16 unchanged sentences
Nothing to report.
−Removed: 2022 Form 10-K — SLM CORPORATION 105
+Added: 94 SLM CORPORATION — 2023 Form 10-K
Directors, Executive Officers and Corporate Governance
8 unchanged sentences
The information contained in the 2024 Proxy Statement, including information appearing under “Independent Registered Public Accounting Firm” in the 2024 Proxy Statement, is incorporated herein by reference.
−Removed: 106 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION 95
Exhibits, Financial Statement Schedules
14 unchanged sentences
Oral or written requests for copies of any exhibits should be directed to the Corporate Secretary.
−Removed: 2022 Form 10-K — SLM CORPORATION 107
−Removed: 2.2 Form of Separation and Distribution Agreement by and among SLM Corporation, New BLC Corporation and Navient Corporation, dated as of April 28, 2014 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on May 2, 2014).
+Added: 96 SLM CORPORATION — 2023 Form 10-K
+Added: 2.1 Separation and Distribution Agreement by and among SLM Corporation, New BLC Corporation and Navient Corporation, dated as of April 28, 2014 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on May 2, 2014).
3.1 Restated Certificate of Incorporation of the Company, dated February 25, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on February 26, 2015).
−Removed: 3.2(i) Amended and Restated By-Laws of the Company effective June 25, 2015 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on June 29, 2015).
−Removed: 3.2(ii) Amended and Restated Bylaws of SLM Corporation, effective November 18, 2021 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on November 23, 2021).
+Added: 3.2 Amended and Restated Bylaws of SLM Corporation, effective November 18, 2021 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on November 23, 2021).
4.1 Indenture, dated as of June 17, 2015, between SLM Corporation and Deutsche Bank National Trust Company, as Trustee (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 filed on June 17, 2015).
6 unchanged sentences
4.8 Form of Senior Note due 2026 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on November 1, 2021).
−Removed: 10.1† Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (one-year restriction), 2014 Management Incentive Plan Award (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2015).
−Removed: 10.2† Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (two-year restriction), 2014 Management Incentive Plan Award (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2015).
−Removed: 10.3† Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (three-year restriction), 2014 Management Incentive Plan Award (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2015).
−Removed: 10.4† Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (one-year restriction), 2015 Management Incentive Plan Award (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).
−Removed: 10.5† Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (two-year restriction), 2015 Management Incentive Plan Award (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).
−Removed: 10.6† Form of SLM Corporation Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (three-year restriction), 2015 Management Incentive Plan Award (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).
−Removed: 10.7† Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2015 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2015).
−Removed: 10.8† Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2016 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).
−Removed: 10.9† Form of SLM Corporation 2012 Omnibus Incentive Plan, Performance Stock Unit Term Sheet - 2016 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on April 20, 2016).
−Removed: 108 SLM CORPORATION — 2022 Form 10-K
−Removed: 10.10† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement 2015 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2015).
−Removed: 10.11† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2016 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 20, 2016).
10.1† SLM Corporation Executive Severance Plan for Senior Officers, including amendments as of June 25, 2015 (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).
10 unchanged sentences
001-13251) filed on May 25, 2005).
−Removed: 10.22† Form of SLM Corporation Incentive Stock Plan Stock Option Agreement, Net-Settled, Performance Vested Options, 2009 (incorporated by reference to Exhibit 10.32 of the Company’s Annual Report on Form 10-K filed on March 2, 2009).
+Added: 2023 Form 10-K — SLM CORPORATION 97
10.11† SLM Corporation Directors Equity Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (File No.
2 unchanged sentences
333-159447) filed on May 22, 2009).
−Removed: 10.25† Form of SLM Corporation Directors Equity Plan Non-Employee Director Stock Option Agreement - 2009 (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on November 5, 2009).
−Removed: 10.26† Form of SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement, Net Settled, Time Vested Options - 2010 (incorporated by reference to Exhibit 10.
−Removed: 7 of the Company’s Quarterly Report on Form 10-Q filed on May 6, 2010).
−Removed: 10.27† Form of SLM Corporation 2009-2012 Incentive Plan Performance Stock Award Term Sheet, Time Vested - 2010 (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed on May 6, 2010).
−Removed: 10.28† Amendment to Stock Option and Restricted/Performance Stock Terms (incorporated by reference to Exhibit 10.49 of the Company’s Annual Report on Form 10-K filed on February 28, 2011).
−Removed: 10.29† Form of SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement, Net Settled, Time Vested Options - 2011 (incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K filed on February 28, 2011).
−Removed: 10.30† Form of SLM Corporation 2009-2012 Incentive Plan Restricted Stock and Restricted Stock Unit Term Sheet, Time Vested - 2011 (incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K filed on February 28, 2011).
−Removed: 10.31† Form of SLM Corporation 2009-2012 Incentive Plan, Performance Stock Unit Term Sheet - 2012 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2012).
−Removed: 2022 Form 10-K — SLM CORPORATION 109
−Removed: 10.32† Form of SLM Corporation 2009-2012 Incentive Plan, Bonus Restricted Stock Unit Term Sheet - 2012 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2012).
−Removed: 10.33† Form of SLM Corporation 2009-2012 Incentive Plan, Stock Option Agreement, Net Settled Options - 2012 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 4, 2012).
10.13† SLM Corporation 2012 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement for the 2017 Annual Meeting of Shareholders filed on April 27, 2017).
−Removed: 10.35† Form of SLM Corporation 2012 Omnibus Incentive Plan, Performance Stock Unit Term Sheet - 2013 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).
−Removed: 10.36† Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet - 2013 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).
−Removed: 10.37† Form of SLM Corporation 2012 Omnibus Incentive Plan, Stock Option Agreement, Net Settled Options-2013 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).
−Removed: 10.38† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2013 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).
−Removed: 10.39† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Stock Option Agreement - 2013 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2013).
−Removed: 10.40† Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2013 (incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K filed on February 19, 2014).
−Removed: 10.41† Letter Agreement, dated January 15, 2014 with Raymond J.
−Removed: Quinlan (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K filed on February 19, 2014).
−Removed: 10.42† SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - Raymond J.
−Removed: Quinlan Signing Award (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K filed on February 19, 2014).
−Removed: 10.43† Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet - 2014 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 12, 2014).
−Removed: 10.44† Form of SLM Corporation 2012 Omnibus Incentive Plan, Restricted Stock Unit Term Sheet - 2014 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 12, 2014).
−Removed: 10.45† Employment Agreement, dated April 21, 2014 between Laurent C.
−Removed: Lutz and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2014).
10.14† Sallie Mae Employee Stock Purchase Plan, Amended and Restated as of June 24, 2014, Including Amendments as of June 25, 2015 (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K filed on February 26, 2016).
−Removed: 10.47† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2014).
−Removed: 10.48† Letter Agreement, dated April 24, 2014, with Jeffrey Dale (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed on February 26, 2015).
−Removed: 10.49† Sallie Mae 401(k) Savings Plan (Effective as of April 30, 2014) (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed on February 26, 2015).
10.15† Restatement of the Sallie Mae 401(k) Savings Plan (Effective as of January 1, 2018) (incorporated by reference to Exhibit 10.50 of the Company’s Annual Report on Form 10-K filed on February 28, 2020).
3 unchanged sentences
10.19 Amended and Restated Loan Servicing and Administration Agreement between Sallie Mae Bank and Navient Solutions, Inc., dated as of April 30, 2014 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on May 2, 2014).
−Removed: 110 SLM CORPORATION — 2022 Form 10-K
−Removed: 10.55† Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (Three-Year Restriction), 2016 Management Incentive Plan Award (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 19, 2017).
−Removed: 10.56† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2017 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 19, 2017).
−Removed: 10.57† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2017 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 19, 2017).
−Removed: 10.58† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2017 Independent Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 19, 2017).
10.20† Agreement and Release, dated as of March 20, 2018, between the Company and the Personal Representatives of the Estate of Charles P.
3 unchanged sentences
10.23† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2018 Bonus Restricted Stock Unit Term Sheet (Three-Year Restriction), 2017 Management Incentive Plan Award (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 23, 2018).
−Removed: 10.63† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2018 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2018).
10.24† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2019 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).
1 unchanged sentence
10.26† Form of SLM Corporation 2012 Omnibus Incentive Plan, Bonus Restricted Stock Unit Term Sheet (Three-Year Restriction), 2018 Management Incentive Plan Award (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 17, 2019).
−Removed: 10.67† Form of SLM Corporation 2012 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement - 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 24, 2019).
10.27† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2020 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 22, 2020).
8 unchanged sentences
Witter Sign-On Equity Grant - 2020 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on July 22, 2020).
+Added: 98 SLM CORPORATION — 2023 Form 10-K
10.34† Offer Letter between Donna F.
3 unchanged sentences
10.37† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 21, 2021).
−Removed: 2022 Form 10-K — SLM CORPORATION 111
10.38† Form of SLM Corporation 2012 Omnibus Incentive Plan, 2021 Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 21, 2021).
5 unchanged sentences
10.44† Offer Letter between Kerri Palmer and the Company dated January 7, 2021 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on July 27, 2022).
+Added: 10.45† SLM Corporation Amended and Restated Executive Severance Plan for Senior Officers (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 21, 2023).
+Added: 10.46† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2023 Restricted Stock Unit Term Sheet (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
+Added: 10.47† Form of SLM Corporation 2021 Omnibus Incentive Plan, 2023 Performance Stock Unit Term Sheet (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
+Added: 10.48† Retention Agreement between Steven J.
+Added: McGarry and the Company dated March 2, 2023 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
+Added: 10.49† Agreement and Release between Daniel Kennedy and the Company effective March 30, 2023 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on April 26, 2023).
+Added: 10.50† Form of SLM Corporation 2021 Omnibus Incentive Plan, Independent Director Restricted Stock Agreement – 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on July 26, 2023).
+Added: 10.51† Offer Letter between Peter Graham and the Company dated August 25, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on October 25, 2023).
21.1* List of Subsidiaries.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1* Financial Restatement Compensation Recovery Policy.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
+Added: 2023 Form 10-K — SLM CORPORATION 99
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
15 unchanged sentences
(Principal Executive Officer) February 22, 2024
−Removed: /S/ STEVEN J.
−Removed: McGarry Executive Vice President and Chief Financial Officer
+Added: Graham Executive Vice President and Chief Financial Officer
(Principal Financial Officer) February 22, 2024
4 unchanged sentences
Mary Carter Warren Franke Chair of the Board of Directors February 22, 2024
+Added: /S/ JANAKI AKELLA
+Added: Janaki Akella Director February 22, 2024
SCOTT BLACKLEY
4 unchanged sentences
Lavelle Director February 22, 2024
+Added: 2023 Form 10-K — SLM CORPORATION 101
+Added: /S/ CHRISTOPHER T.
+Added: Christopher T.
+Added: Leech Director February 22, 2024
/S/ TED MANVITZ
Ted Manvitz Director February 22, 2024
−Removed: 2022 Form 10-K — SLM CORPORATION 113
/S/ JIM MATHESON
6 unchanged sentences
Strong Director February 22, 2024
+Added: /S/ SHANNON WATKINS
+Added: Shannon Watkins Director February 22, 2024
/S/ KIRSTEN O.
10 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: F-1 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-1
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of SLM Corporation and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
+Added: We have audited the accompanying consolidated balance sheets of SLM Corporation and subsidiaries (the Company) as of December 31, 2023 and December 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.
generally accepted accounting principles.
15 unchanged sentences
Assessment of the Allowance for Credit Losses related to Private Education Loans Evaluated on a Collective Basis
−Removed: As discussed in Notes 2 and 7 to the consolidated financial statements, the Company’s total allowance for credit losses as of December 31, 2022 was $1,357 million, of which $1,354 million related to the
−Removed: 2022 Form 10-K — SLM CORPORATION F- 2
−Removed: Company’s allowance for credit losses on private education loans evaluated on a collective basis (the Collective ACL).
+Added: As discussed in Notes 2 and 7 to the consolidated financial statements, the Company’s total allowance for credit losses as of December 31, 2023 was $1,340 million, of which $1,335 million related to the Company’s allowance for credit losses on private education loans evaluated on a collective basis (the Collective ACL).
For all loans carried at amortized cost, upon loan origination, the Company is required to measure the allowance for credit losses based on the estimate of all current expected credit losses over the remaining contractual term of the loans.
In determining the lifetime expected credit losses on the private education loan portfolio, the Company applies a discounted cash flow method that incorporates a probability of default model and a prepayment model.
−Removed: This method requires the Company to project future principal and interest cash flows on the loans in this portfolio following a vintage-based methodology that considers life of loan loss expectations, prepayments, defaults, recoveries, and any other adjustments deemed necessary to determine the adequacy of the allowance for credit losses.
+Added: This method requires the Company to project future principal and interest
+Added: F- 2 SLM CORPORATION — 2023 Form 10-K
+Added: cash flows on the loans in this portfolio following a vintage-based methodology that considers life of loan loss expectations, prepayments, defaults, recoveries, and any other adjustments deemed necessary to determine the adequacy of the allowance for credit losses.
In estimating current expected credit losses, the Company uses a combination of expected economic scenarios, which are weighted based upon the current economic conditions and the Company’s view of the risks of alternate outcomes.
