5 unchanged sentences
Such concentrations and the competitive environment for those products subject us to risks that could adversely affect our financial position.
−Removed: • Consumer access to alternative means of financing the costs of education and other factors may reduce demand for, or adversely affect our ability to retain, Private Education Loans, which could have a material adverse effect us.
+Added: • Consumer access to alternative means of financing the costs of education and other factors may reduce demand for, or adversely affect our ability to retain, Private Education Loans, which could have a material adverse effect on us.
• Consolidation or refinancing of existing Private Education Loans could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.
−Removed: • Defaults on our loans, particularly Private Education Loans, could adversely affect our business, financial position, results of operations, and/or cash flows.
−Removed: • Our allowance for credit losses may not be adequate to cover actual losses, which may adversely affect our capital, financial condition, and/or results of operations.
+Added: • Defaults on our loans, particularly Private Education Loans, could adversely affect our business, financial condition, results of operations, and/or cash flows.
+Added: • Our allowance for credit losses may not be adequate to cover actual losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition, and/or results of operations.
• We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows.
• The levels of or changes in interest rates could adversely affect our results of operations, financial condition, regulatory capital, and/or liquidity.
−Removed: • The interest rate and maturity characteristics of our earning assets do not fully match the interest rate and maturity characteristics of our funding arrangements, which may negatively impact the level of our net interest income.
−Removed: We are also subject to repayment and prepayment risks, which can increase uncertainty and adversely affect our business.
+Added: • The interest rate and maturity characteristics of our earning assets do not fully match the interest rate and maturity characteristics of our funding arrangements.
+Added: We are also subject to repayment and prepayment risks.
+Added: These can increase uncertainty and adversely affect our business, financial condition, results of operations, and/or cash flows.
• Our use of derivatives to manage interest rate sensitivity exposes us to credit and market risk that could have a material adverse effect on our earnings.
−Removed: • The transition from LIBOR to alternative reference “benchmark” interest rates has no precedent, its impact is uncertain, and it could adversely affect the value of or the interest rates on our assets and obligations indexed to LIBOR, as well as the revenue and expenses associated with those assets and obligations.
−Removed: • Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and, for at least the next few years, sell loans at attractive prices to help fund any share repurchase programs that may be authorized from time to time.
−Removed: An inability to effectively manage our liquidity could negatively impact our ability to fund our business obligations and opportunities, which could have a material adverse effect on us.
+Added: • The discontinuance of LIBOR could adversely affect our business and financial results.
+Added: • Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and sell loans at attractive prices to help fund any share repurchase programs that may be authorized from time to time.
+Added: An inability to effectively manage our liquidity could have a material adverse effect on us.
• In structuring and facilitating securitizations or sales of Private Education Loans, administering securitization trusts, or servicing loans we have securitized or sold, we may incur liabilities to transaction parties.
If those liabilities are significant, they could adversely affect our business and financial condition.
−Removed: • The Bank is subject to various regulatory capital requirements, and failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material adverse effect on our business, results of operations, and/or financial condition.
+Added: • Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations.
+Added: • The Bank is subject to various regulatory capital requirements, and failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material adverse effect on us.
2023 Form 10-K — SLM CORPORATION 21
−Removed: • Unfavorable results from the periodic stress scenarios we model under regulatory guidance may adversely affect our business and result in regulatory action that could adversely affect our cost of capital and liquidity position.
−Removed: • Changes in accounting standards, or incorrect estimates and assumptions by management in connection with the preparation of our consolidated financial statements, could adversely affect our capital levels, results of operation, and/or financial condition.
+Added: • Unfavorable results from the periodic stress scenarios we model under regulatory guidance may adversely affect our business and result in regulatory action that could adversely affect us.
+Added: • Changes in accounting standards, or incorrect estimates and assumptions by management in connection with the preparation of our consolidated financial statements, could adversely affect us.
• We operate in a highly regulated environment and the laws and regulations that govern our operations, or changes in these laws and regulations, or our failure to comply with them, may adversely affect us.
• Failure to comply with consumer protection, privacy, data protection, or cybersecurity laws and requirements could subject us to civil and criminal penalties or litigation, including class actions, and have a material adverse effect on our business.
−Removed: • Our framework for managing risks, including model risk and data governance risk, may not be effective in mitigating our risk of loss and, if the framework is ineffective, could have a material adverse effect on us and our business.
−Removed: • Proposals of federal and state governments, or of various political candidates, affecting the student loan industry in particular, such as proposals for new federal education spending designed to make higher education “free” or substantially so regardless of financial need, subject us to political risk and could have a material adverse impact on us.
−Removed: • We are subject to reputational risk, including risk arising from environmental, social, and governance matters or other areas or events, which could damage our brand and have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.
+Added: • Our framework for managing risks, including model risk and data governance risk, may not be effective in mitigating our risk of loss and, if the framework is ineffective, could have a material adverse effect on us.
+Added: • Proposals of federal and state governments, or of various political candidates, affecting the student loan industry in particular subject us to political risk and could have a material adverse impact on us.
+Added: • We are subject to reputational risk, including risk arising from environmental, social, and governance matters or other areas or events, which could damage our brand and have a material adverse impact on us.
• Failure or significant interruption of our operating systems or infrastructure or the inability to adapt to changes could disrupt our business, cause significant losses, result in regulatory action or litigation, or damage our reputation.
• We could lose market share if we are not able to keep pace with rapid changes in technology.
−Removed: • We depend on secure information technology and a breach of those systems or those of third-party vendors could materially adversely affect our business, financial condition, and/or results of operations and could lead to significant financial, legal, and reputational exposure.
+Added: • We depend on secure information technology and a breach of those systems or those of third-party vendors could materially adversely affect us and lead to significant financial, legal, and reputational exposure.
• We depend significantly on third parties for a wide array of our operations and customer services and key components of our information technology infrastructure, and a breach of security or service levels, or violation of law by one of these third parties, could disrupt our business.
• We may face risks from our operations related to litigation or regulatory or supervisory actions that could result in significant legal expenses and settlement or damage awards.
−Removed: • Our internal controls over financial reporting and disclosure controls may be ineffective, which could have a material adverse effect on our financial condition and/or results of operations.
+Added: • Our internal controls over financial reporting and disclosure controls, as well as other internal controls, may be ineffective, which could have a material adverse effect on our financial condition and/or results of operations.
• Our business operations and those of our third-party vendors may be adversely impacted by unpredictable catastrophic events.
−Removed: • Our ability to successfully make acquisitions is subject to significant risks.
−Removed: • The pandemic caused by COVID-19 and resulting adverse economic conditions have adversely impacted our business and results and, in the future, could have a more material adverse impact on our business, results of operations, financial condition, and/or cash flows.
−Removed: Any future pandemics could subject our business to the same or greater risks than the COVID-19 pandemic.
+Added: • New lines of business and our ability to successfully make acquisitions are subject to significant risks.
• Because of Navient’s indemnification obligations, we have significant exposures to risks related to its creditworthiness.
10 unchanged sentences
At December 31, 2023, approximately 72 percent of our total assets, and 84 percent of our total assets excluding cash and cash equivalents, were comprised of Private Education Loans.
−Removed: This concentration poses the risk that any disruption, dislocation, or other negative event or trend in the Private Education Loan market or the overall economic environment, including an inflationary and rising interest rate environment or a recession in the U.S., could disproportionately and adversely affect our business, financial condition, and results of operations.
−Removed: We compete in the Private Education Loan market with banks and other consumer lending institutions, many with strong consumer brand name recognition and greater financial resources.
−Removed: Many of those lenders also have a greater level of diversification in their mix of assets, which can enable them to be more competitive in uncertain or challenging economic times.
+Added: This concentration poses the risk that any disruption, dislocation, significant adverse legislative or regulatory change, or other negative event or trend in the Private Education Loan market, the overall education loan market, or the overall economic environment, including an inflationary and rising or high interest rate environment or a recession in the U.S., could disproportionately and adversely affect our business, financial condition, and results of operations.
+Added: We face competition in the Private Education Loan market from a variety of players.
+Added: We compete with banks and other consumer lending institutions, many of whom have strong consumer brand name recognition, greater financial resources, and greater diversification in their mix of assets, which can enable them to be more competitive in their products and offerings, particularly in uncertain or challenging economic times.
+Added: We also compete with financial technology (“FinTech”) companies, many of whom have lower return hurdles than more traditional consumer lending institutions.
The use of marketplace lending sites is growing in popularity in the student loan sector.
−Removed: This new market channel may erode our more traditional lending channels and increase our cost to originate Private Education Loans.
−Removed: Moreover, our competition will increase as various lending institutions and other competitors, including Navient, through its Earnest subsidiary, enter or re-enter the Private Education Loan market.
−Removed: We also compete with FinTech companies (as defined below), many of whom have lower return hurdles than more traditional consumer lending institutions.
+Added: This market channel may erode our more traditional lending channels and increase our cost to originate Private Education Loans.
+Added: Moreover, we expect that our competition will increase as various lending institutions and other competitors, including Navient, through its Earnest subsidiary, enter or re-enter the Private Education Loan market.
We compete based on our brand products, origination capability, and customer service.
−Removed: To the extent our competitors compete more aggressively or effectively, we could lose market share to them or subject our existing loans to consolidation or refinancing risk.
