividends to the Company as may be necessary to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under its repurchase programs.
+Added: The Bank declared $ 1.4 billion, $ 579 million, and $ 254 million in dividends to the Company for the years ended December 31, 2021, 2020, and 2019, respectively, with the proceeds primarily used to fund the 2021, 2020, and 2019 Share Repurchase Programs and stock dividends.
+Added: In the future, we expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under its repurchase programs.
+Added: F-80 SLM CORPORATION — 2021 Form 10-K
Defined Contribution Plans
1 unchanged sentence
The Sallie Mae 401(k) Savings Plan covers substantially all employees.
−Removed: After six months of service, we match 100 percent of the first 5 percent of contributions for eligible employees.
+Added: After six months of service, we match 100 percent of the first five percent of contributions for eligible employees.
For the years ended December 31, 2021, 2020, and 2019, we contributed $ 7 million, $ 8 million, and $ 7 million, respectively, to this plan.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
Commitments, Contingencies and Guarantees
20 unchanged sentences
Oral argument on the motion took place on January 9, 2019.
−Removed: The Court took the motion under advisement.
−Removed: To date, four other state attorneys general (California, Washington, Pennsylvania, and New Jersey) have filed suits against Navient and one or more of its current subsidiaries related to matters arising from the Multi-State Investigation.
−Removed: Neither SLM, the Bank, nor any of their current subsidiaries are named in, or otherwise a party to, the California, Washington, Pennsylvania, or New Jersey lawsuits, and no claims are asserted against them.
−Removed: Each complaint asserts in its own fashion that Navient assumed responsibility under the Separation and Distribution Agreement for the alleged conduct in the complaints prior to the Spin-Off.
−Removed: On September 24, 2018, the Washington Attorney General served a third-party subpoena on the Bank calling for the production of certain records.
−Removed: The Bank has responded to the subpoena.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: The Court took the motion under advisement, and a hearing took place on December 7, 2021.
+Added: On December 16, 2021, the Court entered an Order granting the Bank’s Motion to Dismiss the First Amended Complaint, thereby dismissing the Bank from the action with prejudice.
+Added: On January 13, 2022, Navient announced agreements with a total of forty state attorneys general to resolve their previously disclosed multistate litigation and investigation matters, including but not limited to four lawsuits (brought by the attorneys general for the states of California, Washington, Pennsylvania, and New Jersey) arising out of the Multi-State Investigation.
+Added: Neither SLM, the Bank, nor any of their current subsidiaries are named in, or otherwise a party to, the
+Added: 2021 Form 10-K — SLM CORPORATION F-81
Commitments, Contingencies and Guarantees (Continued)
−Removed: Additional lawsuits may arise from the Multi-State Investigation which may or may not name the Company, the Bank or any of their current subsidiaries as parties to these suits.
+Added: California, Washington, Pennsylvania, or New Jersey lawsuits, and no claims are asserted against them.
+Added: The Company and the Bank are not parties to the Navient settlement and are not contributing any of the relief sought in the settlement.
+Added: Further, the consent judgments between Navient and the various states contain releases of claims as to pre-Spin-Off SLM (including the Bank and other consolidated subsidiaries) for conduct occurring on or before the date of the Spin-Off.
Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off, Navient is legally obligated to indemnify the Bank against all claims, actions, damages, losses, or expenses that may arise from the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities related to the conduct of the pre-Spin-Off consumer banking business that were specifically assumed by the Bank (and as to which the Bank is obligated to indemnify Navient).
Navient has acknowledged its indemnification obligations under the Separation and Distribution Agreement, in connection with the Multi-State Investigation and the related lawsuits in which the Bank has been named as a party.
−Removed: Navient has informed the Bank, however, that it believes that the Bank may be responsible to indemnify Navient against certain potential liabilities arising from the above-described lawsuits under the Separation and Distribution Agreement and/or a separate loan servicing agreement between the parties, and has suggested that the parties defer further discussion regarding indemnification obligations, and reimbursement of ongoing legal costs, in connection with the lawsuits until the lawsuits are resolved.