11 unchanged sentences
We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the Collective ACL estimate, including controls over the:
−Removed: • development of the Collective ACL methodology
−Removed: • development of the probability of default model
−Removed: • continued use and appropriateness of the prepayment model
+Added: • Collective ACL methodology
• performance monitoring of the probability of default and prepayment models
• determination and measurement of the significant assumptions used in the models
+Added: • continued use and appropriateness of the probability of default model
+Added: • continued use and appropriateness of the prepayment model
• development of the individual management overlay methods and assumptions
2 unchanged sentences
In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:
−Removed: F-3 SLM CORPORATION — 2022 Form 10-K
• evaluating the Company’s Collective ACL methodology for compliance with U.S.
generally accepted accounting principles
−Removed: • evaluating judgments made by the Company relative to the development of the probability of default model and performance testing of the probability of default and prepayment models by comparing them to the relevant Company-specific metrics and trends
+Added: • evaluating judgments made by the Company relative to the performance testing of the probability of default and prepayment models by comparing them to the relevant Company-specific metrics and trends
• assessing the conceptual soundness and performance testing of the probability of default and prepayment models by inspecting the model documentation to determine whether the models are suitable for their intended use
+Added: 2023 Form 10-K — SLM CORPORATION F-3
• evaluating the selection of the economic factors used to adjust loss rates over the reasonable and supportable forecast period by comparing them to the Company’s business environment and relevant industry practices
4 unchanged sentences
February 22, 2024
−Removed: 2022 Form 10-K — SLM CORPORATION F- 4
+Added: F- 4 SLM CORPORATION — 2023 Form 10-K
Report of Independent Registered Public Accounting Firm
18 unchanged sentences
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
−Removed: F-5 SLM CORPORATION — 2022 Form 10-K
−Removed: expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of
+Added: 2023 Form 10-K — SLM CORPORATION F-5
+Added: unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
2 unchanged sentences
February 22, 2024
−Removed: 2022 Form 10-K — SLM CORPORATION F- 6
+Added: F- 6 SLM CORPORATION — 2023 Form 10-K
CONSOLIDATED BALANCE SHEETS
42 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: F-7 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-7
CONSOLIDATED STATEMENTS OF INCOME
26 unchanged sentences
Total operating expenses 619,206 551,462 518,653
−Removed: Acquired intangible assets amortization expense 7,779 — —
+Added: Acquired intangible assets impairment and amortization expense 66,364 7,779 —
Restructuring expenses — — 1,255
11 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 8
+Added: F- 8 SLM CORPORATION — 2023 Form 10-K
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
10 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: F-9 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-9
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
2 unchanged sentences
Comprehensive
−Removed: Loss Retained Earnings Treasury Stock Total Equity
+Added: Income (Loss) Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2020 2,510,696 456,729,251 ( 81,441,252 ) 375,287,999 $ 251,070 $ 91,346 $ 1,331,247 $ ( 34,200 ) $ 1,722,365 $ ( 798,993 ) $ 2,562,835
−Removed: Cumulative adjustment for the adoption of ASU No.
−Removed: 2016-13 (CECL)
−Removed: — — — — — — — — ( 952,639 ) — ( 952,639 )
−Removed: Balance at January 1, 2020 4,000,000 453,599,926 ( 32,506,562 ) 421,093,364 400,000 90,720 1,307,630 ( 12,367 ) 897,873 ( 324,659 ) 2,359,197
Net income — — — — — — — — 1,160,513 — 1,160,513
−Removed: Other comprehensive loss, net of tax — — — — — — — ( 21,833 ) — — ( 21,833 )
+Added: Other comprehensive income, net of tax — — — — — — — 16,303 — — 16,303
Total comprehensive income — — — — — — — — — — 1,176,816
4 unchanged sentences
— — — — — — — — ( 4,736 ) — ( 4,736 )
−Removed: Repurchase of Preferred Stock, series B ( 1,489,304 ) — — — ( 148,930 ) — 80,875 — — — ( 68,055 )
Dividend equivalent units related to employee stock-based compensation plans — — — — — — 530 — ( 546 ) — ( 16 )
1 unchanged sentence
Stock-based compensation expense — — — — — — 30,649 — — — 30,649
+Added: Common stock repurchased and cancelled — ( 28,502,460 ) — ( 28,502,460 ) — ( 5,700 ) ( 466,860 ) — — — ( 472,560 )
Common stock repurchased — — ( 70,246,445 ) ( 70,246,445 ) — — 174,684 — — ( 1,242,267 ) ( 1,067,583 )
2 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 10
+Added: F- 10 SLM CORPORATION — 2023 Form 10-K
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
2 unchanged sentences
Comprehensive
−Removed: Income (Loss) Retained Earnings Treasury Stock Total Equity
+Added: Loss Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2021 2,510,696 432,013,372 ( 153,056,639 ) 278,956,733 $ 251,070 $ 86,403 $ 1,074,384 $ ( 17,897 ) $ 2,817,134 $ ( 2,061,383 ) $ 2,149,711
Net income — — — — — — — — 469,014 — 469,014
−Removed: Other comprehensive income, net of tax — — — — — — — 16,303 — — 16,303
+Added: Other comprehensive loss, net of tax — — — — — — — ( 75,973 ) — — ( 75,973 )
Total comprehensive income — — — — — — — — — — 393,041
4 unchanged sentences
— — — — — — — — ( 9,029 ) — ( 9,029 )
−Removed: Dividend equivalent units related to employee stock-based compensation plans — — — — — — 530 — ( 546 ) — ( 16 )
Issuance of common shares — 3,107,768 3,107,768 — 622 618 — ( 807 ) — 433
Stock-based compensation expense — — — — — — 34,070 — 289 — 34,359
−Removed: Common stock repurchased and cancelled — ( 28,502,460 ) — ( 28,502,460 ) — ( 5,700 ) ( 466,860 ) — — — ( 472,560 )
Common stock repurchased — — ( 40,253,548 ) ( 40,253,548 ) — — — — — ( 707,742 ) ( 707,742 )
2 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: F-11 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-11
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
2 unchanged sentences
Comprehensive
−Removed: Loss Retained Earnings Treasury Stock Total Equity
+Added: Income (Loss) Retained Earnings Treasury Stock Total Equity
Balance at December 31, 2022 2,510,696 435,121,140 ( 194,445,696 ) 240,675,444 $ 251,070 $ 87,025 $ 1,109,072 $ ( 93,870 ) $ 3,163,640 $ ( 2,789,967 ) $ 1,726,970
Net income — — — — — — — — 581,391 — 581,391
−Removed: Other comprehensive loss, net of tax — — — — — — — ( 75,973 ) — — ( 75,973 )
+Added: Other comprehensive income, net of tax — — — — — — — 18,766 — — 18,766
Total comprehensive income — — — — — — — — — — 600,157
10 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 12
+Added: F- 12 SLM CORPORATION — 2023 Form 10-K
CONSOLIDATED STATEMENTS OF CASH FLOWS
12 unchanged sentences
Depreciation of premises and equipment 17,811 17,331 16,043
−Removed: Acquired intangible assets amortization expense 7,779 — —
+Added: Acquired intangible assets impairment and amortization expense 66,364 7,779 —
Stock-based compensation expense 36,380 34,461 30,649
3 unchanged sentences
Acquisition transaction costs, net 952 2,603 —
−Removed: Gain on sale of Upromise subsidiary, net — — ( 11,331 )
Other adjustments to net income, net 16,212 14,213 15,686
7 unchanged sentences
Increase (decrease) in accrued interest payable 33,480 24,986 ( 13,672 )
−Removed: Decrease in Upromise member accounts due to sale — — ( 193,840 )
Increase (decrease) in other liabilities ( 27,807 ) ( 6,473 ) 2,801
Total adjustments ( 726,028 ) ( 464,022 ) ( 1,210,035 )
−Removed: Total net cash provided by (used in) operating activities 4,992 ( 49,522 ) ( 182,669 )
+Added: Total net cash (used in) provided by operating activities ( 144,637 ) 4,992 ( 49,522 )
Investing activities
Loans acquired and originated ( 6,452,199 ) ( 6,081,389 ) ( 5,511,845 )
−Removed: Net proceeds from sales of loans held for investment 3,459,527 4,642,505 3,875,737
−Removed: Proceeds from claim payments 33,197 19,386 28,709
−Removed: Net decrease in loans held for investment 3,586,825 3,845,990 3,832,991
+Added: Net proceeds from sales of loans held for investment and loans held for sale 3,198,502 3,459,527 4,642,505
+Added: Proceeds from FFELP Loan claim payments 50,145 33,197 19,386
+Added: Net decrease in loans held for investment and loans held for sale (other than loans acquired and originated, and loan sales) 3,046,064 3,586,825 3,845,990
Purchases of available-for-sale securities ( 105,970 ) ( 753,129 ) ( 1,257,129 )
1 unchanged sentence
Purchase of subsidiary, net of cash acquired ( 14,654 ) ( 127,654 ) —
−Removed: Proceeds for sale of Upromise subsidiary, net — — 16,922
−Removed: Total net cash provided by investing activities 1,077,392 2,604,673 947,330
+Added: Total net cash (used in) provided by investing activities ( 12,460 ) 1,077,392 2,604,673
Financing activities
1 unchanged sentence
Net increase (decrease) in certificates of deposit 953,412 130,109 ( 2,130,728 )
−Removed: Net increase in other deposits 570,147 393,306 704,382
+Added: Net increase (decrease) in other deposits ( 770,485 ) 570,147 393,306
Issuance costs for collateralized borrowings ( 15 ) ( 40 ) —
1 unchanged sentence
Borrowings collateralized by loans in securitization trusts - repaid ( 1,154,269 ) ( 1,278,183 ) ( 1,143,738 )
−Removed: Repayment of borrowings under Secured Borrowing Facility — — ( 289,230 )
−Removed: Fees paid - Secured Borrowing Facility ( 2,833 ) ( 2,846 ) ( 3,256 )
−Removed: F-13 SLM CORPORATION — 2022 Form 10-K
+Added: Fees paid on Secured Borrowing Facility ( 2,868 ) ( 2,833 ) ( 2,846 )
Issuance costs for unsecured debt offering — ( 375 ) ( 1,540 )
1 unchanged sentence
Unsecured debt repaid — — ( 202,784 )
+Added: 2023 Form 10-K — SLM CORPORATION F-13
Preferred stock dividends paid ( 17,705 ) ( 9,029 ) ( 4,736 )
−Removed: Repurchase of Series B Preferred Stock — — ( 68,055 )
Common stock dividends paid ( 101,233 ) ( 112,961 ) ( 60,462 )
13 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 14
+Added: F- 14 SLM CORPORATION — 2023 Form 10-K
Organization and Business
4 unchanged sentences
We sometimes refer to the company that existed prior to the Spin-Off as “pre-Spin-Off SLM.”
−Removed: The Bank was formed in 2005 to fund and originate Private Education Loans (as hereinafter defined) on behalf of pre-Spin-Off SLM.
−Removed: While the Bank first originated Private Education Loans in February 2006, pre-Spin-Off SLM continued to purchase a portion of its Private Education Loans from third-party lending partners through mid-2009.
−Removed: With some minor exceptions, the Bank became the sole originator of Private Education Loans for pre-Spin-Off SLM beginning with the 2009-2010 academic year, the first academic year following the launch of the Bank’s Smart Option Student Loan program in mid-2009.
Our primary business is to originate and service loans we make to students and their families to finance the cost of their education.
We use “Private Education Loans” to mean education loans to students or their families that are not made, insured, or guaranteed by any state or federal government.
−Removed: Private Education Loans do not include loans insured or guaranteed under the Federal Family Education Loan Program (“FFELP Loans”).
+Added: Private Education Loans do not include loans insured or guaranteed under the previously existing Federal Family Education Loan Program (“FFELP Loans”).
The core of our marketing strategy is to generate Private Education Loan originations by promoting our products on campuses through the financial aid offices as well as through online and direct marketing to students and their families.
The Bank is regulated by the Utah Department of Financial Institutions (the “UDFI”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Consumer Financial Protection Bureau (the “CFPB”).
−Removed: F-15 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-15
Significant Accounting Policies
16 unchanged sentences
We classify those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the residual classes, which we classify as trading investments recorded at fair value with changes recorded through earnings.
−Removed: We also hold an investment in a debt security that is classified as a trading investment.
−Removed: We recorded the initial investment at cost and subsequently measure the investment at fair value with changes in market value recorded through earnings.
Available-for-Sale Investments
−Removed: Investments consisted of mortgage-backed securities, Utah Housing Corporation bonds, and U.S.
+Added: Our available-for-sale investments consist of mortgage-backed securities, Utah Housing Corporation bonds, and U.S.
government-sponsored enterprises and Treasury securities.
5 unchanged sentences
If any credit impairment exists, an allowance for losses is established for the amount of the unrealized loss that is determined to be credit-related.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 16
+Added: F- 16 SLM CORPORATION — 2023 Form 10-K
Significant Accounting Policies (Continued)
4 unchanged sentences
Loans Held for Investment
−Removed: Loans, consisting of Private Education Loans, FFELP Loans, and our suite of credit cards (“Credit Cards”) that we have the ability and intent to hold for the foreseeable future, are classified as held for investment, and are carried at amortized cost.
+Added: Loans, consisting of Private Education Loans and FFELP Loans, that we have the ability and intent to hold for the foreseeable future, are classified as held for investment, and are carried at amortized cost.