−Removed: In addition to competition with banks and other consumer lending institutions, the federal government, through the Federal Direct Student Loan Program (the “DSLP”), poses significant competition to our Private Education Loan products.
+Added: To the extent our competitors compete more aggressively or effectively, we could lose market share to them and/or our existing loans could be subject to consolidation or refinancing risk.
+Added: In addition to competition from private industry players, the federal government, through the Federal Direct Student Loan Program (the “DSLP”), poses significant competition to our Private Education Loan products.
The availability and terms of loans the government originates or guarantees affect the demand for Private Education Loans because students and their families often rely on Private Education Loans to bridge the gap between available funds, including family savings, scholarships, grants, and federal and state loans, and the costs of post-secondary education.
The federal government currently places both annual and aggregate limits on the amount of federal loans any student can receive and determines the criteria for student eligibility.
−Removed: Parents and graduate students may obtain additional federal education loans through other programs.
+Added: Parents and graduate students may obtain additional federal education loans through other programs, such as the Parent Plus and Graduate Plus programs, without any aggregate limits other than the difference between the cost of education and the amount of other financial aid received by a student.
These federal education lending programs are generally adjusted in connection with funding authorizations from the U.S.
1 unchanged sentence
The HEA’s reauthorization is currently pending in the U.S.
−Removed: Reauthorization, as well as measures to provide relief for COVID-19 or for borrowers of student loans in general, could provide a legislative vehicle for changes to student loan programs.
−Removed: Possible components that could impact the Private Education Loan market are changes to federal education loan limits, private loan refinancing programs, or Private Education Loan forgiveness.
+Added: Reauthorization, as well as measures to provide relief for borrowers of student loans in general, could provide a legislative vehicle for changes to student loan programs.
+Added: Possible components that could impact the Private Education Loan market and our business include changes to federal education loan limits and/or payment requirements, private loan refinancing programs, or Private Education Loan forgiveness.
Other components of any legislation also could have a negative impact on our business and financial condition.
See “— POLITICAL/REPUTATIONAL RISK.”
−Removed: Competition also plays a significant role in our online deposit gathering activities.
−Removed: The market for online deposits is highly competitive, based primarily on a combination of reputation, rate, and availability of information about our deposit products.
−Removed: Our new depositor acquisition marketing is partly dependent on search engines, as well as bank deposit information aggregators, to direct a significant amount of traffic to our website via organic ranking and paid search advertising.
−Removed: Our bank competitors’ paid search activities, such as pay per click marketing, may result in their sites receiving higher paid search results than ours and significantly increasing the cost of such depositor acquisition for us.
−Removed: In addition, changes to search engines and deposit information aggregators’ methodologies and business practices could result in a decline in our new deposit growth or existing customer
+Added: We also face substantial competition for our online deposit products.
+Added: We expect to compete based primarily on a combination of reputation, rate, and availability of information about our deposit products.
+Added: Our competitors, many of whom have greater financial resources or lower costs than we do, may be more effective in attracting new deposits and retaining existing deposits such as by offering more competitive rates, dedicating more resources for advertising, or engaging in more effective forms of marketing.
+Added: For instance, our new depositor acquisition marketing is partly dependent on search engines, as well as bank deposit information aggregators, to direct a significant amount of traffic to our website via organic ranking and paid search advertising.
+Added: Our bank competitors’ paid search activities, such as pay per click marketing, may result in their sites receiving higher search results than ours, thus
2023 Form 10-K — SLM CORPORATION 23
+Added: leading to significant increases in the cost of such depositor acquisition for us.
+Added: In addition, changes to search engines and deposit information aggregators’ methodologies and business practices could result in a decline in our new deposit growth or existing customer retention.
Increased competition for deposits could cause our cost of funds to increase, which could negatively impact our loan pricing and net interest margin.
11 unchanged sentences
• demographic trends in the United States result in a decrease in college-age individuals;
−Removed: • demand for higher education decreases (which can occur, among other times, during periods of strong employment in the United States);
+Added: • demand for higher education decreases (which can occur, among other times, during periods of strong employment in the United States and/or when fewer employers require college degrees for their employees);
• the cost of attendance of higher education decreases;
1 unchanged sentence
• prepayment rates on our Private Education Loans increase or accelerate due to greater market liquidity, availability of alternative means of financing, improved household incomes, increasing consumer confidence, and/or various other factors;
+Added: • macroeconomic factors (including, without limitation, high unemployment) cause loan applicants or borrowers to be unable to meet our credit standards or repay credit obligations;
• there is broader public resistance to increasing higher education costs;
2 unchanged sentences
We believe the design of our Private Education Loan products, with emphasis on rigorous underwriting, credit-worthy cosigners and variable or fixed interest rates, creates sustainable, competitive loan products.
−Removed: However, increasing amounts of private education consolidation loans at interest rates below those of our existing portfolio - whether from private sources (including financial technology (“FinTech”) companies) or otherwise - can contribute to an increase in the prepayment rates of our existing Private Education Loans and, if prolonged and continuous, could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.
−Removed: Since 2010, there have been a number of bills introduced in the United States Congress to promote federal financing for consolidation or refinancing of existing student loans, as well as an increase in the number of lenders offering consolidation or refinancing products.
−Removed: Defaults on our loans, particularly Private Education Loans, could adversely affect our business, financial position, results of operations, and/or cash flows.
−Removed: We bear the full credit exposure on our Private Education Loans and Credit Card loans, which are unsecured loans.
−Removed: If they were to default at rates much higher than anticipated or at speeds faster than anticipated, our business, financial position, results of operations, and/or cash flows could be adversely affected.
−Removed: Delinquencies are an important indicator of the potential future credit performance of our loan portfolios.
−Removed: Many factors can have an
+Added: However, increasing amounts of private education consolidation loans at interest rates below those of our existing portfolio - whether from private sources (including FinTech companies) or otherwise - can contribute to an increase in the prepayment rates of our existing Private Education Loans and, if prolonged and continuous, could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.
+Added: Increases in consolidation loans may result from competition as well as legislative or regulatory changes, as there has been, and there may be continue to be, an increase in the number of lenders offering consolidation or refinancing products as well as proposed legislation designed to promote federal financing for consolidation or refinancing of existing loans.
24 SLM CORPORATION — 2023 Form 10-K
−Removed: impact on borrower delinquencies, including, without limitation, economic conditions (including inflationary, rising interest rate, and recessionary environments), changes in interest rates, personal circumstances and hardships, risk characteristics such as school type, loan status, loan seasoning, underwriting criteria, presence of a cosigner, changes made in credit administration practices from time to time, changes in loan underwriting criteria made from time to time, regulatory and operational changes, servicing and collections staffing challenges, other operational challenges we may encounter, and unforeseen events or trends.
−Removed: Rising unemployment rates and the failure of our in-school borrowers to graduate are two of the most significant macroeconomic factors that could increase loan delinquencies, defaults, and loan modifications, or otherwise negatively affect performance of our existing education loan portfolios.
−Removed: Likewise, high unemployment may impede Private Education Loan originations growth, as loan applicants and cosigners may experience trouble repaying credit obligations or may not meet our credit standards.
−Removed: Additionally, if interest rates rise causing payments on variable-rate loans to increase, borrowers and cosigners could experience trouble repaying loans we have made to them.
+Added: Defaults on our loans, particularly Private Education Loans, could adversely affect our business, financial condition, results of operations, and/or cash flows.
+Added: We bear the full credit exposure on our Private Education Loans, which are unsecured loans.
+Added: If those loans were to default at rates much higher than anticipated or at speeds faster than anticipated, our business, financial condition, results of operations, and/or cash flows could be adversely affected.
+Added: Delinquencies are an important indicator of the potential future credit performance of our loan portfolios.
+Added: Many factors can have an impact on borrower delinquencies, including, without limitation, economic conditions (including inflationary, rising or high interest rate, and recessionary environments), changes in interest rates, personal circumstances and hardships, risk characteristics such as school type, loan status, loan seasoning, underwriting criteria, presence of a cosigner, changes made in credit administration practices from time to time, changes in loan underwriting criteria made from time to time, legislative, regulatory and operational changes, servicing and collections staffing challenges, other operational challenges we may encounter, the cessation by the federal government in 2023 of its payment suspension program (initiated during the COVID-19 pandemic) for borrowers of federal student loans, the invalidation or failure of the Biden Administration’s effort to forgive federal student loan indebtedness for certain borrowers, and unforeseen events or trends.
+Added: Rising unemployment rates and the failure of our in-school borrowers to graduate are two of the most significant macroeconomic factors that could increase loan delinquencies, defaults, and loan modifications, or otherwise negatively affect performance of our existing education loan portfolios, as such factors may cause borrowers and cosigners to experience trouble repaying credit obligations or meeting our credit standards.
+Added: The impact of these factors may be heightened in rising or high interest rate environments when interest rates rise causing payments on variable-rate loans to increase.
See Part II, Item 7.
1 unchanged sentence
As part of our underwriting process, we rely heavily upon information supplied by applicants and third parties.
−Removed: If any of this information is intentionally or negligently misrepresented and is not detected by us before completing the transaction, we may experience increased credit risk.
+Added: If any of this information is intentionally or negligently misrepresented, or is inaccurate, and is not detected by us before completing the transaction, or changes after we collect the information, we may experience increased credit risk.