+Added: Navient has informed the Bank, however, that it believes that the Bank may be responsible to indemnify Navient against certain potential liabilities arising from the above-described lawsuits under the Separation and Distribution Agreement and/or a separate loan servicing agreement between the parties, and has suggested that the parties defer further discussion regarding indemnification obligations, and reimbursement of ongoing legal costs, in connection with the lawsuits.
The Bank disagrees with Navient’s position and the Bank has reiterated to Navient that Navient is responsible for promptly indemnifying the Bank against all liabilities arising out of the conduct of pre-Spin-Off SLM that are at issue in the Multi-State Investigation and in the above-described lawsuits.
9 unchanged sentences
Based on current knowledge, management does not believe there are loss contingencies, if any, arising from pending investigations, litigation, or regulatory matters for which reserves should be established.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-82 SLM CORPORATION — 2021 Form 10-K
Reconciliations of the statutory U.S.
1 unchanged sentence
Years ended December 31, 2021 2020 2019
−Removed: 2020 2019 2018
Statutory rate 21.0 % 21.0 % 21.0 %
7 unchanged sentences
The effective tax rate varies from the statutory U.S.
−Removed: federal rate of 21 percent primarily due to business tax credits and the impact of state taxes, net of federal benefit, for the year ended December 31, 2020 and 2019, respectively;
−Removed: and the reduction in uncertain tax positions related to statute of limitation expirations and the impact of state taxes, net of federal benefit, for the year ended December 31, 2018.
+Added: federal rate of 21 percent primarily due to the impact of state taxes, net of federal benefit, for the year ended December 31, 2021;
+Added: and due to business tax credits and the impact of state taxes, net of federal benefit, for the year ended December 31, 2020 and 2019, respectively.
Income tax expense consists of:
−Removed: 2020 2019 2018
−Removed: Current provision:
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020 2019
+Added: Current provision (benefit):
Federal $ 259,536 $ 172,153 $ 150,800
State 64,843 28,387 24,378
−Removed: Total current provision 200,540 175,178 135,154
−Removed: Deferred benefit:
+Added: Total current provision (benefit) 324,379 200,540 175,178
+Added: Deferred provision (benefit):
Federal 47,240 58,003 ( 8,240 )
State 8,132 14,773 ( 1,474 )
−Removed: Total deferred benefit 72,776 ( 9,714 ) ( 63,301 )
+Added: Total deferred provision (benefit) 55,372 72,776 ( 9,714 )
Provision for income tax expense $ 379,751 $ 273,316 $ 165,464
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-83
Income Taxes (Continued)
The tax effect of temporary differences that give rise to deferred tax assets and liabilities is summarized below.
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020
Deferred tax assets:
6 unchanged sentences
Unrecorded tax benefits 11,016 6,997
−Removed: Market value adjustments on student loans, investments and derivatives — —
Other 1,097 1,003
12 unchanged sentences
The Company has recorded a valuation allowance against these net operating losses of $ 285 million and $ 277 million, respectively.
−Removed: Also included in operating loss carryovers is a capital loss of $ 16 million and $ 0 as of December 31, 2020 and 2019, respectively.
+Added: Also included in operating loss carryovers is a capital loss of $ 16 million and $ 16 million as of December 31, 2021 and 2020, respectively.
The Company has recorded a full valuation allowance against this capital loss.
3 unchanged sentences
Management believes that it is more likely than not that the results of future operations will generate sufficient taxable income to realize our deferred tax assets (other than state net operating loss and capital loss carryovers as outlined above).
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: As of December 31, 2021, the state net operating loss carryforwards will begin to expire in 2029 and the capital losses in 2025.
+Added: F-84 SLM CORPORATION — 2021 Form 10-K
Income Taxes (Continued)
−Removed: As of December 31, 2020, the state net operating loss carryforwards will begin to expire in 2029 and the capital loss will expire in 2025.