Amortized cost includes the unamortized premiums, discounts, and capitalized origination costs and fees, all of which are amortized to interest income as discussed under “Loan Interest Income.” Loans that are held for investment are reported net of an allowance for credit losses.
−Removed: At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale as we plan to sell our Credit Card portfolio.
−Removed: For additional information, see Notes to Consolidated Financial Statements, Note 6, “Loans Held for Sale.”
+Added: At September 30, 2022, we transferred the portfolio of our former suite of credit cards (“Credit Cards”) from loans held for investment to loans held for sale as we planned to sell the portfolio.
+Added: In May 2023, we sold our Credit Card loan portfolio to a third party.
+Added: This transaction qualified for sale treatment and removed the balance of the loans from our balance sheet on the settlement date.
+Added: For additional information, see Notes to Consolidated Financial Statements, Note 6, “Loans Held for Sale” in this Form 10-K.
Loans Held for Sale
1 unchanged sentence
Loans are classified as held for sale when we have the intent and ability to sell such loans.
−Removed: Loans which are held-for-sale do not have the associated premium, discount, and capitalized origination costs and fees amortized into interest income.
+Added: Loans that are held for sale do not have the associated premium, discount, and capitalized origination costs and fees amortized into interest income.
When a decision has been made to sell loans not previously classified as held for sale, such loans are transferred into the held for sale classification and carried at the lower of amortized cost basis (which excludes any allowance for credit losses) or fair value.
At the time of the transfer to the held for sale classification, any amount by which the amortized cost basis exceeds fair value is accounted for as a valuation allowance.
−Removed: In addition, once a loan is classified as held-for-sale, we reverse any allowance for loan loss applicable to these loans.
+Added: In addition, once a loan is classified as held for sale, we reverse any allowance for loan loss applicable to that loan.
As market conditions permit, we may sell or securitize loans as a source of financing for other loans.
8 unchanged sentences
Allowance for Credit Losses
−Removed: Adoption of CECL
−Removed: On January 1, 2020, we adopted the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standard Update (“ASU”) No.
−Removed: 2016-13, “Financial Instruments-Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments” (“CECL”).
−Removed: Under this guidance, for all loans carried at amortized cost, upon loan origination we are required to measure our allowance for credit losses based on our estimate of all current expected credit losses over the remaining contractual term of the assets.
−Removed: Updates to that estimate each period are recorded through provision expense.
−Removed: The estimate of loan losses must be based on historical experience, current conditions, and reasonable and supportable forecasts.
−Removed: The ASU does not mandate the use of any specific method for estimating credit loss, permitting companies to use judgment in selecting the approach that is most appropriate in their circumstances.
−Removed: F-17 SLM CORPORATION — 2022 Form 10-K
−Removed: Significant Accounting Policies (Continued)
−Removed: Adoption of the standard had a material impact on how we record and report our financial condition and results of operations, and on regulatory capital.
−Removed: The following table illustrates the impact of the cumulative effect adjustment made upon adoption of CECL on January 1, 2020:
−Removed: January 1, 2020
−Removed: (Dollars in thousands) As reported under CECL Pre-CECL Adoption Impact of CECL Adoption
−Removed: Allowance for credit losses:
−Removed: Private Education Loans $ 1,435,130 $ 374,300 $ 1,060,830
−Removed: FFELP Loans 4,485 1,633 2,852
−Removed: Personal Loans 145,060 65,877 79,183
−Removed: Credit Cards 290 102 188
−Removed: Total $ 1,584,965 $ 441,912 $ 1,143,053
−Removed: Deferred tax asset $ 415,540 $ 109,369 $ 306,171
−Removed: Allowance for credit losses:
−Removed: Off-balance sheet exposures $ 118,239 $ 2,481 $ 115,758
−Removed: Retained Earnings $ 897,873 $ 1,850,512 $ ( 952,639 )
−Removed: This transition adjustment shown above is inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.
−Removed: Under regulations issued by the FDIC and other federal banking agencies, banking organizations that adopted CECL during the 2020 calendar year, including the Bank, could elect to delay for two years, and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology.
−Removed: The Bank elected to use this option.
−Removed: Therefore, the regulatory capital impact of the Bank’s transition adjustments recorded on January 1, 2020 from the adoption of CECL, and 25 percent of the ongoing impact of CECL on the Bank’s allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes (collectively, the “adjusted transition amounts”), were deferred for the two-year period ending January 1, 2022.
−Removed: On January 1, 2022, 25 percent of the adjusted transition amounts were phased in for regulatory capital purposes.
−Removed: On January 1 of each year from 2023 to 2025, the adjusted transition amounts will continue to be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.
−Removed: For additional information, see Note 19, “Regulatory Capital.”
−Removed: Allowance for Credit Losses
We maintain an allowance for credit losses for the lifetime expected credit losses on loans in our portfolios, as well as for future loan commitments, at the reporting date.
3 unchanged sentences
These cash flows are discounted at the loan’s effective interest rate to calculate the present value of those cash flows.
−Removed: Management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments.
−Removed: The difference between the present value of those cash flows
+Added: Management adjusts the effective interest rate used to discount
2023 Form 10-K — SLM CORPORATION F-17
Significant Accounting Policies (Continued)
−Removed: and the amortized cost basis of the underlying loans is the allowance for credit losses.
+Added: expected cash flows to incorporate expected prepayments.
+Added: The difference between the present value of those cash flows and the amortized cost basis of the underlying loans is the allowance for credit losses.
Entities that measure credit losses based on the present value of expected future cash flows are permitted to report the entire change in present value as credit loss expense, but may alternatively report the change in present value due to the passage of time as interest income.
−Removed: We have elected to report the entire change in present value as provision for credit loss expense.
+Added: We have elected to report the entire change in present value as credit loss expense.
In determining the loss rates used for the vintage-based approach, we start with our historical loss rates, stratify the loans within each vintage, and then adjust the loss rates based upon economic factors forecasted over a reasonable and supportable forecast period.
The reasonable and supportable forecast period is meant to represent the period in which we believe we can estimate the impact of forecasted economic factors in our expected losses.
−Removed: At the end of the reasonable and supportable forecast period, we immediately revert our forecast of expected losses to our historical averages.
+Added: At the end of the reasonable and supportable forecast period, we immediately revert our forecasted economic factors to long-term historical loss conditions.
We use a two-year reasonable and supportable forecast period, although this period is subject to change as our view evolves on our ability to reasonably forecast economic conditions to estimate future losses.
5 unchanged sentences
We use historical experience and economic forecasts to estimate future prepayment speeds.
−Removed: As with our loss forecasts, at the end of the two-year reasonable and supportable forecast for prepayments, we immediately revert to our historical long-term prepayment rates.
+Added: At the end of the two-year reasonable and supportable forecast for prepayments, we immediately revert to our historical long-term prepayment rates.
In addition to the above modeling approach, we also take certain other qualitative factors into consideration when calculating the allowance for credit losses, which could result in management overlays (increases or decreases to the allowance for credit losses).
−Removed: These management overlays can encompass a broad array of factors not captured by model inputs, including but not limited to, changes in lending policies and procedures, including changes in underwriting standards, changes in servicing policies, collection administration practices, state law changes that could impact servicing and collection practices, charge-offs, recoveries not already included in the analysis, the effect of other external factors such as legal and regulatory requirements on the level of estimated current expected credit losses, the performance of the model over time versus actual losses, and any other operational or regulatory changes that could affect our estimate of future losses.
+Added: These management overlays can encompass a broad array of factors not captured by model inputs, including but not limited to, changes in lending policies and procedures, including changes in underwriting standards, changes in servicing policies and collection administration practices, state law changes that could impact servicing and collection practices, charge-offs, recoveries not already included in the analysis, the effect of other external factors such as legal and regulatory requirements on the level of estimated current expected credit losses, the performance of the model over time versus actual losses, and any other operational or regulatory changes that could affect our estimate of future losses.
The evaluation of the allowance for credit losses is inherently subjective, as it requires material estimates that may be susceptible to significant changes.
8 unchanged sentences
Below we describe in further detail our policies and procedures for the allowance for credit losses as they relate to our Private Education Loan and FFELP Loan portfolios.
−Removed: During the third quarter of 2022, we reclassified our Credit Card loan portfolio to loans held-for-sale, as we plan to exit and sell our credit card business.
−Removed: During the third quarter of 2020, we sold our entire Personal Loan portfolio.
+Added: During the third quarter of 2022, we reclassified our Credit Card loan portfolio to loans held for sale and subsequently sold the Credit Card portfolio to a third party in May 2023.
+Added: F- 18 SLM CORPORATION — 2023 Form 10-K
+Added: Significant Accounting Policies (Continued)
Allowance for Private Education Loan Losses
3 unchanged sentences
These dates can change based upon many factors.
−Removed: F-19 SLM CORPORATION — 2022 Form 10-K
−Removed: Significant Accounting Policies (Continued)
−Removed: information regarding projected graduation dates from a third-party clearinghouse.
+Added: We receive information regarding projected graduation dates from a third-party clearinghouse.
The separation from school date is updated quarterly based on updated information received from the clearinghouse.
12 unchanged sentences
We monitor and update these credit quality indicators in the analysis of the adequacy of our allowance for credit losses on a quarterly basis.
−Removed: We collect on defaulted loans through a mix of in-house collectors, third-party collectors, and sales to third-parties.
−Removed: For December 31, 2022 and 2021, we used both an estimate of recovery rates from in-house collections as well as expectations of future sales of defaulted loans to estimate the timing and amount of future recoveries on charged-off loans.
+Added: In the second quarter of 2023, we changed how we collect on defaulted loans.
+Added: Previously, we used a mix of in-house collectors and sales to third parties.
+Added: We will continue to sell a segment of defaulted loans immediately after charge-off but will no longer sell retained defaulted loans (that have been subject to internal collection attempts for six months) to third parties and instead will continue our collection efforts using in-house collectors and third-party collectors.
+Added: This improved our estimate of recovery rates for the year ended December 31, 2023.
+Added: When we estimate the timing and amount of future recoveries on charged-off loans, we no longer include expectations of future sales on retained defaulted loans.
+Added: We continue to monitor how we collect on defaulted loans and may modify the approach from time to time based on performance, industry conventions, and/or regulatory feedback.
+Added: For December 31, 2022, we used both an estimate of recovery rates from in-house collections as well as expectations of future sales of defaulted loans to estimate the timing and amount of future recoveries on charged-off loans.
Private Education Loans generally do not require borrowers to begin principal and interest repayment until at least six months after the borrowers have graduated or otherwise separated from school.
Consequently, the loss estimates for these loans are generally low while the borrower is in school and then increase upon the end of the grace period after separation from school.
−Removed: At both December 31, 2022 and 2021, 24 percent of the principal balance of the Private Education Loan portfolio was related to borrowers who were then in an in-school (fully deferred), grace, or other deferment status and not required to make payments.
−Removed: Our collection policies for Private Education Loans allow for periods of nonpayment for certain borrowers requesting an extended grace period upon leaving school or experiencing temporary difficulty meeting payment obligations.
−Removed: This is referred to as forbearance and is considered in estimating the allowance for credit losses.
+Added: At December 31, 2023 and 2022, 25 percent and 24 percent, respectively, of the principal balance of the Private Education Loan portfolio was related to borrowers who were then in an in-school (fully deferred), grace, or other deferment status and not required to make payments.
+Added: Our collection policies for Private Education Loans allow for periods of nonpayment (forbearance) for certain borrowers requesting an extended grace period upon leaving school or experiencing temporary difficulty meeting payment obligations.
As part of concluding on the adequacy of the allowance for credit losses for Private Education Loans, we review key allowance and loan metrics.
−Removed: The most relevant of these metrics considered are the allowance as a percentage of ending total loans and accrued interest to be capitalized and of ending loans in repayment and accrued interest to be capitalized on loans in repayment, delinquency percentages, and forbearance percentages.
+Added: The most relevant of these metrics considered are the allowance coverage of net charge-offs ratio;
+Added: the allowance as a percentage of ending total loans and accrued interest to be capitalized and of ending loans in repayment and accrued interest to be capitalized on loans in repayment;
+Added: and delinquency and forbearance percentages.
We consider a Private Education Loan to be delinquent if the borrower has not made a required payment prior to the 31st day after such payment was contractually due.
+Added: 2023 Form 10-K — SLM CORPORATION F-19
+Added: Significant Accounting Policies (Continued)
Adoption of ASU No.
2022-02, “Troubled Debt Restructurings and Vintage Disclosures”
−Removed: On March 31, 2022, the FASB issued ASU No.
+Added: On March 31, 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.
2022-02, “Troubled Debt Restructurings and Vintage Disclosures” (“ASU No.
5 unchanged sentences
Early adoption of the amendments in ASU No.
−Removed: 2022-02 is permitted if an entity has adopted CECL.
+Added: 2022-02 was permitted if an entity has adopted CECL.
The amendments should be applied prospectively.
For the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method.
−Removed: We have elected to early adopt all aspects of ASU No.
+Added: We elected to early adopt all aspects of ASU No.
2022-02 prospectively for the period beginning January 1, 2022.