Higher credit-related losses and weaker credit quality negatively affect our business, financial condition, and results of operations and limit funding options, which could also adversely impact our liquidity position.
1 unchanged sentence
Our allowance for credit losses may not be adequate to cover actual losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition, and/or results of operations.
−Removed: We are required to measure our allowance for credit losses based on our estimate of all current expected credit losses (“CECL”) over the remaining contractual term of the assets.
+Added: 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 our assets.
The CECL standard resulted in a significant change in how we recognize credit losses and has had a material impact on our financial condition, results of operations, and capital levels.
1 unchanged sentence
The measurement of expected credit losses is based on historical information, current conditions, and reasonable and supportable forecasts to estimate the expected loss over the life of the loan.
−Removed: (This differs significantly from the “incurred loss” model, which was in effect during 2019 and delayed recognition until it was probable a loss had been incurred.) Our models take into account historical loss experience in various economic conditions to estimate expected future losses based upon future economic forecasts over a period of time (“reasonable and supportable period”), at which point we revert expected losses to our historical rates.
+Added: (This differs significantly from the “incurred loss” model, which was in effect prior to our adoption of CECL and delayed recognition until it was probable a loss had been incurred.) Our models take into account historical loss experience in various economic conditions to estimate expected future losses based upon future economic forecasts over a period of time (“reasonable and supportable period”), at which point we immediately revert our forecasted economic factors to long-term historical loss conditions.
Defaults can be higher than anticipated due to a variety of factors, and our models may not accurately estimate future loan loss performance.
3 unchanged sentences
As such, changes to these inputs could significantly change the amount of allowance necessary, which could have a negative impact on our financial results and capital levels.
−Removed: Additionally, regulatory agencies may periodically review our allowance for credit losses, including our methodology and models used in calculating the allowance, and could insist on an increase in the allowance or recognition of additional charge-offs based on judgments different than those used by our management.
+Added: Additionally, regulatory agencies may periodically review our allowance for credit losses, including our methodology and models used in calculating the allowance, and could
+Added: 2023 Form 10-K — SLM CORPORATION 25
+Added: insist on an increase in the allowance or recognition of additional charge-offs based on judgments different than those used by our management.
If these differences in judgment are significant, our allowance could increase significantly and result in sizable decreases in our net income and capital.
2 unchanged sentences
We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows.
−Removed: We are also subject to the creditworthiness of third parties, including various lending, investment, and derivative counterparties.
+Added: We are also subject to the creditworthiness of third parties, including various lending, securitization, investment, and derivative counterparties.
Our overall counterparty exposure is more fully discussed in Part II, Item 7.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital
−Removed: 2022 Form 10-K — SLM CORPORATION 27
−Removed: Resources — Counterparty Exposure.” If our counterparties are unable to perform their obligations, or the ability of our counterparties to perform their obligations becomes less certain or impaired, the obligations of our counterparties to us or our investments in any counterparties or their securities could become impaired, which could have a material adverse impact on our business, financial condition, results of operations, and/or cash flows.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Counterparty Exposure.” If our counterparties are unable to perform their obligations, or the ability of our counterparties to perform their obligations becomes impaired or less certain, the obligations of our counterparties to us or our investments in any counterparties or their securities could become impaired, which could have a material adverse impact on our business, financial condition, results of operations, and/or cash flows.
INTEREST RATE RISK
1 unchanged sentence
We are highly dependent on net interest income, which is the difference between interest income on earning assets (such as loans and investments) and interest expense on deposits and borrowings.
−Removed: Net interest income is significantly affected by market rates of interest, which in turn are influenced by monetary and fiscal policies of governmental agencies, general economic conditions, the political and regulatory environments, business and consumer sentiment, competitive pressures, and expectations about the future.
+Added: Net interest income is significantly affected by market rates of interest, which in turn are influenced by monetary and fiscal policies of governmental agencies, general economic conditions, conditions in the capital markets, the political and regulatory environments, business and consumer sentiment, competitive pressures, and expectations about the future.
We may be adversely affected by policies or events that have the effect of flattening or inverting the yield curve (that is, the difference between long-term and short-term interest rates), compressing interest rates on our earnings assets closer to interest rates on our deposits and borrowings, increasing the volatility of market rates of interest, or changing the spreads among different interest rate indices.
Changes in interest rate levels also can lead to other adverse impacts, such as reducing the demand for or increasing the prepayment speeds of our Private Education Loans, increasing the delinquencies or defaults of our borrowers or other counterparties, reducing the value of our assets, or increasing our liabilities.
−Removed: Many of these adverse impacts can occur in an inflationary and rising interest rate environment, such as that experienced in the United States in 2022 and projected by economists and regulators to continue in 2023.
+Added: Many of these adverse impacts can occur in an inflationary and rising interest rate environment.
These adverse impacts may materially adversely affect our operations, our regulatory capital and liquidity position, the credit performance of our Private Education Loans and other assets, the number of borrowers seeking payment relief, our results of operations and financial condition, and/or our cash flows.
6 unchanged sentences
Deposits are issued with both fixed and variable rates, and the average term is typically shorter than the expected term of our combined loan portfolios.
−Removed: The different interest rate and maturity characteristics of our loan portfolio and the liabilities funding that portfolio result in fluctuations in our net interest income.
+Added: The different interest rate and maturity characteristics of our loan portfolios and the liabilities funding those portfolios result in fluctuations in our net interest income.
In certain interest rate environments, this mismatch may reduce our net interest margin (the interest yield earned on our portfolio less the rate paid on our interest-bearing liabilities) and net interest income.
While we actively monitor and manage mismatches in the interest rate and maturity characteristics of our assets and liabilities, using derivative transactions where necessary to avoid excessive levels of repricing and refunding risk, it is not possible to hedge all of our exposure to such risks.
−Removed: While the assets, liabilities, and related hedging derivative contract re-pricing indices are typically highly correlated, there can be no assurance that the historically high correlation will not be disrupted by capital market dislocations or other factors outside our control.
+Added: While the assets, liabilities, and related hedging derivative contract re-pricing indices are typically highly correlated, there
+Added: 26 SLM CORPORATION — 2023 Form 10-K
+Added: can be no assurance that the historically high correlation will not be disrupted by capital market dislocations or other factors outside our control.
In these circumstances, our earnings could be materially adversely affected.
1 unchanged sentence
Consolidations and refinancings contribute to increased prepayment rates.
−Removed: In addition, increases in employment levels, wages, family income, alternative sources of financing, and government support for student loan borrowers during times of crisis or otherwise, such as during the COVID-19 pandemic or the forgiveness for certain borrowers of federal student loan indebtedness, may also contribute to higher-than-expected prepayment rates, which can adversely affect our interest rate and repricing risk and our financial condition and results of operations.
−Removed: 28 SLM CORPORATION — 2022 Form 10-K
+Added: In addition, increases in employment levels, wages, family income, alternative sources of financing, and government support for student loan borrowers or the forgiveness for certain borrowers of federal student loan indebtedness, may also contribute to higher-than-expected prepayment rates, which can adversely affect our interest rate and repricing risk and our financial condition and results of operations.
Our use of derivatives to manage interest rate sensitivity exposes us to credit and market risk that could have a material adverse effect on our earnings.
9 unchanged sentences
Also, see “— We are subject to the creditworthiness of third parties other than borrowers and exposure to those third parties could adversely affect our business, financial condition, results of operations, and/or cash flows.”
−Removed: The transition from LIBOR to alternative reference “benchmark” interest rates has no precedent, its impact is uncertain, and it could adversely affect the value of or the interest rates on our assets and obligations indexed to LIBOR, as well as the revenue and expenses associated with those assets and obligations.
+Added: The discontinuance of LIBOR could adversely affect our business and financial results.
Following announcements by the United Kingdom’s Financial Conduct Authority (the “UKFCA”), which regulates LIBOR, the London interbank offered rate, and ICE Benchmark Administration Limited, the administrator of LIBOR, publication of 1-week and 2-month USD LIBOR and all tenors for other currencies ceased after December 31, 2021.
−Removed: While publication of the remaining USD settings is expected to cease after June 30, 2023, U.S.
−Removed: banking and other global financial services regulators directed regulated institutions to cease entering into new LIBOR-based contracts as soon as practicable and in any event by the end of 2021.
+Added: Publication of the remaining USD settings ceased after June 30, 2023.
The Alternative Reference Rates Committee (the “ARRC”), a group of market participants that includes both banks and a number of non-banks, was convened by the Federal Reserve Board and the Federal Reserve Bank of New York in 2014 to identify alternative reference rates to LIBOR.
1 unchanged sentence
Treasury repurchase agreement transactions, as its recommended alternative to USD LIBOR.
−Removed: The interest rates on our variable-rate Private Education Loans issued before April 1, 2021 and certain other assets are indexed to LIBOR.
−Removed: Certain of our interest rate swaps, notes issued under ABS and our education loan-backed multi-lender secured borrowing facility (the “Secured Borrowing Facility”), brokered and non-brokered deposits, and other obligations also are indexed to LIBOR.
−Removed: In each case, the terms of the relevant agreements define LIBOR and provide differing methods for how it may be replaced or computed if LIBOR is no longer available as defined.
−Removed: LIBOR has been used worldwide as a reference for setting interest rates on loans, derivatives, and other assets and obligations.