Accounting for Uncertainty in Income Taxes
The following table summarizes changes in unrecognized tax benefits:
−Removed: 2020 2019 2018
+Added: As of December 31,
+Added: (dollars in thousands) 2021 2020 2019
Unrecognized tax benefits at beginning of year $ 63,134 $ 53,509 $ 52,159
3 unchanged sentences
Decreases related to settlements with taxing authorities ( 3,682 ) ( 148 ) ( 8,670 )
+Added: Increases related to settlements with taxing authorities 96 — —
Reductions related to the lapse of statute of limitations ( 4,978 ) ( 9,948 ) ( 6,034 )
10 unchanged sentences
federal income tax returns filed for years 2014 and prior are no longer subject to examination.
−Removed: Various combinations of subsidiaries, tax years, and jurisdictions remain open for review, subject to statute of limitations periods (typically 3 to 4 prior years).
−Removed: The Company’s federal income tax return for the year ended December 31, 2015 is currently under audit by the Internal Revenue Service.
+Added: Various combinations of subsidiaries, tax years, and jurisdictions remain open for review, subject to statute of limitations periods (typically three to four prior years).
+Added: The Company’s federal income tax returns for the years ended December 31, 2015, December 31, 2016, and December 31, 2017 are currently under audit by the Internal Revenue Service.
We do not expect the resolution of open audits to have a material impact on our unrecognized tax benefits.
−Removed: It is reasonably possible that the uncertain tax position reserve may decrease by as much as $ 3 million during the next 12 months due to the expiration of statutes of limitations primarily related to indemnified tax liabilities.
+Added: It is reasonably possible that the uncertain tax position reserve may decrease by as much as $ 6 million during the next 12 months due to the expiration of statutes of limitations, some of which related to indemnified tax liabilities.
The reduction in the uncertain tax position reserve would be reflected as a tax benefit.
1 unchanged sentence
A portion of the tax benefit will be offset by an expense related to the write-down of the indemnification receivable.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-85
Concentrations of Risk
11 unchanged sentences
This concentration also creates risks in our business, particularly in light of our concentration as a Private Education Loan lender.
−Removed: If population demographics result in a decrease in college-age individuals, if demand for higher education decreases, if the cost of attendance of higher education decreases, if public resistance to higher education costs strengthens, or if the demand for higher education loans decreases, our consumer lending business could be negatively affected.
+Added: If population demographics result in a decrease in college-age individuals, if demand for higher education decreases, if the cost of attendance of higher education decreases, if consumers increase their targeted savings for higher education, if public resistance to higher education costs strengthens, if certain proposals for new federal and state spending on education gain broader appeal or momentum, or if the demand for higher education loans decreases, our consumer lending business could be negatively affected.
In addition, the federal government, through the Federal Direct Student Loan Program (the “DSLP”), poses significant competition to our private credit loan products.
If loan limits under the DSLP increase, DSLP loans could be more widely available to students and their families and DSLP loans could increase, resulting in further decreases in the size of the Private Education Loan market and demand for our Private Education Loan products.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: Also, competition from banks and other consumer lenders, many of whom may have a greater level of diversification in their mix of assets or may have lower return hurdles, could lead to decreases in demand for our Private Education Loan products.