1 unchanged sentence
For additional information, see Note 7, "Allowance for Credit Losses," in this Form 10–K.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 20
−Removed: Significant Accounting Policies (Continued)
−Removed: Troubled Debt Restructurings - 2021 and 2020
−Removed: In the years ended December 31, 2021 and 2020, in estimating the expected defaults for our Private Education Loans that were considered TDRs, we followed the same discounted cash flow process described above but used the historical loss rates related to past TDR loans.
+Added: Troubled Debt Restructurings - 2021
+Added: In the year ended December 31, 2021, in estimating the expected defaults for our Private Education Loans that were considered TDRs, we followed the same discounted cash flow process described above but used the historical loss rates related to past TDR loans.
The appropriate gross loss rates were determined for each individual loan by evaluating loan maturity, risk characteristics, and macroeconomic conditions.
1 unchanged sentence
Our TDR portfolio was comprised mostly of loans with interest rate reductions and loans with forbearance usage greater than three months, as further described below.
−Removed: We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations, achieve better student outcomes, and increase the collectability of the loans.
−Removed: These changes generally take the form of a temporary forbearance of payments, a temporary interest rate reduction, a temporary interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.
−Removed: When we give a borrower facing financial difficulty an interest rate reduction, we temporarily reduce the rate (currently to 4.0 percent) for a two-year period and, in the vast majority of cases, permanently extend the final maturity of the loan.
−Removed: The combination of these two loan term changes helps reduce the monthly payment due from the borrower and increases the likelihood the borrower will remain current during the interest rate modification period as well as when the loan returns to its original contractual interest rate.
+Added: We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations and achieve better student outcomes, and increase the collectability of the loans.
+Added: These changes generally take the form of a temporary forbearance of payments, a temporary or permanent interest rate reduction, a temporary or permanent interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.
+Added: Forbearance is granted prospectively for borrowers who are current in their payments and may be granted retroactively for certain delinquent borrowers.
We classified a loan as a TDR due to forbearance using a two-step process.
13 unchanged sentences
The portion of the allowance for credit losses related to future disbursements is shown as a liability on the face of the balance sheet, and related provision for credit losses is reflected on the income statement.
+Added: F- 20 SLM CORPORATION — 2023 Form 10-K
+Added: Significant Accounting Policies (Continued)
Uncollectible Interest
7 unchanged sentences
Accrued interest receivable is separately disclosed on the face of the balance sheet.
−Removed: F-21 SLM CORPORATION — 2022 Form 10-K
−Removed: Significant Accounting Policies (Continued)
−Removed: Allowance for Credit Card Loans - 2021 and 2020
−Removed: At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale as we plan to sell our Credit Card portfolio.
+Added: Allowance for Credit Card Loans
+Added: At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale as we planned to sell our Credit Card portfolio.
At that time, we reversed $ 2.4 million through the provisions for credit losses for the allowance related to these loans, when the loans were transferred to held for sale.
−Removed: For the years ended December 31, 2021 and 2020, we used the gross loss approach when estimating the allowance for credit losses for our Credit Card portfolio.
+Added: We subsequently sold the Credit Card portfolio to a third party in May 2023.
+Added: For the year ended December 31, 2021, we used the gross loss approach when estimating the allowance for credit losses for our Credit Card portfolio.
Because our Credit Card portfolio was new and we did not have sufficient historical loss experience, we used estimated loss rates reported by other financial institutions to estimate our allowance for credit losses for Credit Cards, net of expected recoveries.
−Removed: In addition, we used a model that utilizes purchased credit card information with risk characteristics similar to those of our own portfolio as a challenger model.
+Added: In addition, we used a model that utilized purchased credit card information with risk characteristics similar to those of our own portfolio as a challenger model.
We then considered any qualitative factors that may change our future expectations of losses.
−Removed: As all of our Credit Card loans are unconditionally cancelable by us, the issuer, we did not record any estimate of credit losses for unused portions of our Credit Card commitments.
Allowance for FFELP Loan Losses
10 unchanged sentences
Once the quantitative calculation is performed, we review the adequacy of the allowance for credit losses and determine if qualitative adjustments need to be considered.
−Removed: Business Combination
+Added: Business Combinations
On March 4, 2022, we completed the acquisition of the assets primarily used or held for use of Epic Research Education Services, LLC, which does business as Nitro College (“Nitro”).
2 unchanged sentences
The acquisition of the Nitro assets, including its employees and intellectual property, has expanded our digital marketing capabilities, reduced the cost to acquire customer accounts, and accelerated our progress to become a broader education solutions provider for students before, during, and immediately after college.
−Removed: The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with the FASB’s Accounting Standard Codification 805, “Business Combinations,” whereby as of the acquisition date, the acquired tangible assets and liabilities were recorded at their estimated fair values.
−Removed: The identifiable intangible assets were recorded at fair values as determined by an independent appraiser.
−Removed: The final purchase price allocation for Nitro resulted in an excess purchase price over fair value of net assets acquired, or goodwill, of $ 51 million.
−Removed: The results of operations of Nitro have been included in our consolidated financial statements since the acquisition date.
−Removed: We have not disclosed the pro forma impact of this acquisition to the results of operations for the year ended December 31, 2022, as the pro forma impact was deemed immaterial.
−Removed: Transaction costs associated with the Nitro acquisition were approximately $ 3 million and were expensed as incurred within “Other operating expenses” in the consolidated statements of income.
−Removed: Identifiable intangible assets at the acquisition date included definite life intangible assets with an aggregate fair value of approximately $ 75 million, including tradename and trademarks, customer relationships, and developed technology.
−Removed: See “— Goodwill and Acquired Intangible Assets,” and Notes to Consolidated Financial Statements, Note 10, “Goodwill and Acquired Intangible Assets” in this Form 10-K for additional details.
+Added: On July 21, 2023, we completed the acquisition of several key assets of Scholly, Inc.
+Added: Scholly is engaged in the business of operating as a scholarship publishing and servicing platform, comprised of websites and mobile application search products that offer custom recommendations for post-secondary scholarships for students, their families, and others as well as related services for scholarship providers.
+Added: The addition of Scholly assets will support our mission of providing students with the confidence needed to successfully navigate the higher education journey.
+Added: These acquisitions were accounted for as business combinations using the acquisition method of accounting in accordance with the FASB’s Accounting Standard Codification 805, “Business Combinations,” whereby as of the respective acquisition date, the acquired tangible assets and liabilities were recorded at their estimated fair values.
2023 Form 10-K — SLM CORPORATION F-21
Significant Accounting Policies (Continued)
+Added: identifiable intangible assets were recorded at fair values as determined by an independent appraiser.
+Added: The final purchase price allocation for Nitro resulted in an excess purchase price over fair value of net assets acquired, or goodwill, of $ 51 million.
+Added: The final purchase price allocation for Scholly resulted in an excess purchase price over fair value of net assets acquired, or goodwill, of $ 5 million.
+Added: The results of operations of Nitro and Scholly have been included in our consolidated financial statements since the respective acquisition dates.
+Added: We have not disclosed the pro forma impact of these acquisitions to the results of operations for the years ended December 31, 2023 and 2022, as the pro forma impacts were deemed immaterial.
+Added: Transaction costs associated with the Nitro acquisition were approximately $ 3 million and were expensed as incurred within “Other operating expenses” in the consolidated statements of income for the year ended December 31, 2022.
+Added: Transaction costs associated with the Scholly acquisition were approximately $ 1 million and were expensed as incurred within “Other operating expenses” in the consolidated statements of income for the year ended December 31, 2023.
+Added: Identifiable intangible assets at the acquisition date of Nitro included definite life intangible assets with an aggregate fair value of approximately $ 75 million, including trade name and trademarks, customer relationships, and developed technology.
+Added: In the fourth quarter of 2023 we impaired our Nitro trade name and trademarks intangible asset.
+Added: See Notes to Consolidated Financial Statements, Note 10, “Goodwill and Acquired Intangible Assets” in this Form 10-K for additional details.
+Added: Identifiable intangible assets at the acquisition date of Scholly included definite life intangible assets with an aggregate fair value of approximately $ 11 million, including trade name and trademarks, developed technology, customer relationships, and partner relationships.
+Added: See “— Goodwill and Acquired Intangible Assets,” and Notes to Consolidated Financial Statements, Note 10, “Goodwill and Acquired Intangible Assets” in this Form 10-K for additional details.
Goodwill and Acquired Intangible Assets
8 unchanged sentences
If the carrying value of the reporting unit exceeds the fair value, goodwill is impaired in an amount equal to the amount by which the carrying value exceeds the fair value of the reporting unit, but not to exceed the goodwill amount attributed to the reporting unit.
−Removed: Acquired intangible assets include trade names and trademarks, customer relationships, and developed technology.
+Added: Acquired intangible assets include trade names and trademarks, customer relationships, developed technology, and partner relationships.
Our acquired intangible assets have finite lives and are amortized over their estimated useful lives in proportion to their estimated economic benefit.
6 unchanged sentences
For retail MMDA and HYS accounts, the depositor may be required to give written notice of any intended withdrawal not less than seven days before the withdrawal is made.
+Added: F- 22 SLM CORPORATION — 2023 Form 10-K
+Added: Significant Accounting Policies (Continued)
The Bank also includes brokered CDs in its funding base.
15 unchanged sentences
When possible, we seek to validate the model’s output to market transactions.
−Removed: Depending on the availability of observable inputs and prices, different valuation
−Removed: F-23 SLM CORPORATION — 2022 Form 10-K
−Removed: Significant Accounting Policies (Continued)
−Removed: models could produce materially different fair value estimates.
+Added: Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates.
The values presented may not represent future fair values and may not be realizable.
15 unchanged sentences
For the amortization of the basis adjustments, we determine the constant effective yield necessary to apply the interest method based upon the contractual terms of the loan contract, with no consideration given to expected prepayments.
−Removed: For fixed-rate loans, when a prepayment occurs the unamortized balance of the basis adjustments is adjusted so that future amortization (based upon the contractual terms of the loan) will result in a constant effective yield equal to the original effective interest rate.
+Added: For fixed-rate loans, when a prepayment occurs the unamortized balance of the basis adjustments is adjusted so that future amortization (based upon the contractual terms of the loan) will result in a constant effective yield equal to the
+Added: 2023 Form 10-K — SLM CORPORATION F-23
+Added: Significant Accounting Policies (Continued)
+Added: original effective interest rate.
Prepayments do not result in a change in the effective interest rate of the loan.
16 unchanged sentences
We do not amortize any adjustments to the basis of loans when they are classified as held for sale.
−Removed: For loans not currently in full principal and interest repayment status or interest-only repayment status, we recognize the allowance for the portion of uncollectible interest representing amounts to be capitalized after separation from school
−Removed: 2022 Form 10-K — SLM CORPORATION F- 24
−Removed: Significant Accounting Policies (Continued)
−Removed: and the expiration of the grace period to the provisions for credit losses and classify this allowance as part of our allowance for credit losses.
+Added: For loans not currently in full principal and interest repayment status or interest-only repayment status, we recognize the allowance for the portion of uncollectible interest representing amounts to be capitalized after separation from school and the expiration of the grace period to the provisions for credit losses and classify this allowance as part of our allowance for credit losses.
The allowance for the portion of uncollectible interest on loans making full interest payments will continue to be recorded as a reduction of interest income.
1 unchanged sentence
However, if it is determined that an individual loan or pool of loans is high risk, they may be placed on nonaccrual status, which entails stopping the accrual of interest on those loans until such time that the borrower(s) have made a sufficient number of payments (typically six months) to return to accrual status.
−Removed: At December 31, 2022 and 2021, we had no loans in nonaccrual status.
+Added: At December 31, 2023, we had an immaterial amount of loans in nonaccrual status.
+Added: At December 31, 2022, we had no loans in nonaccrual status.
We recognize certain fee income (primarily late fees) on all loans when earned according to the contractual provisions of the promissory notes, as well as our expectation of collectability.
3 unchanged sentences
We incur interest expense on interest-bearing deposits comprised of non-maturity savings deposits, brokered and retail CDs, brokered and retail MMDAs, as well as unsecured and secured financings.
−Removed: Our Private Education Loan multi-lender secured borrowing facility also incurs an unused facility fee on the amount of unfunded commitments.
+Added: Our Private Education Loan multi-lender secured borrowing facility (the “Secured Borrowing Facility”) also incurs an unused facility fee on the amount of unfunded commitments.
Interest expense is recognized when amounts are contractually due and is adjusted for net payments/receipts related to qualifying interest rate swap agreements designated as hedges of interest-bearing liabilities.
Interest expense also includes the amortization of deferred gains and losses on closed qualifying hedge transactions.
−Removed: Amortization of debt issuance costs, premiums, discounts, and terminated hedge-basis adjustments are recognized using the effective interest rate method.
−Removed: Refer to Note 11, “Deposits,” and Note 12, “Borrowings” for further details of our interest-bearing liabilities.
+Added: Amortization of debt issuance costs, premiums, discounts, and terminated hedge-basis
+Added: F- 24 SLM CORPORATION — 2023 Form 10-K
+Added: Significant Accounting Policies (Continued)
+Added: adjustments are recognized using the effective interest rate method.
+Added: Refer to Note 11, “Deposits,” and Note 12, “Borrowings” in this Form 10-K for further details of our interest-bearing liabilities.
Gains on Sale of Loans, Net
We may participate and sell loans to third parties and affiliates.
−Removed: These sales may occur through whole loan sales or securitization transactions that qualify for sales treatment.