−Removed: The transition from LIBOR to alternative reference “benchmark” interest rates is uncertain and will be affected by, among other things, the pace of the transition to such rates, the specific terms and parameters for and acceptance of such rates (including, without limitation, by investors, financial markets, and regulators), market conventions for the use of such rates in connection with a particular product, and prices of and the liquidity of trading markets for products based on such rates.
−Removed: Certain of our existing assets and obligations do not include provisions clearly specifying a method for transitioning from LIBOR to an alternative benchmark rate.
−Removed: Given this situation, it is unclear what consents or approvals, if any, will be required to replace LIBOR under our various agreements.
−Removed: As a result of these potential changes and related uncertainties, the interest rates on and value of our assets and obligations indexed to LIBOR, and the revenue and expenses associated with those assets and obligations, could be affected in disparate ways at disparate times, creating basis risk and potential adverse effects on our business and results of operations.
−Removed: Changes to the reference rate used could result in dissatisfied customers, lenders, investors, or counterparties, which could result in reputational damage, litigation, or regulatory scrutiny.
−Removed: 2022 Form 10-K — SLM CORPORATION 29
−Removed: The Company has actively monitored market developments with respect to LIBOR replacement since 2017 and during 2020 launched a formal cross-functional replacement project with the goal of ensuring a smooth transition to a replacement index with minimal negative impact on our customers, investors, and the Company’s business, financial condition, and results of operations.
−Removed: The Chief Financial Officer and the project team monitor developments, assess impacts, propose plans, and, with the approval of an executive committee, implement changes.
−Removed: The Chief Financial Officer and/or the project team reports status regularly to our Board of Directors.
In 2020, we began accepting certain deposits based on SOFR.
In the second quarter of 2021, we began issuing variable-rate Private Education Loans that are indexed to SOFR.
−Removed: In 2022, we began issuing ABS that are indexed to SOFR and renewed the Secured Borrowing Facility with an index based on SOFR.
−Removed: We plan to significantly reduce the number of contracts that reference LIBOR, either through modification or replacement, by June 2023.
−Removed: There can be no guarantee our reference rate replacement plan will occur as expected, however, and failure to implement the plan effectively or changes in how LIBOR transition occurs could have a material adverse effect on our business, results of operations, financial position, and/or cash flows.
+Added: In 2022, we began issuing ABS that are indexed to SOFR and renewed our education loan-backed multi-lender secured borrowing facility (the “Secured Borrowing Facility”) with an index based on SOFR.
+Added: In 2023, we transitioned to SOFR (plus the applicable spread adjustment) the remainder of our assets, liabilities, and off-balance sheet items referencing LIBOR on their respective first repricing dates after June 30, 2023.
+Added: In some instances, we relied on safe harbors provided by federal legislation to transition obligations from LIBOR to SOFR because the obligations did not have fallback provisions for alternative reference rates.
+Added: Although we relied on those safe harbors in certain instances, the safe harbors are untested.
+Added: We could still be exposed to risks associated with disputes and litigation with customers, counterparties, and other market participants in connection with implementing replacement rates for LIBOR.
+Added: Also, the replacement of LIBOR could adversely affect the value of and return on certain of our financial assets, the value of certain of our liabilities, and could result in changes to our various risk exposures.
+Added: These uncertainties could adversely impact our funding costs and could have a material adverse effect on our business, results of operations, financial position, and/or cash flows.
See Part II, Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — LIBOR Transition” for further details.
+Added: 2023 Form 10-K — SLM CORPORATION 27
LIQUIDITY RISK
−Removed: Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and, for at least the next few years, sell loans at attractive prices to help fund any share repurchase programs that may be authorized from time to time.
+Added: Our ability to achieve our business goals will be heavily reliant on our ability to obtain deposits, obtain funding through asset-backed securitizations, and sell loans at attractive prices to help fund any share repurchase programs that may be authorized from time to time.
An inability to effectively manage our liquidity could negatively impact our ability to fund our business obligations and opportunities, which could lead to regulatory scrutiny and could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows.
We must effectively manage the liquidity risk inherent in our business.
−Removed: We require liquidity to meet cash requirements for such things as day-to-day operating expenses, funding of our Private Education Loan originations, deposit withdrawals and maturities, payment of any declared dividends on our preferred stock and common stock, and payment for any shares of common stock acquired under any common stock repurchase program or otherwise.
+Added: We require liquidity to meet cash requirements for such things as day-to-day operating expenses, funding of our Private Education Loan originations, deposit withdrawals and maturities, payment of any declared dividends on our preferred stock and common stock, payment of our debt service, and payment for any shares of common stock or preferred stock acquired under any stock repurchase program or otherwise.
Our primary sources of liquidity and funding are customer deposits, payments received on Private Education Loans and FFELP Loans that we hold, and proceeds from loan sales and securitization transactions.
We may maintain too much liquidity, which can be costly, or we may be too illiquid, which could result in financial distress during times of economic stress or capital market disruptions.
−Removed: We fund Private Education Loan originations through asset-backed securitizations and deposits raised by the Bank, including term and liquid brokered and retail deposits, as well as Educational 529 and Health Savings Account deposits.
+Added: We fund Private Education Loan originations through asset-backed securitizations and deposits raised by the Bank, including term and liquid brokered and retail deposits, as well as Educational 529 and Health Savings Account deposits, and with proceeds received from loan sales.
Assets funded through deposits result in refinancing risk because the average term of the deposits is shorter than the expected term of the Private Education Loan assets we originate.
2 unchanged sentences
Brokered deposits may be more price sensitive than other types of deposits and may become less available if alternative investments offer higher returns.
−Removed: In addition, our ability to maintain existing balances of all deposit types or obtain additional deposits of any type may be affected by factors, including those beyond our control, such as a rising stock market, more attractive returns on alternative investments, perceptions about our existing and future financial strength, quality of deposit servicing or online banking generally, changes in monetary or fiscal policies that influence deposit or other rates, and general economic conditions, including high unemployment and decreased savings rates.
−Removed: Also, our ability to maintain our current level of deposits or grow our deposit base could be affected by regulatory restrictions, including the possible imposition by our regulators of prior approval requirements or restrictions on our offered rates, brokered deposit growth, or other areas.
+Added: In addition, our ability to maintain existing balances of all deposit types or obtain additional deposits of any type may be affected by factors, including those beyond our control, such as a rising stock market, more attractive returns on alternative investments, perceptions about our existing and future financial strength, quality of deposit servicing or online banking generally, changes in monetary or fiscal policies that influence deposit or other rates, general economic conditions, including high unemployment and decreased savings rates, and adverse developments in the financial services industry generally.
+Added: See also “— Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations.” Also, our ability to maintain our current level of deposits or grow our deposit base could be affected by regulatory restrictions, including the possible imposition by our regulators of prior approval requirements or restrictions on our offered rates, brokered deposit growth, or other areas.
Our success also depends on our ability to structure Private Education Loan securitizations or execute other secured funding transactions.
Several factors may have a material adverse effect on both our ability to obtain such funding and the time it takes us to structure and execute these transactions, including the following:
−Removed: • Persistent and prolonged disruption or volatility in the capital markets (which could occur as a result of, among other things, a government debt default or a government shutdown) or in the education loan ABS sector specifically;
−Removed: 30 SLM CORPORATION — 2022 Form 10-K
+Added: • Persistent and prolonged disruption or volatility in the capital markets (which could occur as a result of, among other things, general economic conditions, a government debt default, or a government shutdown) or in the education loan ABS sector specifically;
• Degradation of the credit quality or performance of the Private Education Loans we sell or finance through securitization trusts, or adverse rating agency assumptions, rating actions, or conclusions with respect to those trusts or the education loan-backed securitization trusts sponsored by other issuers;
3 unchanged sentences
• Our inability to structure and gain market acceptance for new product features or services to meet new demands of ABS investors, rating agencies, or credit facility providers.
+Added: 28 SLM CORPORATION — 2023 Form 10-K
If we require funding beyond that which we may be able to obtain through deposits and proceeds from ABS transactions at attractive prices, we may need to raise additional liquidity through other forms of secured and unsecured debt financing, which, in turn, could increase our funding costs and reduce our net interest margin.
Future downgrades to our credit ratings, or to the credit ratings of our subsidiaries or to the securities issued in our securitization transactions, also could result in higher funding costs and reduce our net interest margin.
−Removed: Our ability to sell loans at attractive prices, as well as the timing and volume of any sales, will be subject to market conditions, and there can be no guarantee that we will be able to effectuate planned loan sales at the prices, times, or volumes we desire, or at all.
−Removed: If we are unable to effectuate loan sales at the prices, times, and volumes we desire, we may not be able to fund share repurchase programs that are authorized from time to time or achieve other business goals.
+Added: Our ability to sell loans at attractive prices, as well as the timing and volume of any sales, will be subject to market conditions, and there can be no guarantee that we will be able to effectuate planned or unplanned loan sales at the prices, times, or volumes we desire, or at all.
+Added: If we are unable to effectuate loan sales at the prices, times, and volumes we desire, we may not be able to fund share repurchase programs that are authorized from time to time, originate Private Education Loans in the volumes we desire, meet other obligations, or achieve other business goals.
We currently maintain sufficient risk-based capital through adequate retention and reinvestment of earnings from operations.
