Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Our common stock is listed and has traded on the NASDAQ Global Select Market (“Nasdaq”) under the symbol SLM since December 12, 2011. As of January 31, 2022, there were 279,392,949 shares of our common stock outstanding and 256 holders of record.
We paid quarterly cash dividends on our common stock of $0.03 per share for the first, second, and third quarters of 2021, respectively, and $0.11 per share for the fourth quarter of 2021. We paid quarterly cash dividends on our common stock of $0.03 per share for each quarter of 2020 and 2019. Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors. We may change our common stock dividend policy at any time.
Issuer Purchases of Equity Securities
The following table provides information relating to our purchase of shares of our common stock in the three months ended December 31, 2021.
(In thousands,
except per share data) Total Number
of Shares
Purchased (1)
Average Price
Paid per
Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)(3)
Approximate Dollar
Value
of Shares That
May Yet Be
Purchased Under
Publicly Announced
Plans or
Programs (2)
Period:
October 1 - October 31, 2021 1,235 $ 18.19 1,235 $279,000
November 1 - November 30, 2021 6,360 $ 18.44 6,360 $162,000
December 1 - December 31, 2021 6,627 $ 18.66 6,626 $38,000
Total fourth-quarter 2021 14,222 $ 18.52 14,221
(1) The total number of shares purchased includes: (i) shares purchased under the stock repurchase programs discussed herein, and (ii) shares of our common stock tendered to us to satisfy the exercise price in connection with cashless exercises of stock options, and tax withholding obligations in connection with exercises of stock options and vesting of restricted stock, restricted stock units, and performance stock units.
(2) In the first quarter of 2021, we utilized all capacity then remaining under the 2020 Share Repurchase Program. On January 27, 2021, our Board of Directors authorized us to repurchase shares of our common stock up to an aggregate repurchase price not to exceed $1.25 billion under the 2021 Share Repurchase Program. In October 2021, our Board of Directors approved a $250 million increase in the amount of common stock that may be repurchased under our 2021 Share Repurchase Program, which expires on January 26, 2023.
(3) In the fourth quarter of 2021, we repurchased 14.2 million common shares under our 10b5-1 trading plans. See Note 13, “Stockholders’ Equity” to our consolidated financial statements in this Form 10-K for further discussion.
The closing price of our common stock on Nasdaq on December 31, 2021 was $19.67.
The 2019 Share Repurchase Program expired on January 22, 2021 and 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 utilized all capacity under the 2019 Share Repurchase Program, having repurchased 17 million and 3 million shares of common stock for $167 million and $33 million in the years ended December 31, 2019 and 2020, respectively.
The 2020 Share Repurchase Program expired on January 21, 2022 and permitted us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $600 million.
44 SLM CORPORATION — 2021 Form 10-K
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Under the authority of the 2020 Share Repurchase Program, on March 10, 2020, we entered into an ASR with a third-party financial institution under which we paid $525 million for an upfront delivery of our common stock and a forward agreement. On March 11, 2020, the third-party financial institution delivered to us approximately 44.9 million shares. The final total actual number of shares of common stock delivered to us pursuant to the forward agreement was based generally upon a volume-weighted average price at which the shares of our common stock traded during the regular trading sessions on the NASDAQ Global Select Market during the term of the ASR. The transactions were accounted for as equity transactions and were included in treasury stock when the shares were received, at which time there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share. On January 26, 2021, we completed the ASR and upon final settlement on January 28, 2021, we received an additional 13 million shares. In total, we repurchased 58 million shares under the ASR at an average price per share of $9.01. Under the 2020 Share Repurchase Program, we also repurchased an additional 4 million shares of common stock for $75 million in the three months ended March 31, 2021. We have now utilized all capacity under the 2020 Share Repurchase Program. For additional information, see Notes to Consolidated Financial Statements, Note 13, “Stockholders’ Equity.”
On January 27, 2021, we announced the 2021 Share Repurchase Program, which was effective upon announcement and expires on January 26, 2023, and originally permitted us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $1.25 billion.
On October 20 2021, we announced a $250 million increase in the amount of common stock that may be repurchased under our 2021 Share Repurchase Program, which expires on January 26, 2023. This is in addition to the original $1.25 billion of authorization announced on January 27, 2021, for a total 2021 Share Repurchase Program authorization of $1.5 billion. Of the total $1.5 billion 2021 Share Repurchase Program authorization, we repurchased 81.1 million shares of common stock at an average price per share of $18.07, for $1.46 billion in the year ended December 31, 2021. (Those amounts include the shares repurchased under the Tender Offer described below.) There was $38 million of capacity remaining under the 2021 Share Repurchase Program at December 31, 2021.