+Added: F-86 SLM CORPORATION — 2021 Form 10-K
Parent Only Statements
2 unchanged sentences
Parent Only Condensed Balance Sheets
+Added: At December 31, (dollars in thousands) 2021 2020
Cash and cash equivalents $ 570,726 $ 539,074
27 unchanged sentences
Total liabilities and equity $ 3,215,581 $ 3,298,242
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-87
Parent Only Statements (Continued)
Parent Only Condensed Statements of Income
−Removed: Years Ended December 31,
−Removed: 2020 2019 2018
+Added: Years ended December 31, (dollars in thousands) 2021 2020 2019
Interest income $ 392 $ 452 $ 2,663
4 unchanged sentences
Loss before income tax benefit and equity in net income from subsidiaries ( 102,246 ) ( 69,569 ) ( 58,676 )
−Removed: Income tax benefit ( 11,235 ) ( 25,260 ) ( 96,170 )
+Added: Income tax expense (benefit) 8,477 ( 11,235 ) ( 25,260 )
Equity in net income from subsidiaries (primarily Sallie Mae Bank) 1,271,236 939,024 611,692
2 unchanged sentences
Net income attributable to SLM Corporation common stock $ 1,155,777 $ 870,956 $ 561,439
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-88 SLM CORPORATION — 2021 Form 10-K
Parent Only Statements (Continued)
−Removed: Parent Only Condensed Statements of Cash Flows
−Removed: Years Ended December 31,
−Removed: 2020 2019 2018
+Added: Parent Only Condensed Statement of Cash Flows
+Added: Years ended December 31, (dollars in thousands) 2021 2020 2019
Cash flows from operating activities:
5 unchanged sentences
Amortization of unsecured debt upfront fees 2,663 1,029 811
+Added: Loss on early extinguishment of unsecured debt 2,784 — $ —
Gain on sale of Upromise subsidiary, net — ( 11,331 ) —
Decrease in investment in subsidiaries, net 34,935 53,698 2,611
−Removed: Decrease in tax indemnification receivable — — 35,989
(Increase) decrease in due from subsidiaries, net ( 58,310 ) ( 4,813 ) 6,254
Increase in other assets ( 16,964 ) ( 10,504 ) ( 12,999 )
−Removed: Decrease in income taxes payable, net ( 13,292 ) ( 25,814 ) ( 123,083 )
+Added: Increase (decrease) in income taxes payable, net 36,657 ( 13,292 ) ( 25,814 )
Decrease in payable due to entity that is a subsidiary of Navient ( 8,430 ) ( 533 ) ( 416 )
1 unchanged sentence
Total adjustments 179,209 ( 323,430 ) ( 381,392 )
−Removed: Net cash provided by (used in) operating activities 557,260 196,884 ( 52,839 )
+Added: Net cash provided by operating activities 1,339,722 557,260 196,884
Cash flows from investing activities:
2 unchanged sentences
Cash flows from financing activities:
−Removed: Unsecured debt issued 495,000 — —
Issuance costs for unsecured debt offering ( 1,540 ) ( 1,309 ) —
+Added: Unsecured debt issued 492,135 495,000 —
+Added: Unsecured debt repaid ( 202,784 ) — —
Repurchase of Series B Preferred Stock — ( 68,055 ) —
6 unchanged sentences
Cash and cash equivalents at end of year $ 570,726 $ 539,074 $ 153,508
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-89
Selected Quarterly Financial Information (unaudited)
−Removed: First Second Third Fourth
−Removed: (Dollars in thousands, except per share data) Quarter Quarter Quarter Quarter
+Added: (Dollars in thousands, except per share data) First Second Third Fourth
+Added: Quarter Quarter Quarter Quarter
Net interest income $ 331,114 $ 338,784 $ 357,518 $ 367,350
provisions for credit losses ( 225,767 ) 69,677 138,442 ( 15,309 )
−Removed: Net interest income (loss) after provisions for credit losses 338,858 ( 3,112 ) 368,207 682,909
+Added: Net interest income after provisions for credit losses 556,881 269,107 219,076 382,659
Gains (losses) on sales of loans, net 399,111 3,679 ( 10 ) 145,535
3 unchanged sentences
Total restructuring expenses 1,077 70 108 —
−Removed: Income tax expense (benefit) 121,481 ( 30,664 ) 55,189 127,310
−Removed: Net income (loss) 362,173 ( 85,211 ) 171,028 432,700
+Added: Income tax expense 203,525 53,174 19,392 103,660
+Added: Net income 641,207 140,201 72,840 306,265
Preferred stock dividends 1,201 1,192 1,166 1,177
−Removed: Net income (loss) attributable to SLM Corporation common stock $ 358,709 $ ( 87,689 ) $ 168,970 $ 430,966
−Removed: Basic earnings (loss) per common share attributable to SLM Corporation (1)
+Added: Net income attributable to SLM Corporation common stock $ 640,006 $ 139,009 $ 71,674 $ 305,088
+Added: Basic earnings per common share (1)
$ 1.77 $ 0.45 $ 0.24 $ 1.06
−Removed: Diluted earnings (loss) per common share attributable to SLM Corporation (1)
+Added: Diluted earnings per common share (1)
$ 1.75 $ 0.44 $ 0.24 $ 1.04
−Removed: Declared dividends per common share attributable to SLM Corporation $ 0.03 $ 0.06 $ — $ 0.03
+Added: Declared dividends per common share $ 0.03 $ 0.03 $ 0.03 $ 0.11
(1) Basic and diluted earnings per common share attributable to SLM Corporation are computed independently for each of the quarters presented.