2 unchanged sentences
If this occurs, our business, results of operations, financial position, and/or cash flows could be materially and adversely affected.
+Added: We conduct quarterly liquidity stress tests to evaluate the adequacy of our liquidity sources under several stress scenarios, including a severely adverse macroeconomic scenario.
+Added: The results of these scenarios may lead management to determine, or our regulators to demand, that higher levels of liquidity be maintained at significant incremental expense to the Bank.
In structuring and facilitating securitizations or sales of Private Education Loans, administering securitization trusts, or servicing loans we have securitized or sold, we may incur liabilities to transaction parties.
5 unchanged sentences
If any of those liabilities are significant, they could adversely affect our business, financial condition, results of operations, and/or cash flows.
+Added: Adverse developments, and/or a continuation of recent turmoil, in the financial services industry could adversely affect our financial condition and results of operations.
+Added: In 2023, several financial services institutions failed or required outside liquidity support.
+Added: For example, Silicon Valley Bank and Signature Bank were put into FDIC receivership in March 2023 and First Republic Bank was put into FDIC receivership in May 2023.
+Added: The impact of this situation led to risk of additional stress to the financial services industry generally as a result of increased lack of confidence in the financial sector.
+Added: Although we currently do not anticipate liquidity constraints of the kind that caused certain other financial services institutions to fail or require external support, unanticipated deposit withdrawals due to market distress or otherwise or our inability to access other sources of liquidity, whether due to capital markets dislocations or otherwise, could result in constraints on our liquidity and adversely affect our business, financial condition, and results of operations.
+Added: The financial system is highly interrelated, and we have exposure to, and routinely execute transactions with, a variety of financial institutions.
+Added: If any of these financial institutions or participants were to become or be perceived
2023 Form 10-K — SLM CORPORATION 29
+Added: as unstable, or enter conservatorship, receivership, or bankruptcy, the consequences could have an adverse effect on our business, financial condition, and results of operations.
The Bank is subject to various regulatory capital requirements administered by the FDIC and the UDFI.
2 unchanged sentences
The Bank’s capital adequacy and its classification under the prompt corrective action framework are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors.
−Removed: Basel III is subject to further revisions and such revisions could affect the Bank’s capital requirements and adversely affect its business, results of operations, and financial condition.
−Removed: For example, in 2017 the Basel Committee on Banking Supervision published revisions to the international capital standards that it describes as the finalization of the Basel III post-crisis regulatory reforms.
−Removed: The impact of these revisions on the Bank will depend on how and to what extent they are implemented in the United States.
−Removed: The federal banking agencies have not yet proposed a rule to implement these revisions in the United States.
If the Bank fails to satisfy regulatory risk-based or leverage capital requirements, it would be subject to serious regulatory consequences, including restrictions on the ability to make dividend payments or share repurchases, that could prevent us from successfully executing our business plan and may have a material adverse effect on our business, results of operations, financial position, and/or cash flows.
1 unchanged sentence
Unfavorable results from the periodic stress scenarios we model under regulatory guidance may adversely affect our business and result in regulatory action that could adversely affect our cost of capital and liquidity position.
−Removed: Pursuant to regulatory guidance, the Bank conducts annual capital stress tests, modeling systemic and company-specific stress scenarios.
+Added: Pursuant to regulatory guidance, the Bank conducts annual capital stress tests, modeling a systemic stress scenario.
+Added: In addition, the Bank may model company-specific stress scenarios from time to time.
In 2023, the Bank conducted its annual capital stress tests and the results of these tests were presented to and reviewed by the Bank’s senior management, the Bank’s Board of Directors, and the Board’s Financial Risk Committee.
6 unchanged sentences
Our regulators may also update their supervisory expectations applicable to the Bank’s stress tests, which could change how the Bank conducts stress tests or how senior management uses the results of the stress tests to inform business plans and capital targets.
−Removed: We also conduct quarterly liquidity stress tests to evaluate the adequacy of our liquidity sources under several stress scenarios, including a severely adverse macroeconomic scenario.
−Removed: The results of these scenarios may lead management to determine, or regulators to demand, that higher levels of liquidity be maintained at significant incremental expense to the Bank.
Changes in accounting standards, or incorrect estimates and assumptions by management in connection with the preparation of our consolidated financial statements, could adversely affect our capital levels, results of operation, and/or financial condition.
2 unchanged sentences
Changes in our accounting policies or in accounting standards could materially affect how we report our financial condition and/or results of operations.
−Removed: As a result of
−Removed: 32 SLM CORPORATION — 2022 Form 10-K
−Removed: changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our financial statements, which could negatively impact how we record and report our financial condition, results of operations, and capital levels.
+Added: As a result of changes to financial accounting or reporting standards, whether promulgated or required by the FASB or other regulators, we could be required to change certain of the assumptions or estimates we have previously used in preparing our financial statements, which could negatively impact how we record and report our financial condition, results of operations, and capital levels.
The preparation of our consolidated financial statements requires us to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, and expenses during the reporting periods.
Incorrect estimates and assumptions by us in connection with the preparation of our consolidated financial statements could adversely affect the reported amounts of assets, liabilities, income, and expenses.
−Removed: If we make incorrect assumptions or estimates, we may under- or overstate reported financial results, which could materially and adversely affect our business, financial condition, results of operations, and/or capital levels.
+Added: 30 SLM CORPORATION — 2023 Form 10-K
+Added: incorrect assumptions or estimates, we may under- or overstate reported financial results, which could materially and adversely affect our business, financial condition, results of operations, and/or capital levels.
For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see Part II, Item 7.
15 unchanged sentences
• result in changes from time to time in our practices, policies, procedures, and personnel in various areas of our business (including, without limitation, practices and policies regarding the dischargeability of certain Private Education Loans in the event of a borrower’s bankruptcy);
+Added: • enhance restrictions regarding money laundering and the financing of terrorism;
+Added: • enhance requirements related to risk management and corporate governance;
• result in greater or earlier charges to earnings or reductions in our capital.
2 unchanged sentences
Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations, as well as increased intensity in supervision, often impose additional costs and could result in additional charge-offs.
−Removed: The scope of the laws and regulations and the intensity of the supervision to which we are subject have increased in recent years.
−Removed: Regulatory enforcement and fines have also increased across the banking and financial services sector.
−Removed: Further, the scope of regulation and the intensity of supervision will likely become higher under the current presidential administration, including increased scrutiny, supervisory discouragement, or even possible denials, of bank mergers and acquisitions by federal bank regulators.
−Removed: We expect that we will remain subject to increased regulation and more intense supervision by bank regulatory agencies and that there may be additional and changing requirements and conditions imposed on us, any of which could increase our costs and levels of charge-offs, require increased management attention, and adversely impact our results of operations.
−Removed: 2022 Form 10-K — SLM CORPORATION 33
+Added: In recent years, there has been an increase in the scope of the laws and regulations and the intensity of the supervision to which we are subject, as well as an increase in regulatory enforcement and fines across the banking and financial services sector.
+Added: The scope of regulation and the intensity of supervision will likely continue to become higher in the future, which could increase our costs and levels of charge-offs, require increased management attention, and adversely impact our results of operations.
In connection with their continuous supervision and examinations of us, the FDIC, the UDFI, the CFPB, or other regulatory agencies may require changes in our business or operations.
3 unchanged sentences
We could be required as well to dispose of specified assets and liabilities or to increase our level of charge-offs within a prescribed period of time.
−Removed: As a result, any enforcement or other supervisory action could have an adverse effect on our business, financial condition, results of operations, and prospects.
+Added: As a result, any enforcement or
+Added: 2023 Form 10-K — SLM CORPORATION 31
+Added: other supervisory action could have an adverse effect on our business, financial condition, results of operations, and prospects.
Restrictions or limitations on our operations, or other directives, imposed by our regulators may be confidential and thus, in some instances, we may not be permitted to publicly disclose the actions.
5 unchanged sentences
The CFPB is the Bank’s primary consumer compliance supervisor, with exclusive authority to conduct examinations for the purposes of assessing compliance with the requirements of federal consumer financial laws and with primary consumer compliance enforcement authority.
−Removed: CFPB jurisdiction could result in additional regulation and supervision, which could increase our costs and limit our ability to pursue business opportunities.
+Added: CFPB jurisdiction, regulation, and supervision could increase our costs and limit our ability to pursue business opportunities.
The CFPB/ DOE MOU could lead to additional complaints received by the CFPB regarding us, which could lead to additional scrutiny of us and increase our costs.
4 unchanged sentences
We are also subject to a dynamically changing landscape of privacy, data protection, and cybersecurity laws, regulations, and requirements.
−Removed: Various federal and state regulators, including governmental agencies, have adopted, or are considering adopting, laws and regulations regarding personal information and data privacy and security.
−Removed: This patchwork of legislation and regulation may lead to conflicts or differing views of personal privacy rights.
+Added: Various federal and state regulators, including governmental agencies, have adopted, or are considering adopting, laws and regulations regarding the use and disclosure of personal information and data privacy and security.
+Added: This patchwork of legislation and regulation may lead to conflicts or differing views of privacy rights.
As an example, certain state laws regarding personal information may be broader in scope or more stringent than federal laws or the laws of other states regarding personal information.