+Added: These sales may occur through whole loan sales or securitization transactions that qualify for sale treatment.
If a transfer of loans qualifies as a sale, we derecognize the loan and recognize a gain or loss as the difference between the carry basis of the loan sold and liabilities retained and the compensation received.
2 unchanged sentences
Included in other income are late fees on both Private Education Loans and FFELP Loans, which we recognize when the cash has been received, income for servicing private student loans for third parties, and changes to our tax indemnification receivable from Navient.
−Removed: Other income also includes fees related to our Credit Card program.
−Removed: At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale as we plan to sell our Credit Card portfolio.
+Added: Other income also included fees related to our Credit Card program.
+Added: At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale and subsequently sold the Credit Card portfolio to a third party in May 2023.
Securitization Accounting
10 unchanged sentences
• Owning the equity certificates of certain trusts;
−Removed: F-25 SLM CORPORATION — 2022 Form 10-K
−Removed: Significant Accounting Policies (Continued)
• The servicing of the student loan assets within the securitization trusts, on both a pre- and post-default basis;
7 unchanged sentences
Generally, the only recourse the securitization trusts have to us is in the event we breach a seller representation or warranty or our duties as master servicer and servicer, in which event we are obligated to repurchase the related loans from the trust.
+Added: We may also be responsible for indemnities in other instances for such things as willful misfeasance or bad faith.
In 2023 and 2022, we also closed several loan sales and securitization transactions that were not consolidated on our balance sheet due to the transaction having met the criteria for sales treatment, for which Sallie Mae is not the primary beneficiary.
In these transactions, we remove loans from our consolidated balance sheet and recognize any assets retained and liabilities assumed at fair value, and record a gain or loss on the transferred loans.
−Removed: Our continuing involvement in these securitization transactions mainly consists of acting as the primary servicer and holding certain retained interests.
−Removed: We provide additional information regarding these types of activities in Note 12, “Borrowings — Unconsolidated VIEs.”
+Added: Our continuing
+Added: 2023 Form 10-K — SLM CORPORATION F-25
+Added: Significant Accounting Policies (Continued)
+Added: involvement in these securitization transactions mainly consists of acting as the primary servicer and holding certain retained interests.
+Added: We provide additional information regarding these types of activities in Note 12, “Borrowings — Unconsolidated VIEs” in this Form 10-K.
Derivative Accounting
18 unchanged sentences
Cash flow hedges are designed to hedge our exposure to variability in cash flows related to variable-rate deposits.
−Removed: The assessment of the hedge’s effectiveness is performed at inception and on an
−Removed: 2022 Form 10-K — SLM CORPORATION F- 26
−Removed: Significant Accounting Policies (Continued)
−Removed: ongoing basis, using regression testing.
+Added: The assessment of the hedge’s effectiveness is performed at inception and on an ongoing basis, using regression testing.
For hedges of a pool of liabilities, tests are performed to demonstrate the similarity of individual instruments of the pool.
12 unchanged sentences
We have elected the option provided in Topic 848 to not reassess previous accounting determinations as well as the option to not dedesignate a hedging relationship due to a current or future change in a critical or contractual term related to reference rate reform, including changes in the discount rate.
−Removed: As our liabilities may begin to use alternatives to LIBOR before LIBOR is no longer published, for cash flow hedges of forecasted LIBOR based payments, we have elected the expedient offered in Topic 848 to disregard the potential change in the designated hedged interest rate risk that may occur because of reference rate reform when we assesses whether the hedged forecasted transactions are probable, in accordance with the requirements of “Derivatives and Hedging” Topic 815.
−Removed: We have also elected the expedient provided by Topic 848 to assume the reference rate will not be replaced for the remainder of the hedging relationship when assessing hedge effectiveness.
−Removed: Topic 848 allows for different elections to be made at different points in time.
−Removed: We intend to reassess our elections of optional expedients and exceptions included within Topic 848 when changes or additions are necessary.
+Added: F- 26 SLM CORPORATION — 2023 Form 10-K
+Added: Significant Accounting Policies (Continued)
+Added: As our liabilities began to use alternatives to LIBOR before LIBOR was no longer published, for cash flow hedges of forecasted LIBOR based payments, we elected the expedient offered in Topic 848 to disregard the potential change in the designated hedged interest rate risk that may occur because of reference rate reform when we assess whether the hedged forecasted transactions are probable, in accordance with the requirements of “Derivatives and Hedging” Topic 815.
+Added: We have also elected the expedient provided by Topic 848 to assume the reference rate would not be replaced for the remainder of the hedging relationship when assessing hedge effectiveness.
Stock-Based Compensation
We recognize stock-based compensation cost in our consolidated statements of income using the fair value method.
−Removed: Under this method, we determine the fair value of the stock-based compensation at the time of the grant and recognize the resulting compensation expense over the vesting period of the stock-based grant.
+Added: Under this method, we determine the fair value of the stock-based compensation at the time of the grant and recognize the resulting compensation expense over the shorter of the vesting period of the stock-based grant or the employee’s retirement eligible date.
We do not apply a forfeiture rate to our stock-based compensation expense, but rather record forfeitures when they occur.
4 unchanged sentences
In conjunction with these restructuring plans, involuntary benefit arrangements, and certain other costs that are incremental and incurred as a direct result of our restructuring plans, are classified as restructuring expenses in the accompanying consolidated statements of income.
−Removed: Restructuring expenses of $ 26 million were recorded in the year ended December 31, 2020.
−Removed: Of that total, $ 20 million related to severance benefits and $ 6 million related to other related costs, primarily legal and consulting fees.
We recorded $ 1 million in additional restructuring expenses in the year ended December 31, 2021.
4 unchanged sentences
Such benefits, including severance pay calculated based on the severance plan, medical and dental benefits, outplacement services, and continuation pay, were incurred during the year ended December 31, 2020, as a direct result of our restructuring initiative.
−Removed: F-27 SLM CORPORATION — 2022 Form 10-K
−Removed: Significant Accounting Policies (Continued)
Accordingly, such costs are classified as restructuring expenses in the accompanying consolidated statements of income.
8 unchanged sentences
In connection with the Spin-Off, we recorded a liability related to uncertain tax positions of $ 27 million for which we are indemnified by Navient.
−Removed: If there is an adjustment to the indemnified uncertain tax liability, an offsetting adjustment to the indemnification receivable will be recorded as pre-tax adjustment to other income in the income statement.
−Removed: As of the date of the Spin-Off on April 30, 2014, we recorded liabilities related to deferred taxes and uncertain tax positions and an indemnification receivable of $ 291 million.
−Removed: As of December 31, 2022, with respect to those amounts recorded at the Spin-Off, the remaining liability balance is $ 3 million (related to uncertain tax positions) and the remaining indemnification receivable balance is $ 3 million (related to uncertain tax positions).
+Added: If there is an adjustment to the indemnified uncertain tax liability, an offsetting adjustment to the indemnification receivable is recorded as pre-tax adjustment to other income in the income statement.
+Added: As of December 31, 2023, with respect to those amounts recorded at the Spin-Off, both the remaining liability balance (related to uncertain tax positions) and the remaining indemnification receivable balance (related to uncertain tax positions) were zero .
+Added: 2023 Form 10-K — SLM CORPORATION F-27
Cash and Cash Equivalents
7 unchanged sentences
As of December 31, 2023 and 2022, no funds were on deposit with the FRB under this program.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 28
Trading Investments
1 unchanged sentence
We classify those vertical risk retention interests related to the transactions as available-for-sale investments, except for the interest in the residual classes, which we classify as trading investments recorded at fair value with changes recorded through earnings.
−Removed: In the third quarter of 2022, we invested $ 5 million in a debt security classified as a trading investment and recorded the initial investment at cost.
−Removed: The investment will subsequently be measured at fair value with changes in market value recorded through earnings.
+Added: At December 31, 2022, we had a $ 5 million investment in a convertible debt security classified as a trading investment.
+Added: In March 2023, this security, and the related accrued interest, was converted into equity securities classified as investments in non-marketable securities.
At December 31, 2023 and 2022, we had $ 54 million and $ 56 million, respectively, classified as trading investments.
37 unchanged sentences
Total $ ( 58,293 ) $ 1,024,671 $ ( 153,985 ) $ 1,313,469 $ ( 212,278 ) $ 2,338,140
−Removed: As of December 31, 2022 and 2021, 191 of 194 and 60 of 180 , respectively, of our available-for-sale securities were in an unrealized loss position.
+Added: At December 31, 2023 and 2022, 213 of 248 and 191 of 194 , respectively, of our available-for-sale securities were in an unrealized loss position.
For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis.
49 unchanged sentences
Some of the mortgage-backed securities and a portion of the government securities have been pledged to the FRB as collateral against any advances and accrued interest under the Primary Credit lending program sponsored by the FRB.
−Removed: We had $ 547 million and $ 888 million par value of securities pledged to this borrowing facility at December 31, 2022 and 2021, respectively, as discussed further in Note 12, “Borrowings.”
+Added: We had $ 612 million and $ 547 million par value of securities pledged to this borrowing facility at December 31, 2023 and 2022, respectively, as discussed further in Note 12, “Borrowings” in this Form 10-K.
Other Investments
3 unchanged sentences
Because these are non-marketable securities, we use observable price changes of identical or similar securities of the same issuer, or when observable prices are not available, use market data of similar entities, in determining any changes in the value of the securities.
+Added: In March 2023, our $ 5 million investment in a convertible debt security, classified as a trading investment, and the related accrued interest were converted into equity securities and were reclassified to investments in non-marketable securities.
In the second quarter of 2021, we funded an additional investment, as part of a larger equity raise, in an issuer whose equity securities we purchased in the past.
2 unchanged sentences
In the fourth quarter of 2022, we determined that our investment in these non-marketable equity securities was impaired.
−Removed: As such, we wrote down the value based upon an estimate of the value of these securities and recorded a loss of $ 60 million in “gains (losses) on securities, net” in the consolidated
+Added: As such, we wrote down the value based upon an
F- 30 SLM CORPORATION — 2023 Form 10-K
Investments (Continued)
−Removed: statements of income in 2022.
+Added: estimate of the value of these securities and recorded a loss of $ 60 million in “gains (losses) on securities, net” in the consolidated statements of income in 2022.
At December 31, 2023 and December 31, 2022, our total investment in the non-marketable securities of this issuer was $ 14 million and $ 8 million, respectively.
7 unchanged sentences
Loans Held for Investment
−Removed: Loans held for investment consist of Private Education Loans, FFELP Loans, and Credit Cards.
−Removed: We use “Personal Loans” to mean those unsecured loans to individuals that may be used for non-educational purposes.
−Removed: We sold our entire Personal Loan portfolio in the third quarter of 2020.
−Removed: At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale because we plan to sell our Credit Card portfolio.
−Removed: For additional information, see Note 6, “Loans Held for Sale.”
+Added: Loans held for investment consist of Private Education Loans and FFELP Loans.
+Added: We use “Credit Cards” to refer to the suite of Credit Card loans that we previously held.
+Added: At September 30, 2022, we transferred our Credit Card portfolio to loans held for sale and subsequently sold the Credit Card portfolio to a third party in May 2023.
+Added: We recorded a loss of $ 4 million on the on the sale of the Credit Card portfolio in 2023.
+Added: For additional information, see Note 6, “Loans Held for Sale” in this Form 10-K.
Our Private Education Loans are made largely to bridge the gap between the cost of higher education and the amount funded through financial aid, government loans, and customers’ resources.
1 unchanged sentence
We manage this risk through risk-performance underwriting strategies and qualified cosigners.
−Removed: Private Education Loans may be fixed-rate or may carry a variable interest rate indexed to LIBOR, the London interbank offered rate, or SOFR, the Secured Overnight Financing Rate.
−Removed: As of December 31, 2022 and 2021, 45 percent and 52 percent, respectively, of all of our Private Education Loans were indexed to LIBOR or SOFR.
+Added: Private Education Loans may be fixed-rate or may carry a variable interest rate indexed to SOFR, the Secured Overnight Financing Rate.
+Added: As of December 31, 2023, 33 percent of all our Private Education Loans were indexed to SOFR.
+Added: As of December 31, 2022, 45 percent of all our Private Education Loans were indexed to LIBOR or SOFR.
We provide incentives for customers to include a cosigner on the loan, and the vast majority of Private Education Loans in our portfolio are cosigned.
5 unchanged sentences
For loans disbursed prior to October 1, 1993, we receive 100 percent reimbursement on all qualifying claims.
−Removed: In the third quarter of 2020, we sold our entire Personal Loan portfolio, including $ 697 million of principal and $ 7 million in accrued interest, which resulted in a $ 43 million reduction to our provision for credit losses in that period.
In 2021, we recognized $ 548 million in gains from the sale of approximately $ 4.24 billion of our Private Education Loans, including $ 3.98 billion of principal and $ 264 million in capitalized interest, to unaffiliated third parties.
In 2022, we recognized $ 328 million in gains from the sale of approximately $ 3.34 billion of our Private Education Loans, including $ 3.13 billion of principal and $ 217 million in capitalized interest, to unaffiliated third parties.
−Removed: In 2022, we recognized $ 328 million in gains from the sale of approximately $ 3.34 billion of our Private Education Loans, including $ 3.13 billion of principal and $ 217 million in capitalized interest, to unaffiliated third parties.