Therefore, the sum of quarterly basic and diluted earnings per common share information may not equal annual basic and diluted earnings per common share.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: F-90 SLM CORPORATION — 2021 Form 10-K
Selected Quarterly Financial Information (unaudited) (Continued)
3 unchanged sentences
provisions for credit losses 61,258 351,887 ( 3,640 ) ( 316,372 )
−Removed: Net interest income after provisions for credit losses 338,491 303,493 305,539 321,543
+Added: Net interest income (loss) after provisions for credit losses 338,858 ( 3,112 ) 368,207 682,909
+Added: Gains (losses) on sales of loans, net 238,935 ( 369 ) ( 4 ) ( 247 )
Gains (losses) on derivative and hedging activities, net 45,672 3,751 ( 15 ) 136
−Removed: Other income (loss) 13,378 2,655 15,280 ( 211 )
−Removed: Total non-interest expenses 140,147 138,806 153,621 141,679
−Removed: Income tax expense 56,296 33,801 40,701 34,666
−Removed: Net income 158,189 150,277 128,458 141,352
+Added: Other income 7,487 25,412 9,646 1,043
+Added: Total operating expenses 147,298 141,557 127,490 121,743
+Added: Total restructuring expenses — — 24,127 2,088
+Added: Income tax expense (benefit) 121,481 ( 30,664 ) 55,189 127,310
+Added: Net income (loss) 362,173 ( 85,211 ) 171,028 432,700
Preferred stock dividends 3,464 2,478 2,058 1,734
−Removed: Net income attributable to SLM Corporation common stock $ 153,721 $ 145,946 $ 124,305 $ 137,467
−Removed: Basic earnings per common share attributable to SLM Corporation (1)
+Added: Net income (loss) attributable to SLM Corporation common stock $ 358,709 $ ( 87,689 ) $ 168,970 $ 430,966
+Added: Basic earnings (loss) per common share (1)
$ 0.88 $ ( 0.23 ) $ 0.45 $ 1.15
−Removed: Diluted earnings per common share attributable to SLM Corporation (1)
+Added: Diluted earnings (loss) per common share (1)
$ 0.87 $ ( 0.23 ) $ 0.45 $ 1.13
−Removed: Declared dividends per common share attributable to SLM Corporation $ 0.03 $ 0.06 $ — $ 0.03
+Added: Declared dividends per common share $ 0.03 $ 0.06 $ — $ 0.03
(1) Basic and diluted earnings per common share attributable to SLM Corporation are computed independently for each of the quarters presented.
Therefore, the sum of quarterly basic and diluted earnings per common share information may not equal annual basic and diluted earnings per common share.