−Removed: As an illustration of that point, the CCPA took effect on January 1, 2020, and is broad, sweeping legislation that gives California consumers certain
−Removed: 34 SLM CORPORATION — 2022 Form 10-K
−Removed: rights similar to those provided by the European General Data Protection Regulation.
−Removed: Among other things, the CCPA provides for enhanced regulatory penalties and potential statutory damages in relation to certain types of data breaches.
−Removed: The passage of the CPRA, which expands upon the CCPA, may necessitate additional compliance obligations regarding the processing of personal information of California residents once many of the provisions amending the CCPA become effective on January 1, 2023.
−Removed: Additionally, numerous other states have enacted or are in the process of enacting state-level data privacy and security laws and regulations.
−Removed: The enactment of new federal data protection and privacy laws also is possible and could impact us and our business.
“Business — Supervision and Regulation —Regulation of Sallie Mae Bank — Privacy Laws” for additional information.
−Removed: In addition, in November 2021, the FDIC, OCC, and the Federal Reserve Board adopted a regulation that took effect in early 2022 and imposes requirements on banking organizations to report certain covered cybersecurity events.
−Removed: New regulations from the SEC regarding the public reporting of certain cybersecurity events also are expected to be finalized in 2023.
−Removed: Violations of, or changes in, federal or state consumer protection, privacy, data protection, or cybersecurity laws or related regulations, or in the prevailing interpretations thereof, may expose us to litigation, administrative fines, penalties and restitution, result in greater compliance costs, constrain the marketing and origination of Private Education Loans or other products, adversely affect the collection of balances due on the loan assets held by us or by securitization trusts, or otherwise adversely affect our business.
−Removed: Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations, as well as increased intensity in compliance and supervision activities, often impose additional compliance costs.
−Removed: Accordingly, we could incur substantial additional expense complying with these requirements and may be required to create new processes and information systems.
+Added: Further, we make public statements about our use, collection, disclosure, and other processing of personal information through our privacy policies, information provided on our website, and press statements.
+Added: Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so.
+Added: The publication of our privacy policies and other statements that provide assurances about privacy, data protection, and data security can subject us to potential regulatory or legal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.
+Added: Violations of federal or state consumer protection, privacy, data protection, or cybersecurity laws or related regulations may expose us to litigation, administrative fines, penalties, and restitution.
+Added: Compliance with laws and
+Added: 32 SLM CORPORATION — 2023 Form 10-K
+Added: regulations can be difficult and costly, and changes to laws and regulations, as well as increased intensity in compliance and supervision activities, often impose additional compliance costs and may constrain the marketing and origination of Private Education Loans or other products, adversely affect the collection of balances due on the loan assets held by us or by securitization trusts, adversely affect the execution of strategic initiatives, or otherwise adversely affect our business.
+Added: From time to time, we may use artificial intelligence, machine learning, data analytics, and similar tools to collect, aggregate, and analyze data in connection with our business.
+Added: The regulatory framework for such technology continues to evolve and remains uncertain and could affect our operations and the way in which we use such technology.
+Added: Additionally, we could incur significant costs to comply with such evolving framework, which could adversely affect our business, financial condition, and results of operations.
Our framework for managing risks, including model risk and data governance risk, may not be effective in mitigating our risk of loss and, if the framework is ineffective, could have a material adverse effect on us and our business.
9 unchanged sentences
POLITICAL/REPUTATIONAL RISK
−Removed: Proposals of federal and state governments, or of various political candidates, affecting the student loan industry in particular, such as proposals for new federal education spending designed to make higher education “free” or substantially so regardless of financial need, or to create new federally funded programs to refinance private student loans, subject us to political risk and could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.
+Added: Proposals of federal and state governments, or of various political candidates, affecting the student loan industry in particular, such as proposals for new federal education spending designed to make higher education “free” or substantially so regardless of financial need, or to create new federally funded programs to refinance private student loans, or to require private student loan lenders to reform loan agreements to provide for income-driven repayment plans and other payment plans, subject us to political risk and could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.
We operate in an environment of heightened political and regulatory scrutiny of education loan lending, servicing, and originations.
−Removed: The rising cost of higher education, questions regarding the quality of education provided, particularly among for-profit institutions, and the increasing amount of student loan debt outstanding in the
−Removed: 2022 Form 10-K — SLM CORPORATION 35
−Removed: United States have prompted this heightened and ongoing scrutiny.
+Added: The rising cost of higher education, questions regarding the quality of education provided, particularly among for-profit institutions, and the increasing amount of student loan debt outstanding in the United States have prompted this heightened and ongoing scrutiny.
This environment could lead to further proposals by political candidates and state and federal legislators and regulators, and to the enactment of laws and regulations, applicable to, or limiting, our business.
1 unchanged sentence
Some proposals have included the potential forgiveness of substantial amounts of existing outstanding student loan indebtedness.
−Removed: In 2022, the Biden Administration proposed to forgive up to $20,000 in federal student loan indebtedness for certain borrowers.
Also, various states have proposed and/or enacted legislation providing for “free” or “substantially free” higher education to residents of the state having incomes below a certain level and who attend publicly-funded universities in the state.
−Removed: Moreover, since 2010, a number of bills have been introduced in the United States Congress to promote federal financing for consolidation or refinancing of existing student loans.
+Added: Moreover, a number of bills have been introduced in the United States Congress in the past to promote federal financing for consolidation or refinancing of
+Added: 2023 Form 10-K — SLM CORPORATION 33
+Added: existing student loans.
The regulatory environment at the state level has shifted such that many states recently have enacted new legislation specifically restricting the conduct and practices of student loan servicers.
−Removed: The enactment of any of the proposed legislation or policies described above, even if they do not apply specifically to Private Education Loans, could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.
+Added: The enactment of any proposed legislation or policies like those described above, even if they do not apply specifically to Private Education Loans, could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows.
In addition, the continued ongoing publicity regarding these various proposals, even if they are not enacted, could negatively impact the market price of our common stock.
1 unchanged sentence
Our brand is very important to us and our business.
−Removed: Our reputation as an originator, servicer, and securitizer of high-quality Private Education Loans and as a depository for online deposits is very dependent upon how our customers, our regulators, legislators, the education community, our employees, and the broader market perceive our business practices, financial heath, and integrity, and the business practices, financial health, and integrity of the overall student loan market, other loan markets, or the market for online deposits, as applicable.
+Added: Our reputation as an originator, servicer, seller, and securitizer of high-quality Private Education Loans and as a depository for online deposits is very dependent upon how our customers, our regulators, legislators, the education community, our employees, and the broader market perceive our business practices, financial heath, and integrity, and the business practices, financial health, and integrity of the overall student loan market, other loan markets, or the market for online deposits, as applicable.
Negative publicity, including as a result of our culture, actual or alleged conduct by us, our employees, or our vendors, or public opinion of the student loan industry or other relevant industries generally, could damage our reputation and business and adversely impact the price of our common stock or other securities.
1 unchanged sentence
We may be exposed to negative publicity based on the identity and activities of those with whom we do business and the public’s view of our approach and performance, and that of our business partners, regarding ESG matters.
−Removed: Any such negative publicity could arise from adverse news coverage in traditional media and could also spread through the use of social media platforms.
−Removed: Our relationships and reputation with our existing and prospective customers and third parties with whom we do business could be damaged if we were to become the subject of any such negative publicity.
−Removed: This, in turn, could have an adverse effect on our ability to attract and retain customers and employees and could have a negative impact on the market price for our securities.
−Removed: Investors have begun to consider the steps taken and resources allocated by financial institutions and other commercial organizations to address ESG matters when making investment and operational decisions.
−Removed: Certain investors are beginning to incorporate the business risks of climate change and the adequacy of companies’ responses to the risks posed by climate change and other ESG topics into their investment theses.
−Removed: These shifts in investing priorities could result in adverse effects on the price of our common stock or other securities to the extent investors determine that we have not made sufficient progress on ESG matters.
+Added: Such negative publicity could damage our relationships and reputation with our existing and prospective customers and third parties with whom we do business, have an adverse effect on our ability to attract and retain customers and employees, and have a negative impact on the demand for and market price of our securities.
+Added: Stakeholders’ expectations regarding ESG practices are diverse and rapidly changing, and we may not be able to align our ESG practices with such evolving expectations within the timeframes expected by stakeholders or without incurring significant costs.
Additionally, as described above, proposals of political candidates, administrations, or legislators that may affect the financial industry, or the student loan industry in particular, could damage our reputation and business and adversely impact the price of our common stock.
−Removed: Any internal, market, or other developments, including those relating to our competitors or our business, that result in a negative impact on our brand or reputation or the reputation of the student loan industry or other relevant industries could have an adverse effect on our ability to originate, service, securitize, and retain Private Education Loans or other loans, as applicable, result in greater regulatory, legislative, and media scrutiny, increase our risk of litigation and regulatory sanctions or other actions, and have a material adverse effect on our financial condition and/or results of operations.
−Removed: 36 SLM CORPORATION — 2022 Form 10-K
+Added: Any internal, market, or other developments, including those relating to our competitors or our business, that result in a negative impact on our brand or reputation or the reputation of the student loan industry or other relevant industries could have an adverse effect on our ability to originate, service, sell, securitize, and retain Private Education Loans or other loans, as applicable, result in greater regulatory, legislative, and media scrutiny, increase our risk of litigation and regulatory sanctions or other actions, and have a material adverse effect on our financial condition and/or results of operations.