+Added: In 2023, we recognized $ 164 million in gains from the sale of approximately $ 3.15 billion of our Private Education Loans, including $ 2.93 billion of principal and $ 226 million in capitalized interest, to an unaffliated third party.
There were VIEs created in the execution of certain of these loan sales;
2 unchanged sentences
We remained the servicer of these loans pursuant to applicable servicing agreements executed in connection with the sales.
−Removed: For additional information, see Note 12, “Borrowings - Unconsolidated VIEs.”
+Added: For additional information, see Note 12, “Borrowings - Unconsolidated VIEs” in this Form 10-K.
2023 Form 10-K — SLM CORPORATION F-31
14 unchanged sentences
Total FFELP Loans, net 534,064 607,155
−Removed: Credit Cards (fixed-rate) — 25,014
−Removed: Deferred origination costs and unamortized premium/ (discount) — 222
−Removed: Allowance for credit losses — ( 2,281 )
−Removed: Total Credit Cards, net — 22,955
Loans held for investment, net $ 20,306,357 $ 19,626,868
−Removed: The estimated weighted average life of education loans in our portfolio was approximately 5.0 years and 4.7 years at December 31, 2022 and 2021, respectively.
−Removed: The average balance and the respective weighted average interest rates of loans in our portfolio are summarized as follows:
+Added: The estimated weighted average life of education loans in our portfolio was approximately 5.0 years at both December 31, 2023 and 2022.
+Added: The average balance and the respective weighted average interest rates of loans in our portfolio (net of unamortized premium/discount) are summarized as follows:
2023 2022 2021
2 unchanged sentences
FFELP Loans 574,218 7.19 662,194 4.62 718,186 3.43
−Removed: Personal Loans — — — — 582,552 12.43
Credit Cards (1)
+Added: — — — — 14,982 4.67
Total portfolio $ 21,613,919 $ 21,238,931 $ 21,701,229
+Added: (1) Credit Card loans were transferred to loans held for sale at September 30, 2022 and were subsequently sold to a third party in May 2023.
F- 32 SLM CORPORATION — 2023 Form 10-K
1 unchanged sentence
Certain Collection Tools — Private Education Loans
−Removed: We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations and achieve better student outcomes, and increase the collectability of the loan.
−Removed: These changes generally take the form of a temporary forbearance of payments, a temporary interest rate reduction, a temporary interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.
+Added: We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations and achieve better student outcomes, and increase the collectability of the loans.
+Added: These changes generally take the form of a temporary forbearance of payments, a temporary or permanent interest rate reduction, a temporary or permanent interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.
Forbearance is granted prospectively for borrowers who are current in their payments and may be granted retroactively for certain delinquent borrowers.
18 unchanged sentences
We typically grant disaster forbearance to affected borrowers in increments of up to three months at a time, but the disaster forbearance granted generally does not apply toward the 12-month forbearance limit described below.
−Removed: During COVID-19, our customers experienced higher levels of financial hardship, which initially led to higher levels of forbearance.
−Removed: We expect for some customers financial hardship may lead to higher levels of delinquencies and defaults in the future, as borrowers who had received disaster forbearance from us re-enter repayment status.
−Removed: Beginning in June 2021, we stopped granting disaster forbearance in response to the COVID-19 pandemic.
−Removed: As borrowers in the various delinquency buckets exited disaster forbearance and began to enter repayment, we experienced elevated levels of losses on this segment of our customers.
Management continually monitors our credit administration practices and may periodically modify these practices based upon performance, industry conventions, and/or regulatory feedback.
−Removed: In light of these considerations, we previously announced certain planned changes to our credit administration practices, including the imposition of limits on the number of forbearance months granted consecutively and the number of times certain extended or reduced repayment alternatives may be granted.
−Removed: Prior to implementation of the previously announced changes, borrowers could receive consecutive forbearance grants without intervening payments of principal and interest, if they satisfied all eligibility requirements.
−Removed: We commenced testing in October 2019 for some of the previously announced planned changes on a very small percentage of our total portfolio and in March 2020 we began to expand the number of borrowers who would be subject to the new credit administration practices.
−Removed: However, due to the COVID-19 pandemic, in April 2020 we postponed our efforts so that we could be more flexible in dealing with our customers’ financial hardship.
−Removed: In October 2020, we re-initiated a
−Removed: 2022 Form 10-K — SLM CORPORATION F- 34
−Removed: Loans Held for Investment (Continued)
−Removed: multi-phased deployment of certain previously announced credit administration practices changes.
−Removed: In October 2021, we announced additional planned changes to our credit administration practices, which we implemented in December 2021.
+Added: In light of these considerations, we previously announced certain changes to our credit administration practices, including the imposition of limits on the number of forbearance months granted consecutively and the number of times certain extended or reduced repayment alternatives may be granted.
Currently, we generally grant forbearance in increments of one to two months at a time, for up to 12 months over the life of the loan, although disaster forbearance and certain assistance we grant to borrowers who are still in school do not apply toward the 12-month limit.
4 unchanged sentences
We also offer rate and term modifications to customers experiencing more severe hardship.
−Removed: Currently, we temporarily reduce the contractual interest rate on a loan to 4 percent for a two-year period and, in the vast majority of cases, permanently extend the final maturity date of the loan.
+Added: In the fourth quarter of 2023, we developed additional modification programs tailored to the financial condition of individual borrowers.
+Added: 2023 Form 10-K — SLM CORPORATION F-33
+Added: Loans Held for Investment (Continued)
+Added: to these additional modification programs, for our borrowers experiencing the most severe financial conditions, we currently may reduce the contractual interest rate on a loan to as low as 2.0 percent for the remaining life of the loan and also permanently extend the final maturity of the loan.
+Added: Other borrowers experiencing severe hardship may not require as much assistance, however, given their circumstances.
+Added: In those instances, we may reduce the contractual interest rate on a loan to a rate greater than 2.0 percent, and up to 8.0 percent, for a temporary period of up to two to four years, and in some instances may also permanently extend the final maturity of the loan.
+Added: When we give a borrower facing financial difficulty an interest rate reduction under our programs, we evaluate their ability to pay and provide customized repayment terms based upon their financial condition.
As part of demonstrating the ability and willingness to pay, the customer must make three consecutive monthly payments at the reduced payment to qualify for the program.
−Removed: The combination of the rate reduction and maturity extension helps reduce the monthly payment due from the borrower and increases the likelihood the borrower will remain current during the interest rate modification period as well as when the loan returns to its original contractual interest rate.
−Removed: We currently limit the granting of a permanent extension of the final maturity date of the loan under our loan modification program to one time over the life of the loan.
−Removed: We also currently permit two consecutive rate reductions to 4.0 percent so long as the borrower qualifies and makes three consecutive monthly payments at the reduced payment in connection with each rate reduction.
−Removed: We currently require 12 months of positive payment performance after the interest rate adjusts upward to its previous rate (at the end of the rate reduction periods) before the borrower may be eligible for a forbearance or certain other repayment alternatives, however.
+Added: We believe by tailoring the modification programs to the borrower’s current financial condition and not having a one size fits all approach, we increase the likelihood the borrower will be able to make the modified payments and avoid default.
+Added: This approach of giving different interest rate reductions to different borrowers experiencing more severe hardship also helps us better manage the overall assistance we provide to borrowers.
+Added: We currently limit the granting of a permanent extension of the final maturity date of a loan under our loan modification programs to one time over the life of the loan.
+Added: We also currently permit two consecutive rate reductions so long as the borrower qualifies and makes three consecutive monthly payments at the reduced payment in connection with each rate reduction.
We also now limit the number of interest rate reductions to twice over the life of the loan.
1 unchanged sentence
For 2021, we increased our allowance for credit losses as a result of the new credit administration practices.
−Removed: In the fourth quarter of 2022, we further increased our allowance for credit losses to reflect higher expected future periodic defaults in both the near term (reasonable and supportable period) and long term.
−Removed: This change reflects our estimate that the elevated default rates experienced in the latter half of 2022 will continue into 2023 and then decline over time.
+Added: In 2022, we further increased our allowance for credit losses to reflect higher expected future periodic defaults in both the near term (reasonable and supportable period) and long term.
+Added: This change reflected our estimate that the elevated default rates experienced in the latter half of 2022 that continued into 2023 would eventually decline over time.
Among the measures that we have implemented and may modify further and expect may partly offset or moderate any acceleration of or increase in defaults will be greater focus on the risk assessment process to ensure borrowers are mapped to the appropriate program, better utilization of existing loss mitigation programs (e.g., Graduated Repayment Period program (“GRP”) and rate modifications), the use of a program offering short-term payment reductions (permitting interest-only payments for up to six months) for certain early-stage delinquencies, and implementation of potential new risk mitigation and collection strategies.
−Removed: The full impact of these changes to our collections practices described above will only be realized over the long term.
−Removed: When we calculated the allowance for credit losses under CECL at December 31, 2022, our loan loss reserves were significantly affected because we expect the life of loan defaults on our overall Private Education Loan portfolio to increase, in part as a result of the changes to our credit administration practices described above.
We expect to learn more about how our borrowers are reacting to these changes to our credit administration practices and, as we analyze such reactions, we will continue to refine our estimates of the impact of those changes on our allowance for credit losses.
2 unchanged sentences
As of December 31, 2023 and 2022, we had $ 151 million and $ 135 million, respectively, of Private Education Loans held for investment and $ 45 million and $ 68 million, respectively, of FFELP Loans held for investment which were more than 90 days delinquent that continue to accrue interest.
−Removed: At December 31, 2022 and 2021, we had no loans in nonaccrual status.
+Added: At December 31, 2023, we had an immaterial amount of loans in nonaccrual status.
+Added: At December 31, 2022, we had no loans in nonaccrual status.
Borrower-in-Custody Arrangements
1 unchanged sentence
Under these arrangements, we can pledge FFELP Loans or Private Education Loans to the FRB to secure any advances and accrued interest generated under the Primary Credit program at the FRB.
−Removed: As of December 31, 2022 and 2021, we had $ 2.7 billion and $ 2.9 billion, respectively, of
−Removed: F-35 SLM CORPORATION — 2022 Form 10-K
−Removed: Loans Held for Investment (Continued)
−Removed: Private Education Loans pledged to this borrowing facility, as discussed further in Note 12, “Borrowings.” We did not have any FFELP Loans pledged at December 31, 2022 or 2021.
+Added: As of December 31, 2023 and 2022, we had $ 1.4 billion and $ 2.7 billion, respectively, of Private Education Loans pledged to this borrowing facility, as discussed further in Note 12, “Borrowings” in this Form 10-K.
+Added: We did not have any FFELP Loans pledged at December 31, 2023 or 2022.
Loans Held for Investment by Region
At December 31, 2023 and 2022, 43.5 percent and 43.1 percent, respectively, of total education loans were concentrated in the following states:
+Added: F- 34 SLM CORPORATION — 2023 Form 10-K
+Added: Loans Held for Investment (Continued)
As of December 31, 2023 2022
7 unchanged sentences
No other state had a concentration of total education loans in excess of 5 percent of the aggregate outstanding education loans held for investment.
−Removed: (In 2021, the concentration of education loans in Florida was less than 5 percent.)
Loans Held for Sale
−Removed: We had $ 29 million in loans held for sale at December 31, 2022 and no loans held for sale at December 31, 2021.
+Added: We had no loans held for sale at December 31, 2023 and $ 29 million in loans held for sale at December 31, 2022.
The balance at December 31, 2022 was comprised of our Credit Card loan portfolio.
−Removed: At September 30, 2022, we reversed $ 2.4 million through the provisions for credit losses for the allowance related to these loans, when the loans were transferred from held for investment to held for sale.
+Added: At September 30, 2022, when the loans were transferred to held for sale, we reversed $ 2.4 million through the provisions for credit losses for the allowance related to these loans.
At September 30, 2022, we wrote down this loan portfolio to its estimated fair value through a charge-off to the allowance for credit losses of $ 1.5 million.
+Added: In May 2023, we sold our Credit Card loan portfolio to a third party.
+Added: This transaction qualified for sale treatment and removed the balance of the loans from our balance sheet on the settlement date.
+Added: We recorded a loss of $ 4 million related to the sale in the second quarter of 2023.
Allowance for Credit Losses
2 unchanged sentences
We believe the allowance for credit losses is appropriate to cover lifetime expected losses incurred in the loan portfolios.
−Removed: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses, — Allowance for Private Education Loan Losses, — Allowance for FFELP Loan Losses, — Allowance for Credit Card Loans - 2021 and 2020,” for a more detailed discussion.
+Added: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses, — Allowance for Private Education Loan Losses, — Allowance for FFELP Loan Losses, — Allowance for Credit Card Loans,” for a more detailed discussion.
2023 Form 10-K — SLM CORPORATION F-35
29 unchanged sentences
Allowance as a percentage of the ending total loan balance and accrued interest to be capitalized (5)
+Added: 0.87 % 6.01 %
Allowance as a percentage of the ending loans in repayment and accrued interest to be capitalized on loans in repayment (4)(5)
21 unchanged sentences
FFELP Loans 2,224
−Removed: Credit Cards 929
Provisions for credit losses reported in consolidated statements of income $ 345,463
(3) For the year ended December 31, 2023, there were no allowance for credit losses, loans, or accrued interest to be capitalized balances that were individually evaluated for impairment.