−Removed: SLM CORPORATION
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollars in thousands, unless otherwise noted)
+Added: 2021 Form 10-K — SLM CORPORATION F-91
Subsequent Events
−Removed: 2021 Loan Sales and 2021-A Securitization
−Removed: On January 8, 2021, we sold $ 3 billion of our Private Education Loans, including $ 2.8 billion in principal, $ 185 million in capitalized interest and $ 15 million in accrued interest to an unaffiliated third party.
−Removed: The transaction qualified for sale treatment and removed the balance of the loans from our balance sheet on the settlement date.
−Removed: We will continue to service these loans.
−Removed: On February 9, 2021, we closed an SMB Private Education Loan Trust 2021-A term ABS transaction (the “2021-A Transaction”), in which the unaffiliated third-party sold to the trust approximately $ 2.5 billion of Private Education Loans that the third-party seller previously purchased from us, as described above.
−Removed: In the 2021-A Transaction, we were the sponsor, servicer and administrator, and the seller of an additional approximately $ 130 million of Private Education Loans.
−Removed: The sale of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the 2021-A Transaction.
−Removed: In connection with the 2021-A Transaction, we retained a 5 percent vertical risk retention interest (i.e., 5 percent of each class issued in the securitization).
−Removed: We classified those vertical risk retention interests related to the 2021-A Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
−Removed: Final Settlement of ASR
−Removed: On January 26, 2021, we completed our ASR with a third-party financial institution and we received an additional 13 million shares.
−Removed: In total, we repurchased 58 million shares under the ASR at an average price per share of $ 9.01 .
−Removed: For additional information regarding this ASR, see Notes to Consolidated Financial Statements, Note 13, “Stockholders’ Equity.”
−Removed: Commencement of Common Stock Cash Tender Offer
−Removed: On February 2, 2021, we announced the commencement of a tender offer (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.
−Removed: 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.
−Removed: The results of the Tender Offer will be reflected in the Company’s financial results for the first fiscal quarter of 2021.
−Removed: Amended and Increased Secured Borrowing Facility
−Removed: On February 17, 2021, we amended and extended the maturity of the Secured Borrowing Facility, discussed in Note 11, “Borrowings.” The amended Secured Borrowing Facility is a $ 2 billion Secured Borrowing Facility, under which the full $ 2 billion is available for us to draw.
−Removed: Under the amended Secured Borrowing Facility, we incur financing costs on unused borrowing capacity and on outstanding advances.
−Removed: The amended Secured Borrowing Facility extended the revolving period, during which we may borrow, repay and reborrow funds, until February 16, 2022.
−Removed: The scheduled amortization period, during which amounts outstanding under the Secured Borrowing Facility must be repaid, ends on February 16, 2023 (or earlier, if certain material adverse events occur).
+Added: On January 26, 2022, we signed a definitive agreement with Epic Research LLC to purchase the assets primarily used or held for use of Epic Research Education Services, LLC, which does business as Nitro College (“Nitro”).
+Added: Nitro provides resources that help students and families evaluate how to responsibly pay for college and manage their financial responsibilities after graduation.
+Added: Nitro takes pride in equipping college students and their parents with the necessary tools to navigate college financing, manage their debt, and obtain scholarship opportunities.
+Added: In addition to providing a scholarship finder, Nitro provides FAFSA application support, information on grants, and calculators to help college students determine the potential return on investment from a college degree.
+Added: The addition of Nitro will support the our mission of providing students with the confidence needed to successfully navigate the higher education journey.
+Added: Strategically, we expect the acquisition of the Nitro assets, including its employees and intellectual property, when complete, to immediately expand our digital marketing capabilities, reduce the cost to acquire customer accounts, and accelerate our progress to become a broader education solutions provider for students before, during, and immediately after college.
+Added: We have had a partnership with Nitro since 2017, and it has been a source of Private Education Loan leads during this period.
+Added: The transaction is subject to customary approvals and closing conditions and is expected to close in the first quarter of 2022.
+Added: Terms of the purchase are not being disclosed, but the purchase price is not material to the Company.
+Added: F-92 SLM CORPORATION — 2021 Form 10-K
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.