OPERATIONAL RISKS
4 unchanged sentences
Our loan originations and deposits and the servicing, financial, accounting, data processing, communications, or other operating systems, processes, and facilities that support them may fail to operate properly, become disabled as a result of events beyond our control, or be unable to be rapidly configured to timely address regulatory changes or other business requirements, in each case potentially adversely affecting our ability to process these transactions adequately.
−Removed: Any such failure could adversely affect our ability to service our customers, result in financial loss or liability to our customers and investors, disrupt our business, result in regulatory action or litigation, or cause reputational damage.
+Added: Any such failure could adversely affect our ability to service our customers, result in financial loss or liability to our customers and investors, disrupt our business, result in regulatory action or litigation,
+Added: 34 SLM CORPORATION — 2023 Form 10-K
+Added: or cause reputational damage.
Despite the plans we have in place from time to time, our ability to operate may be adversely affected by a disruption in the infrastructure that supports our businesses.
13 unchanged sentences
Information security risks for financial institutions and third-party service providers have increased in recent years and continue to evolve in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties, including foreign state-sponsored actors.
−Removed: These parties also may fraudulently
−Removed: 2022 Form 10-K — SLM CORPORATION 37
−Removed: induce employees, customers, and others who use our or our service providers’ systems or have access to our or our customers’ data, to gain access to our and our customers’ data or our assets.
+Added: These parties also may fraudulently induce employees, customers, and others who use our or our service providers’ systems or have access to our or our customers’ data, to gain access to our and our customers’ data or our assets.
We and our service providers face constant threats to our systems and data and from time to time experience cyberattacks and other security incidents.
4 unchanged sentences
Or, they may seek to disrupt or disable our or our service providers’ services through attacks such as denial-of-service and ransomware attacks.
−Removed: In addition, we or our service providers may be unable to identify, or may be significantly delayed in identifying, cyberattacks and incidents due to the increasing use of techniques and tools that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic artifacts.
+Added: In addition, we or our service providers may be unable to identify, or may be significantly
+Added: 2023 Form 10-K — SLM CORPORATION 35
+Added: delayed in identifying, cyberattacks and incidents due to the increasing use of techniques and tools that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic artifacts.
As a result, our computer systems, software, and networks, as well as those of third-party vendors we utilize, may be vulnerable to unauthorized access, computer viruses, malware attacks, and other events that could have a security impact beyond our control.
We also routinely transmit and receive personal, confidential, and proprietary information, some through third parties, which may be vulnerable to interception, misuse, or mishandling.
+Added: This risk may be heightened by our hybrid work environment, which may lead to unanticipated issues arising from handling personal, confidential, and other information from a less efficient work-from-home environment.
If one or more of such events occur, personal, confidential, and other information processed by, stored in, or transmitted through, our computer systems and networks, or those of third-party vendors, could be compromised or could cause interruptions or malfunctions in our or our customers’ or service providers’ operations that could result in significant losses, loss of business by us and loss of confidence in us, customer dissatisfaction, significant litigation, regulatory exposures, and harm to our reputation and brand.
3 unchanged sentences
While we seek to mitigate cyber and related risks associated with outsourcing to third-party service providers, including through our vendor management processes, both operational and technological cyber risks remain, and certain risks are beyond our security and control systems.
−Removed: Cyberattacks targeted at our service providers or in other areas of the supply chain may result in unauthorized interception, misuse, mishandling, access, acquisition, loss, or destruction of our or our customers’ data, or other cyber incidents that may affect the availability of our services, and impose costs and other liabilities that significantly and adversely affect us in the ways discussed above.
+Added: Cyberattacks targeted at our service providers or in other areas of our business chain may result in unauthorized interception, misuse, mishandling, access, acquisition, loss, or destruction of our or our customers’ data, or other cyber incidents that may affect the availability of our services, and impose costs and other liabilities that significantly and adversely affect us in the ways discussed above.
While we maintain insurance coverage that may apply to various cybersecurity risks and liabilities, there is no guarantee that any or all costs or losses incurred would be partially or fully covered.
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We depend significantly on third parties for a wide array of our operations and customer services and key components of our information technology and security infrastructures.
−Removed: Third-party vendors are significantly involved in aspects of our servicing for Private Education Loans, FFELP Loans, Bank deposit-taking activities, payroll software and systems development, data center and operations, including the timely and secure transmission of information across our data communication network, and for “cloud” computing services and other
−Removed: 38 SLM CORPORATION — 2022 Form 10-K
−Removed: telecommunications, email, processing, storage, remittance, and technology-related services in connection with our business.
+Added: Third-party vendors are significantly involved in aspects of our servicing for Private Education Loans, FFELP Loans, Bank deposit-taking activities, payroll software and systems development, data center and operations, including the timely and secure transmission of information across our data communication network, and for “cloud” computing services and other telecommunications, email, processing, storage, remittance, and technology-related services in connection with our business.
If a service provider fails to provide the services we require or expect, or fails to meet applicable regulatory or contractual requirements, such as service levels, protection of our customers’ personal and confidential information, or compliance with applicable laws, that failure could negatively impact our business by adversely affecting our ability to process customers’ transactions in a timely and accurate manner, otherwise hampering our ability to serve our customers and investors, or subjecting us to litigation and regulatory risk for matters as diverse as poor vendor oversight, improper release or protection of personal information, or release of incorrect information.
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Defending against litigation or regulatory or supervisory actions may require significant attention and resources of management and, regardless of the outcome, such actions could result in significant expenses.
−Removed: If we are a party to material litigation or regulatory or supervisory actions and if the defenses we assert are ultimately unsuccessful, or if we are unable to achieve a favorable outcome, we could be liable for large damages, penalties, or other costs or charge-offs and that could have a material adverse effect on our business, results of operations, and/or financial condition.
−Removed: Our internal controls over financial reporting and disclosure controls may be ineffective, which could have a material adverse effect on our financial condition and/or results of operations.
+Added: If we are a party to material litigation or regulatory or supervisory actions and if the defenses we assert are ultimately unsuccessful, or if we are unable to achieve a favorable outcome, we could be liable for large damages, penalties,
+Added: 36 SLM CORPORATION — 2023 Form 10-K
+Added: or other costs or charge-offs and that could have a material adverse effect on our business, results of operations, and/or financial condition.
+Added: Our internal controls over financial reporting and disclosure controls, as well as other internal controls, may be ineffective, which could have a material adverse effect on our financial condition and/or results of operations.
Our management is responsible for maintaining, regularly assessing and, as necessary, making changes to our internal controls over financial reporting and our disclosure controls.
1 unchanged sentence
Any failure or circumvention of our internal controls over financial reporting or our disclosure controls, failure to comply with rules and regulations related to such controls, or failure to make sound and appropriate application of the criteria established in the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission could have a material adverse effect on our financial condition and/or results of operations.
−Removed: Our business operations and those of our third-party vendors may be adversely impacted by political events, terrorism, cyberattacks, public health issues, natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes, business interruptions, and other unpredictable catastrophic events .
−Removed: Our business operations and those of our third-party vendors are subject to interruption by, among other things, geopolitical events, terrorism, cyberattacks, public health issues, natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes, and other unpredictable catastrophic events, which could decrease demand for our products and services or make it difficult or impossible for us to deliver a satisfactory experience to our customers.
−Removed: For instance, collateral impacts of the war between Russia and Ukraine, and the imposition of sanctions on Russia by the United States, could include potential retaliatory action by Russia in the form of cyberattacks and sanctions against other countries, as well as escalation or further spread of the conflict, which could adversely affect the global economy and markets in the United States.
+Added: Other internal controls, including fraud detection and controls, and corporate governance procedures also are based on the assumption that they can provide only reasonable, not absolute, assurances the objectives of the controls and procedures are met.
+Added: Any failure or circumvention of controls and procedures, including as a result of human error, malfeasance of employees or third parties, or other misconduct by employees or third parties, can result in legal risk and reputational harm and have a material adverse effect on our business, financial condition, and/or results of operations.
+Added: Our business operations and those of our third-party vendors may be adversely impacted by political events, terrorism, cyberattacks, public health issues (including pandemics), natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes, business interruptions, and other unpredictable catastrophic events .
+Added: Our business operations and those of our third-party vendors are subject to interruption by, among other things, geopolitical events, terrorism, cyberattacks, public health issues (including pandemics), natural disasters, severe weather, climate change, infrastructure failure or outages, labor disputes, and other unpredictable catastrophic events, which could decrease demand for our products and services or make it difficult or impossible for us to deliver a satisfactory experience to our customers.
+Added: Any of the unpredictable catastrophic events discussed above could affect the stability of our deposit base, impair the ability of our borrowers and cosigners to repay their outstanding loans, cause significant property damage, and result in loss of revenue and/or cause us to incur additional expenses.
+Added: The occurrence of any such event could have a material adverse impact on our business, financial condition, results of operations, and/or cash flows.
The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment.
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Such initiatives have been pursued with rigor under the current presidential administration.
−Removed: In March 2022, the FDIC published proposed principles for climate risk management by “large financial institutions.” Although the Bank currently does not meet the definition of a “large financial institution” with over $100 billion in total consolidated assets, if it were ever to become subject to final principles in the future, such measures could result in the implementation of significant operational changes and
−Removed: 2022 Form 10-K — SLM CORPORATION 39
−Removed: increased costs.
