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, 2023, there were 241,188,972 shares of our common stock outstanding and 250 holders of record.
We paid quarterly cash dividends on our common stock of $0.11 per share for each quarter of 2022. 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. 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, 2022.
(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, 2022 4,519 $ 15.66 4,519 $665,000
November 1 - November 30, 2022 2,488 $ 16.90 2,488 $623,000
December 1 - December 31, 2022 2,529 $ 16.65 2,525 $581,000
Total fourth-quarter 2022 9,536 $ 16.25 9,532
(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 2022, we utilized all capacity then remaining under the 2021 Share Repurchase Program. As of December 31, 2022, we had $581 million of capacity remaining under the 2022 Share Repurchase Program.
(3) In the fourth quarter of 2022, we repurchased 9.5 million common shares under our 10b5-1 trading plans. See Note 14, “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 30, 2022 was $16.60.
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.
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
2022 Form 10-K — SLM CORPORATION 47
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 utilized all capacity under the 2020 Share Repurchase Program. For additional information, see Notes to Consolidated Financial Statements, Note 14, “Stockholders’ Equity.”
In October 2020, we initiated a cash tender offer to purchase up to 2,000,000 shares of our Series B Preferred Stock. On November 30, 2020, we accepted for purchase 1,489,304 shares of the Series B Preferred Stock at a purchase price of $45 per share plus an amount equal to accrued and unpaid dividends, for an aggregate purchase price of approximately $68 million.
On January 27, 2021, we announced the 2021 Share Repurchase Program, which was effective upon announcement and expired 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 expired on January 26, 2023. This was 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.) We also repurchased 2.0 million shares of common stock under the 2021 Share Repurchase Program for $38 million in the three months ended March 31, 2022. We have utilized all capacity under the 2021 Share Repurchase Program.
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. Under the 2022 Share Repurchase Program, we repurchased 38.2 million shares of common stock at an average price per share of $17.52, for $669 million in the year ended December 31, 2022. There was $581 million of capacity remaining under the 2022 Share Repurchase Program at December 31, 2022.
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 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 program 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 years ended December 31, 2022 and 2021, we repurchased 40 million and 57 million shares, respectively, of our common stock at a total cost of $708 million and $1.1 billion, respectively, 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.
48 SLM CORPORATION — 2022 Form 10-K
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, 2017, and also assumes the reinvestment of dividends through December 31, 2022.
Five-Year Cumulative Total Stockholder Return
Company/Index 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22
SLM Corporation $100.0 $73.5 $79.9 $112.5 $180.6 $156.3
S&P Supercomposite Consumer Finance Sub-Industry Index 100.0 83.9 113.2 114.1 155.8 125.5
S&P 400 Regional Bank Sub-Industry Index 100.0 78.6 97.9 89.5 126.8 121.5
Source: Bloomberg Total Return Analysis
2022 Form 10-K — SLM CORPORATION 49
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) 2022 2021 2020 2019 2018
Operating Data:
Net interest income $ 1,489 $ 1,395 $ 1,480 $ 1,623 $ 1,413
Non-interest income (loss) 335 632 331 49 (52)
Total revenue 1,824 2,027 1,811 1,672 1,361
Net income $ 469 $ 1,161 $ 881 $ 578 $ 487
Basic earnings per common share $ 1.78 $ 3.67 $ 2.27 $ 1.31 $ 1.08
Diluted earnings per common share $ 1.76 $ 3.61 $ 2.25 $ 1.30 $ 1.07
Dividends per common share (1)
$ 0.44 $ 0.20 $ 0.12 $ 0.12 $ —
Return on common stockholders’ equity 25 % 54 % 45 % 21 % 20 %
Net interest margin 5.31 4.81 4.81 5.76 6.10
Return on assets 1.64 3.92 2.84 1.96 2.01
Dividend payout ratio 25 6 5 9 —
Average equity/average assets 7.19 8.09 7.23 10.56 11.22
Balance Sheet Data:
Total education loans held for investment portfolio, net $ 19,627 $ 20,318 $ 19,172 $ 23,680 $ 21,143
Total assets 28,811 29,222 30,770 32,686 26,638
Total deposits 21,448 20,828 22,666 24,284 18,943
Total borrowings 5,235 5,931 5,189 4,643 4,284
Total SLM Corporation stockholders’ equity 1,727 2,150 2,563 3,312 2,973
Book value per common share 6.13 6.81 6.16 6.91 5.90
(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 year 2018.
50 SLM CORPORATION — 2022 Form 10-K
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.