On January 26, 2022, we announced the 2022 Share Repurchase Program, which was effective upon announcement and expires on January 25, 2024, and permits us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $1.25 billion.
So long as there is unexpired capacity under a given repurchase program, repurchases under the programs may occur from time to time and through a variety of methods, including tender offers, open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, or other similar transactions. The timing and volume of any repurchases under the 2021 Share Repurchase Program and the 2022 Share Repurchase Program will be subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the programs or at all.
Common Stock Tender Offer
On February 2, 2021, under the auspices of the 2021 Share Repurchase Program, we announced the commencement of the Tender Offer to purchase up to $1 billion in aggregate purchase price of our outstanding shares of common stock, par value $0.20 per share. Pursuant to the Tender Offer, we repurchased 28.5 million shares at a price of $16.50 per share. The purchase of shares settled on March 16, 2021, for an aggregate cost of approximately $472 million, including fees and expenses related to the Tender Offer. We cancelled the 28.5 million shares purchased in connection with the Tender Offer. This cancellation decreased the balances of common stock by $6 million and of additional paid-in capital by $466 million, respectively.
Share Repurchases under our Rule 10b5-1 Trading Plans
During the year ended December 31, 2021, we repurchased 57 million shares of our common stock at a total cost of $1.1 billion under Rule 10b5-1 trading plans authorized under our share repurchase programs.
In addition to any repurchases that we may make under the share repurchase programs, we expect to repurchase common stock acquired as a result of taxes withheld in connection with award exercises and vesting under our employee stock-based compensation plans.
2021 Form 10-K — SLM CORPORATION 45
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Stock Performance
The following graph compares the five-year cumulative total returns of SLM Corporation, the S&P Supercomposite Consumer Finance Sub-Industry Index, and the S&P 400 Regional Bank Sub-Industry Index.
This graph assumes $100 was invested in the stock or the relevant index on December 31, 2016, and also assumes the reinvestment of dividends through December 31, 2021.
Five-Year Cumulative Total Stockholder Return
Company/Index 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21
SLM Corporation $100.0 $102.5 $75.4 $81.9 $115.4 $185.2
S&P Supercomposite Consumer Finance Sub-Industry Index 100.0 120.1 100.7 136.0 137.1 187.2
S&P 400 Regional Bank Sub-Industry Index 100.0 105.2 82.7 103.0 94.2 133.4
Source: Bloomberg Total Return Analysis
46 SLM CORPORATION — 2021 Form 10-K
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Item 6. Selected Financial Data.
The following table sets forth our selected financial and other operating information. The selected financial data in the table is derived from our consolidated financial statements. The data should be read in conjunction with the consolidated financial statements, related notes, and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Years Ended December 31,
(dollars in millions, except per share amounts) 2021 2020 2019 2018 2017
Operating Data:
Net interest income $ 1,395 $ 1,480 $ 1,623 $ 1,413 $ 1,129
Non-interest income (loss) 632 331 49 (52) (3)
Total revenue 2,027 1,811 1,672 1,361 1,126
Net income $ 1,161 $ 881 $ 578 $ 487 $ 289
Basic earnings per common share $ 3.67 $ 2.27 $ 1.31 $ 1.08 $ 0.63
Diluted earnings per common share $ 3.61 $ 2.25 $ 1.30 $ 1.07 $ 0.62
Dividends per common share (1)
$ 0.20 $ 0.12 $ 0.12 $ — $ —
Return on common stockholders’ equity 54 % 45 % 21 % 20 % 14 %
Net interest margin 4.81 4.81 5.76 6.10 5.93
Return on assets 3.92 2.84 1.96 2.01 1.43
Dividend payout ratio 6 5 9 — —
Average equity/average assets 8.09 7.23 10.56 11.22 11.92
Balance Sheet Data:
Total education loans held for investment portfolio, net $ 20,318 $ 19,172 $ 23,680 $ 21,143 $ 18,174
Total Personal Loans held for investment, net — — 984 1,128 394
Total Credit Cards held for investment, net 23 11 4 — —
Total assets 29,222 30,770 32,686 26,638 21,780
Total deposits 20,828 22,666 24,284 18,943 15,505
Total borrowings 5,931 5,189 4,643 4,284 3,275
Total SLM Corporation stockholders’ equity 2,150 2,563 3,312 2,973 2,474
Book value per common share 6.81 6.16 6.91 5.90 4.80
(1) Common stock dividend declarations are subject to determination by, and the discretion of, our Board of Directors. We may change our common stock dividend policy at any time. We did not pay common stock dividends in fiscal years 2018 and 2017.
2021 Form 10-K — SLM CORPORATION 47
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.