+Added: In October 2023, the FDIC finalized principles for climate risk management by “large financial institutions.” Although the Bank currently does not meet the definition of a “large financial institution” with over $100 billion in total consolidated assets, if it were ever to become subject to those principles in the future, such measures could result in the implementation of significant operational changes and increased costs.
We also might voluntarily choose to follow some of the principles for climate risk management in the future.
1 unchanged sentence
Given the lack of empirical data on the credit and other financial risks posed by climate change, it is impossible to predict how climate change may impact our financial condition and operations.
−Removed: Any of the unpredictable catastrophic events discussed above could affect the stability of our deposit base, impair the ability of our borrowers to repay their outstanding loans, cause significant property damage, and result in loss of revenue and/or cause us to incur additional expenses.
−Removed: The occurrence of any such event could have a material adverse impact on our business, financial condition, results of operations, and/or cash flows.
−Removed: Our ability to successfully make acquisitions is subject to significant risks, including the risk that governmental authorities may not provide any requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions may be less than anticipated.
−Removed: We may from time to time seek to acquire other financial services companies or businesses that complement our business strategy.
+Added: 2023 Form 10-K — SLM CORPORATION 37
+Added: New lines of business or new products and services may subject us to additional risks.
+Added: Additionally, our ability to successfully make acquisitions is subject to significant risks, including the risk that governmental authorities may not provide any requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions may be less than anticipated.
+Added: From time to time, we may implement or acquire new lines of business or offer new products and services, or enter into new business arrangements with third-party service providers, alternative payment providers, or other industry participants.
+Added: We may face compliance and regulatory risks in each of those cases.
+Added: We also may from time to time seek to acquire other financial services companies or businesses that complement our business strategy.
These acquisitions may be subject to regulatory approval in some instances, and no assurance can be provided that we will be able to obtain that approval in a timely manner or at all or that approval may not be subject to burdensome conditions.
1 unchanged sentence
Any failure or delay in closing an acquisition could adversely affect our reputation, business, and performance.
−Removed: Acquisitions involve numerous risks and uncertainties, including inaccurate financial and operational assumptions, incomplete or failed due diligence, lower-than-expected performance, higher-than-expected costs, difficulties related to integration, diversion of management’s attention from other business activities, adverse market or other reactions, changes in relationships with customers or counterparties, the potential loss of key personnel, and the possibility of litigation and other disputes.
+Added: Acquisitions and/or implementation of new lines of business, products, or services involve numerous risks and uncertainties, including inaccurate financial and operational assumptions, incomplete or failed due diligence, lower-than-expected performance, higher-than-expected costs, difficulties related to integration, diversion of management’s attention from other business activities, adverse market or other reactions, changes in relationships with customers or counterparties, the potential loss of key personnel, and the possibility of litigation and other disputes.
An acquisition also could be dilutive to our existing stockholders if we were to issue common stock to fully or partially pay or fund the purchase price.
−Removed: Moreover, we may not be successful in identifying appropriate acquisition candidates, integrating acquired businesses or companies, or realizing expected value from acquisitions.
+Added: Moreover, we may not be successful in identifying appropriate acquisition candidates, integrating acquired businesses or companies, or realizing expected value from acquisitions or new lines of business, products, or services.
Significant competition exists for valuable acquisition targets, and we may not be able to acquire other businesses or companies on attractive terms.
−Removed: No assurance can be given that we will pursue future acquisitions, and our ability to grow and successfully compete may be impaired if we choose not to pursue or are unable to successfully make acquisitions.
−Removed: PANDEMIC RISK
−Removed: The pandemic caused by a novel coronavirus, or COVID-19 (“COVID-19 pandemic”), and resulting adverse economic conditions have adversely impacted our business and results and, in the future, could have a more material adverse impact on our business, results of operations, financial condition, and/or cash flows.
−Removed: Any future pandemics could subject our business to the same or greater risks than the COVID-19 pandemic.
−Removed: The COVID-19 pandemic has caused significant disruption to the U.S.
−Removed: and world economies.
−Removed: As the distribution, public acceptance, and administration of COVID-19 vaccines and other therapies became more successful in 2021 and 2022, certain impacts of the pandemic on the U.S.
−Removed: and world economies lessened, yet other impacts persisted and new impacts continued to arise.
−Removed: For instance, many schools and businesses were open throughout 2022, certain supply chain disruptions lessened to some extent, yet extreme volatility in equity market valuations and the U.S.
−Removed: and world financial markets persisted.
−Removed: An environment of rapid and high economic inflation developed in the U.
−Removed: and many other countries throughout 2022, reaching the highest level in four decades, in part due to the ongoing effects of the pandemic such as supply chain shocks.
−Removed: This inflationary environment has had a significant adverse impact on consumers, businesses, governments, financial markets, and economies.
−Removed: In its effort to reduce inflationary pressures on the U.S.
−Removed: economy, the Federal Reserve Board increased interest rates numerous times and by significant amounts in 2022, which has led to interest rates equaling their highest levels in over a decade.
−Removed: As described in Part II, Item 7.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19 on Sallie Mae — Customers and Credit Performance,” in this annual report on
−Removed: 40 SLM CORPORATION — 2022 Form 10-K
−Removed: Form 10-K, during 2022 some of our borrowers experienced higher levels of financial hardship, which could lead to increased levels of delinquencies and defaults for those borrowers in the future.
−Removed: In addition, we adopted a hybrid work environment during 2022 pursuant to which our employees are able to work from home for portions of the regular work week.
−Removed: Unanticipated issues arising from handling personal, confidential, and other information from a less efficient work-from-home environment could adversely impact our operations and lead to greater risk for us.
−Removed: The extent to which the COVID-19 pandemic, including related inflationary and rising interest rate pressures, impacts our business, results of operations, financial condition, and/or cash flows will depend on future developments, which are highly uncertain and largely beyond our control, including the further impact of the pandemic and related inflationary and interest rate pressures on colleges and universities, student enrollment, and the need for Private Education Loans, and any actions taken by governmental authorities.
−Removed: There can be no assurance that colleges and universities will fully return to or remain at normal pre-pandemic operational levels, which could adversely affect enrollments and, consequently, the need for Private Education Loans.
−Removed: In addition, the impact of the COVID-19 pandemic and related inflationary and rising interest rate environment on our business, results of operations, financial condition, and/or cash flows will depend upon, among other factors:
−Removed: the scope and duration of the pandemic and related inflationary and rising interest rate environment;
−Removed: the number of our employees, customers, and vendors adversely affected by the pandemic and rising interest rate environment;
−Removed: the broader public health and economic dislocations resulting from the pandemic;
−Removed: the actions taken by governmental authorities to limit the public health, financial, and economic impacts of the COVID-19 pandemic and related inflationary and rising interest rate pressures;
−Removed: any legislative, regulatory, or executive changes that suspend or reduce payments or cancel or discharge obligations for education loan borrowers;
−Removed: any reputational damage related to the broader reception and perception of our response to the COVID-19 pandemic;
−Removed: and the impact of the COVID-19 pandemic and related inflationary and rising interest rate pressures on local, U.S., and world economies.
−Removed: In particular, any cessation by the federal government in 2023 or afterwards of its payment suspension program for borrowers of federal student loans, or the invalidation or failure of the Biden Administration’s effort to forgive up to $20,000 in federal student loan indebtedness for certain borrowers, could have a material adverse impact on our business, results of operations, financial condition, and/or cash flows if borrowers have insufficient funds to make payments on both their federal student loans and our Private Education Loans.
−Removed: Moreover, we expect that effects of the COVID-19 pandemic will heighten many of the other known risks to our business described in this Item 1A, and the impact of COVID-19 and related inflationary and rising interest rate pressures on our business could be material and adverse.
−Removed: Any additional COVID-19 outbreaks, spikes, and subsequent waves, new COVID-19 strains, and/or widespread ineffectiveness of the COVID-19 vaccines in the future could have material and adverse impacts on our business.
−Removed: In addition, any future pandemic could subject our business to the same or greater risks than the COVID-19 pandemic.
+Added: No assurance can be given that we will pursue future acquisitions, and our ability to grow and successfully compete may be impaired if we choose not to pursue or are unable to successfully make acquisitions or implement new lines of business, products, or services.
RISKS RELATED TO SPIN-OFF
8 unchanged sentences
Our Series B Preferred Stock is senior to our shares of common stock in right of payment of dividends and other distributions.
−Removed: Generally, we must be current on dividends payable to holders of our Series B Preferred Stock before
−Removed: 2022 Form 10-K — SLM CORPORATION 41
−Removed: any dividends can be paid on our common stock.
+Added: Generally, we must be current on dividends payable to holders of our Series B Preferred Stock before any dividends can be paid on our common stock.
We also must comply with certain provisions that are protective of the Series B Preferred Stock in order to effectuate any repurchases under our common stock share repurchase program.
In the event of our bankruptcy, dissolution, or liquidation, the holders of our Series B Preferred Stock must be satisfied before any distributions can be made to our common shareholders.
+Added: 38 SLM CORPORATION — 2023 Form 10-K
We may be limited in our ability to receive dividends from the Bank, pay dividends on and repurchase our common stock, and make payments on our corporate debt.
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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.