−Removed: (4) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.
−Removed: (5) Accrued interest to be capitalized on loans in repayment includes interest on loans that are in repayment but have not yet entered into full principal and interest repayment status after any applicable grace period (but, for purposes of the table, does not include the interest on those loans while they are in forbearance).
+Added: (4) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).
+Added: (5) Accrued interest to be capitalized on Private Education Loans only.
+Added: (6) Accrued interest to be capitalized on loans in repayment includes interest on loans that are in repayment but have not yet entered into full principal and interest repayment status after any applicable grace period (but, for purposes of the table, does not include interest on those loans while they are in forbearance).
F- 36 SLM CORPORATION — 2023 Form 10-K
18 unchanged sentences
Ending Balance $ 3,444 $ 1,353,631 $ — $ 1,357,075
−Removed: Ending balance:
−Removed: individually evaluated for impairment $ — $ 47,712 $ — $ 47,712
+Added: Allowance (3) :
Ending balance:
1 unchanged sentence
Ending balance:
−Removed: individually evaluated for impairment $ — $ 1,057,665 $ — $ 1,057,665
−Removed: Ending balance:
collectively evaluated for impairment $ 609,050 $ 20,303,688 $ — $ 20,912,738
1 unchanged sentence
Ending balance:
−Removed: individually evaluated for impairment $ — $ — $ — $ —
−Removed: Ending balance:
collectively evaluated for impairment $ — $ 936,837 $ — $ 936,837
2 unchanged sentences
Allowance as a percentage of the ending total loan balance and accrued interest to be capitalized (5)
+Added: 0.57 % 6.37 % — %
Allowance as a percentage of the ending loans in repayment and accrued interest to be capitalized on loans in repayment (4)(5)
23 unchanged sentences
Provisions for credit losses reported in consolidated statements of income $ 633,453
−Removed: (3) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.
+Added: (3) For the year ended December 31, 2022, there were no allowance for credit losses, loans, or accrued interest to be capitalized balances that were individually evaluated for impairment.
+Added: (4) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).
+Added: (5) Accrued interest to be capitalized on Private Education Loans only.
(6) Accrued interest to be capitalized on loans in repayment includes interest on loans that are in repayment but have not yet entered into full principal and interest repayment status after any applicable grace period (but, for purposes of the table, does not include interest on those loans while they are in forbearance).
4 unchanged sentences
Loans Private Education
−Removed: Loans Personal
Allowance for Credit Losses
Beginning balance $ 4,378 $ 1,355,844 $ 1,501 $ 1,361,723
−Removed: Day 1 adjustment for the adoption of CECL 2,852 1,060,830 79,183 188 1,143,053
−Removed: Balance at January 1, 2020 4,485 1,435,130 145,060 290 1,584,965
Transfer from unfunded commitment liability (1)
9 unchanged sentences
Net charge-offs ( 321 ) ( 200,097 ) ( 344 ) ( 200,762 )
−Removed: Loan sales — — ( 108,534 ) — ( 108,534 )
Ending Balance $ 4,077 $ 1,158,977 $ 2,281 $ 1,165,335
15 unchanged sentences
Allowance as a percentage of the ending total loan balance and accrued interest to be capitalized (4)
+Added: 0.59 % 5.35 % 9.12 %
Allowance as a percentage of the ending loans in repayment and accrued interest to be capitalized on loans in repayment (3)(4)
20 unchanged sentences
Other impacts to the provisions for credit losses:
−Removed: Personal Loans ( 2,431 )
FFELP Loans 20
Credit Cards 1,124
−Removed: Total ( 691 )
Provisions for credit losses reported in consolidated statements of income $ ( 32,957 )
−Removed: (3) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period.
−Removed: (4) Accrued interest to be capitalized on loans in repayment includes interest on loans that are in repayment but have not yet entered into full principal and interest payment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).
+Added: (3) Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).
+Added: (4) Accrued interest to be capitalized on Private Education Loans only.
+Added: (5) Accrued interest to be capitalized on loans in repayment includes interest on loans that are in repayment but have not yet entered into full principal and interest payment status after any applicable grace period (but, for purposes of the table, does not include interest on those loans while they are in forbearance).
F- 38 SLM CORPORATION — 2023 Form 10-K
1 unchanged sentence
Private Education Loans Allowance for Credit Losses - Forecast Assumptions
−Removed: In the fourth quarter of 2022, we changed our loss model to include forecasts of college graduate unemployment, home price index, and median family income in determining the adequacy of the allowance for credit losses.
+Added: In the fourth quarter of 2022, we changed our loss model to include forecasts of college graduate unemployment, retail sales, and median family income in determining the adequacy of the allowance for credit losses.
Prior to this change, we used forecasts of college graduate unemployment and the Consumer Price Index in our loss forecasting models.
4 unchanged sentences
Management reviews both the scenarios and their respective weightings each quarter in determining the allowance for credit losses.
−Removed: Provision for credit losses for the year ended December 31, 2022 was $ 633 million, compared with a negative provision of $ 33 million in the year-ago period.
−Removed: During 2022, the provision for credit losses was primarily affected by new loan commitments made during the period, slower prepayment rates, and additional management overlays, which were partially offset by negative provisions recorded related to $ 3.34 billion in Private Education Loans sold in 2022, and the adoption of a new loss model that included a reduction in the long-term estimate of losses after the reasonable and supportable period.
−Removed: Management overlays increased in 2022 due to several factors, including additional provisions arising from our expectation of higher future losses related to the previously announced credit administration practices changes we implemented in 2021, “gap year” loans, a shortage and lack of tenured collections staff, and other operational challenges we experienced in 2022.
−Removed: We expect the lack of tenured collections staff and operational challenges to persist into 2023 and, to a lesser extent, 2024.
+Added: Provision for credit losses for the year ended December 31, 2023 was $ 345 million, compared with $ 633 million in the year-ago period.
+Added: During 2023, the provision for credit losses was primarily affected by new loan commitments, net of expired commitments, slower prepayment rates, management overlays, and changes in economic outlook, which were partially offset by $ 205 million in negative provisions recorded as a result of the approximately $ 3.15 billion in Private Education Loans sales during 2023 and an increase in recovery rates (as a result of the change in our defaulted loan recovery process).
+Added: In the year-ago period, the provision for credit losses was primarily affected by new loan commitments made during the period, slower than expected prepayment rates, and additional management overlays, which were partially offset by negative provisions recorded related to $ 3.34 billion in Private Education Loans sold in 2022 and the adoption of a new loss model that included a reduction in the long-term estimate of losses after the reasonable and supportable period.
+Added: Management overlays increased in 2022 due to several factors, including additional provisions for our expectation of higher future losses related to the previously announced credit administration practices changes we implemented in 2021, “gap year” loans, a shortage and lack of tenured collections staff, and other operational challenges we experienced in 2022.
“Gap year” loans refer to loans to borrowers who took a “gap year” during the COVID-19 pandemic and entered full principal and interest repayment status starting in late 2021 and early 2022.
Losses on these “gap year” loans were higher than expected and contributed to the higher provision expense recorded in 2022 to cover the higher-than-expected losses.
−Removed: In the year-ago period, the provision for credit losses was favorably affected by improved economic forecasts in 2021 and faster prepayments speeds.
−Removed: In addition, during the first quarter of 2021, we increased our estimates of future prepayment speeds during both the two-year reasonable and supportable period as well as the remaining term of the underlying loans.
−Removed: The faster estimated prepayment speeds reflected the significant improvement in economic forecasts as well as the implementation of an updated prepayment speed model in the first quarter of 2021.
+Added: As part of concluding on the adequacy of the allowance for credit losses, we review key allowance and loan metrics.
+Added: The most significant of these metrics considered are the allowance coverage of net charge-offs ratio;
+Added: the allowance as a percentage of ending total loans and accrued interest to be capitalized and of ending loans in repayment and accrued interest to be capitalized on loans in repayment;
+Added: and delinquency and forbearance percentages.
Loan Modifications to Borrowers Experiencing Financial Difficulty
6 unchanged sentences
We adjust the terms of loans for certain borrowers when we believe such changes will help our customers manage their student loan obligations and achieve better student outcomes, and increase the collectability of the loans.
−Removed: These changes generally take the form of a temporary forbearance of payments, a temporary interest rate reduction, a temporary interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.
−Removed: When we give a borrower facing financial difficulty an interest rate reduction, we temporarily reduce the contractual interest rate on a loan to 4.0 percent for a two-year period and, in the vast majority of cases, permanently extend the final maturity date of the loan.
−Removed: The combination of these two loan term changes helps reduce the monthly payment due from the borrower and increases the likelihood the borrower will remain current during the interest rate modification period as well as when the loan returns to its original contractual interest rate.
−Removed: Within the Private Education Loan portfolio, we deem loans greater than 90 days past due as nonperforming.
−Removed: FFELP Loans are at least 97 percent guaranteed as to their principal and accrued interest by the federal government in the event of default and, therefore, we do not deem FFELP Loans as nonperforming from a credit risk perspective at any point in their life cycle prior to claim payment and continue to accrue interest on those loans through the date of claim.
+Added: These changes generally take the form of a temporary forbearance of payments, a temporary or permanent interest rate reduction, a temporary or permanent interest rate reduction with a permanent extension of the loan term, and/or a short-term extended repayment alternative.
+Added: Forbearance is granted prospectively for borrowers who are current in their payments and may be granted retroactively for certain delinquent borrowers.
+Added: When we give a borrower facing financial difficulty an interest rate reduction under our programs, we evaluate their ability to pay and provide customized repayment terms based upon their financial condition.
+Added: As part of demonstrating the ability and willingness to pay, the customer must make three consecutive monthly payments at the reduced payment to qualify for the program.
+Added: We believe by tailoring the modification programs to the borrower’s current financial condition and not having a one size fits all approach, we increase the likelihood the borrower will be able to make the modified payments and avoid default.
+Added: This approach of giving different interest rate reductions to different borrowers experiencing more severe hardship also helps us better manage the overall assistance we provide to borrowers.
+Added: We currently limit the
2023 Form 10-K — SLM CORPORATION F-39
Allowance for Credit Losses (Continued)
−Removed: For additional information, see Note 2, “Significant Accounting Policies —Allowance for Credit Losses.”
+Added: granting of a permanent extension of the final maturity date of a loan under our loan modification programs to one time over the life of the loan.
+Added: We also currently permit two consecutive rate reductions so long as the borrower qualifies and makes three consecutive monthly payments at the reduced payment in connection with each rate reduction.
+Added: We also now limit the number of interest rate reductions to twice over the life of the loan.
+Added: Within the Private Education Loan portfolio, we deem loans greater than 90 days past due as nonperforming.
+Added: FFELP Loans are at least 97 percent guaranteed as to their principal and accrued interest by the federal government in the event of default and, therefore, we do not deem FFELP Loans as nonperforming from a credit risk perspective at any point in their life cycle prior to claim payment and continue to accrue interest on those loans through the date of claim.
+Added: For additional information, see Note 2, “Significant Accounting Policies —Allowance for Credit Losses” in this Form 10-K.
Under our current forbearance practices, temporary forbearance of payments is generally granted in one -to- two month increments, for up to 12 months over the life of the loan, with 12 months of positive payment performance by a borrower required between grants (meaning the borrower must make payment in a cumulative amount equivalent to 12 monthly required payments under the loan).
7 unchanged sentences
For purposes of this disclosure, we do not consider them modifications of loans to borrowers experiencing financial difficulty and they therefore are not included in the tables below.
−Removed: The following table shows the amortized cost basis at the end of the reporting period of the loans to borrowers experiencing financial difficulty that were modified during the period from January 1, 2022 (the effective date of our adoption of ASU No.
−Removed: 2022-02) through the end of the reporting period, disaggregated by class of financing receivable and type of modification.
+Added: The following tables show the amortized cost basis at the end of the respective reporting period of the loans to borrowers experiencing financial difficulty that were modified during the period, disaggregated by class of financing receivable and type of modification.
When we approve a Private Education Loan at the beginning of an academic year, we do not always disburse the full amount of the loan at the time of approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters).
6 unchanged sentences
Total $ 48,637 0.22 % $ 331,889 1.48 %
−Removed: The following table describes the financial effect of the modifications made to loans whose borrowers are experiencing financial difficulty:
+Added: F- 40 SLM CORPORATION — 2023 Form 10-K
+Added: Allowance for Credit Losses (Continued)
+Added: Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Year Ended December 31, 2022
+Added: (dollars in thousands) Interest Rate Reduction Combination - Interest Rate Reduction and Term Extension
+Added: Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable
+Added: Private Education Loans $ 30,569 0.14 % $ 295,547 1.37 %
+Added: Total $ 30,569 0.14 % $ 295,547 1.37 %
+Added: The following tables describe the financial effect of the modifications made to loans whose borrowers are experiencing financial difficulty:
+Added: Year Ended December 31, 2023
Interest Rate Reduction Combination - Interest Rate
4 unchanged sentences
Reduced average contractual rate from 12.92 % to 4.00 %
+Added: Year Ended December 31, 2022
+Added: Interest Rate Reduction Combination - Interest Rate
+Added: Reduction and Term Extension
+Added: Loan Type Financial Effect Loan Type Financial Effect
+Added: Private Education Loans Reduced average contractual rate from 11.12 % to 4.00 %
+Added: Private Education Loans Added a weighted average 10.40 years to the life of loans
+Added: Reduced average contractual rate from 10.57 % to 4.00 %
Private Education Loans are charged off at the end of the month in which they reach 120 days delinquent or otherwise when the loans are classified as a loss by us or our regulator.
Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.
−Removed: F-41 SLM CORPORATION — 2022 Form 10-K
+Added: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses — Allowance for Private Education Loan Losses, and — Allowance for FFELP Loan Losses” in this Form 10-K for a more detailed discussion.
+Added: 2023 Form 10-K — SLM CORPORATION F-41
Allowance for Credit Losses (Continued)
−Removed: “Significant Accounting Policies — Allowance for Credit Losses — Allowance for Private Education Loan Losses, and — Allowance for FFELP Loan Losses” in this Form 10-K for a more detailed discussion.
−Removed: The following table provides the amount of financing receivables whose borrowers were experiencing financial difficulty and had a payment default and were modified during the period from January 1, 2022 (the effective date of our adoption of ASU No.
−Removed: 2022-02) through the end of the reporting period.
+Added: For the current period presented, the following table provides loan modifications for which a payment default occurred in the relevant period presented and within 12 months of the loan receiving a loan modification.
+Added: Additionally, for the current period presented, the table summarizes charge-offs occurring in the relevant period presented and within 12 months of the loan receiving a loan modification.
We define payment default as 60 days past due for purposes of this disclosure.
−Removed: Year Ended December 31, 2022 (dollars in thousands) Modified Loans (1)(2)
+Added: Year Ended December 31, 2023 Year Ended December 31, 2022
+Added: (Dollars in thousands) Modified Loans (1)(2)
Payment Default (3)
+Added: Charge-Offs (4)
+Added: Modified Loans (1)(2)
+Added: Payment Default (3)
+Added: Charge-Offs (4)
Private Education Loans $ 28,972 $ 30,862 $ 8,070 $ 22,925 $ 22,621 $ 6,331
Total $ 28,972 $ 30,862 $ 8,070 $ 22,925 $ 22,621 $ 6,331
−Removed: (1) Represents amortized cost basis of loans that have been modified.
+Added: (1) Represents period-end amortized cost basis of loans that have been modified and for which a payment default occurred in the relevant period presented and within 12 months of receiving a modification (or within the reporting period, for the loans shown in in the year-ago period, as the case may be).
(2) For the year ended December 31, 2023, the modified loans include $ 24.8 million of interest rate reduction and term extension loan modifications and $ 4.2 million of interest rate reduction only loan modifications.
+Added: For the year ended December 31, 2022, the modified loans include $ 20.6 million of interest rate reduction and term extension loan modifications and $ 2.3 million of interest rate reduction only loan modifications.
+Added: (3) Represents the unpaid principal balance at the time of payment default.
+Added: (4) Represents the unpaid principal balance at the time of charge off.
We closely monitor performance of the loans to borrowers experiencing financial difficulty that are modified to understand the effectiveness of the modification efforts.
−Removed: The following table depicts the performance of loans that have been modified during the period from January 1, 2022 (the effective date of our adoption of ASU No.
−Removed: 2022-02) through the end of the reporting period.
+Added: The following table depicts the performance of loans that have been modified during the respective reporting periods (the full years 2023 and 2022, respectively).
Payment Status (Amortized Cost Basis)
8 unchanged sentences
Total $ 6,843 $ 334,967 $ 17,205 $ 7,689 $ 13,822 $ 380,526
+Added: Payment Status (Amortized Cost Basis)
+Added: At December 31, 2022
+Added: (dollars in thousands) Deferment (1)
+Added: Current (2)(3)
+Added: Past Due (2)(3)
+Added: Past Due (2)(3)
+Added: 90 Days or Greater
+Added: Past Due (2)(3)
+Added: Private Education Loans $ 7,698 $ 289,134 $ 13,859 $ 8,809 $ 6,616 $ 326,116
+Added: Total $ 7,698 $ 289,134 $ 13,859 $ 8,809 $ 6,616 $ 326,116
(1) Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make full principal and interest payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation).
Deferment also includes loans that have entered a forbearance after the loan modification was granted.
−Removed: (2) Loans in repayment include loans on which borrowers are making full principal and interest payments after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).
+Added: (2) For purposes of this table, loans in repayment only include loans on which borrowers are making full principal and interest payments after any applicable grace period (but, for purposes of the table, do not include those loans while they are in forbearance).
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 42
+Added: F- 42 SLM CORPORATION — 2023 Form 10-K
Allowance for Credit Losses (Continued)
4 unchanged sentences
The FICO scores are assessed at original approval and periodically refreshed/updated through the loan’s term.
−Removed: The following tables highlight the gross principal balance of our Private Education Loan portfolio (held for investment), by year of origination, stratified by key credit quality indicators.
+Added: The following tables highlight the gross principal balance of our Private Education Loan portfolio (held for investment), by year of origination approval, stratified by key credit quality indicators.
As of December 31, 2023
5 unchanged sentences
Total $ 4,490,119 $ 5,088,739 $ 2,937,422 $ 1,819,089 $ 1,632,300 $ 5,058,175 $ 21,025,844 100 %
−Removed: FICO at Origination (2) :
+Added: FICO at Origination Approval (2) :
Less than 670 $ 328,199 $ 395,526 $ 208,696 $ 118,935 $ 137,494 $ 451,613 $ 1,640,463 8 %
29 unchanged sentences
(5) Current period refers to period from January 1, 2023 through December 31, 2023.
−Removed: F-43 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-43
Allowance for Credit Losses (Continued)
6 unchanged sentences
Total $ 4,276,533 $ 4,547,159 $ 2,584,622 $ 2,172,660 $ 1,615,842 $ 5,106,872 $ 20,303,688 100 %
−Removed: FICO at Origination (2) :
+Added: FICO at Origination Approval (2) :
Less than 670 $ 326,991 $ 307,646 $ 158,606 $ 177,098 $ 143,674 $ 439,587 $ 1,553,602 8 %
29 unchanged sentences
(5) Current period refers to period from January 1, 2022 through December 31, 2022.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 44
+Added: F- 44 SLM CORPORATION — 2023 Form 10-K
Allowance for Credit Losses (Continued)
Delinquencies - Private Education Loans Held for Investment
−Removed: The following tables provide information regarding the loan status of our Private Education Loans held for investment, by year of origination.
+Added: The following tables provide information regarding the loan status of our Private Education Loans held for investment, by year of origination approval.
Loans in repayment include loans on which borrowers are making interest only or fixed payments, as well as loans that have entered full principal and interest repayment status after any applicable grace period (but, for purposes of the following tables, do not include those loans while they are in forbearance).
26 unchanged sentences
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: F-45 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-45
Allowance for Credit Losses (Continued)
26 unchanged sentences
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 46
+Added: F- 46 SLM CORPORATION — 2023 Form 10-K
Allowance for Credit Losses (Continued)
23 unchanged sentences
Loans in forbearance as a percentage of loans in repayment and forbearance 0.5 % 1.9 % 2.1 % 2.3 % 2.5 % 2.1 % 1.9 %
−Removed: (1) For some students, going back to school in the fall of 2020 was not an option because of the pandemic, or for other reasons.
−Removed: Therefore, some students took a “gap year” before returning to school.
−Removed: In 2020, for those students that had unexpectedly separated from school, we provided an extension of time through fall 2021 to re-enroll, before beginning their grace period that occurs prior to entering full principal and interest repayment status.
−Removed: At December 31, 2020, the loans in the “in-school/grace/deferment” category above include $ 401 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who then received such extension of time from us to re-enroll before beginning their grace period.
−Removed: At December 31, 2020, the loans in the “in forbearance” category above include $ 30 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who then received such extension of time from us to re-enroll before beginning their grace period.
−Removed: At December 31, 2020, the loans in the “in repayment” category above include $ 609 million of Private Education Loans whose borrowers did not return to school in the fall of 2020 and who then received such extension of time from us to re-enroll before beginning their grace period.
−Removed: This program ended in September 2021.
(1) Deferment includes customers who have returned to school or are engaged in other permitted educational activities and are not yet required to make payments on the loans (e.g., residency periods for medical students or a grace period for bar exam preparation).
1 unchanged sentence
(3) The period of delinquency is based on the number of days scheduled payments are contractually past due.
−Removed: F-47 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-47
Allowance for Credit Losses (Continued)
4 unchanged sentences
The accrued interest on these loans will be capitalized to the balance of the loans when the borrower exits the grace period after separation from school, and the current expected credit losses on accrued interest that will be capitalized is included in our allowance for credit losses.
−Removed: The allowance for uncollectible interest shown below represents the expected losses related to the portion of accrued interest receivable on those loans that are in repayment but have not yet entered into full principal and interest repayment status after any applicable grace period.
−Removed: The allowance for this portion of interest is included in our allowance for credit losses.
Private Education Loans
6 unchanged sentences
December 31, 2022 $ 1,177,562 $ 6,609 $ 8,121
−Removed: (1) The allowance for uncollectible interest at December 31, 2022 and 2021 represents the expected losses related to the portion of accrued interest receivable on those loans that are in repayment (at December 31, 2022 and 2021, relates to $ 240 million and $ 240 million, respectively, of accrued interest receivable that is not expected to be capitalized).
−Removed: The accrued interest receivable that is expected to be capitalized ($ 937 million and $ 947 million at December 31, 2022 and 2021, respectively) is reserved in the allowance for credit losses.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 48
+Added: (1) The allowance for uncollectible interest at December 31, 2023 and 2022 represents the expected losses related to the portion of accrued interest receivable on those loans that are in repayment (at December 31, 2023 and 2022, relates to $ 151 million and $ 240 million, respectively, of accrued interest receivable) that is/was not expected to be capitalized.
+Added: The accrued interest receivable that is/was expected to be capitalized ($ 1.2 billion and $ 937 million at December 31, 2023 and 2022, respectively) is reserved in the allowance for credit losses.
+Added: F- 48 SLM CORPORATION — 2023 Form 10-K
Unfunded Loan Commitments
2 unchanged sentences
We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us.
−Removed: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses, — Off-Balance Sheet Exposure for Contractual Loan Commitments” for additional information.
+Added: See Note 2, “Significant Accounting Policies — Allowance for Credit Losses, — Off-Balance Sheet Exposure for Contractual Loan Commitments” in this Form 10-K for additional information.
At December 31, 2023, we had $ 2.2 billion of outstanding contractual loan commitments that we expect to fund during the remainder of the 2023/2024 academic year.
3 unchanged sentences
Beginning Balance $ 124,924 $ 1,995,808 $ 72,713 $ 1,776,976 $ 110,044 $ 1,673,018
−Removed: Day 1 adjustment for the adoption of CECL — — — — 115,758 —
−Removed: Balance at January 1 72,713 1,776,976 110,044 1,673,018 118,239 1,910,603
Provision/New commitments - net (1)
308,275 6,602,803 396,521 6,180,805 264,324 5,512,841
−Removed: Other provision items 31,162 — 31,502 — 954 —
Transfer - funded loans (2)
2 unchanged sentences
(1) Net of expirations of commitments unused.
+Added: Also includes incremental provision for new commitments and changes to provision for existing commitments.
(2) When a loan commitment is funded, its related liability for credit losses (which originally was recorded as a provision for unfunded commitments) is transferred to the allowance for credit losses.
3 unchanged sentences
The amount we expect to fund and use in our calculation of the reserve for unfunded commitments will change period to period based upon the loan characteristics of the underlying commitments.
−Removed: F-49 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-49
Premises and Equipment, net
11 unchanged sentences
Goodwill and Acquired Intangible Assets
+Added: We recorded as goodwill the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired as part of the Nitro acquisition in the first quarter of 2022 and the Scholly acquisition in the third quarter of 2023.
At December 31, 2023, we had $ 56 million in total goodwill.
+Added: See Notes to Consolidated Financial Statements, Note 2, “Significant Accounting Policies — Business Combination,” in this Form 10-K for additional details on our acquisitions of Nitro and Scholly.
+Added: Goodwill is not amortized but is tested periodically for impairment.
+Added: We test goodwill for impairment annually in the fourth quarter of the year, or more frequently if we believe that indicators of impairment exist.
+Added: As a part of the 2023 annual impairment testing, we conducted a quantitative impairment test of goodwill associated with our education business services reporting unit.
+Added: We utilized the income approach to estimate the fair value of the reporting unit.
+Added: The income approach measures the value of the reporting unit’s future economic benefit determined by its discounted cash flows derived from our reporting unit’s internal forecast.
+Added: Based on the quantitative analysis, we determined that the fair value of the reporting unit exceeded its carrying value.
+Added: Thus, no impairment charges were recorded during the year ended December 31, 2023.
Acquired Intangible Assets
−Removed: Our intangible assets include acquired tradename and trademarks, customer relationships, and developed technology.
+Added: Our intangible assets include acquired trade name and trademarks, customer relationships, developed technology, and partner relationships.
+Added: We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
+Added: In the fourth quarter of 2023, we determined that it was more likely than not that the Nitro trade name and trademark assets would not be used as originally intended due to changes in business strategy and, therefore, no longer held value.
+Added: As a result, the Company performed an impairment review and wrote down the Nitro trade name and trademark to zero, which resulted in the recognition of a non-cash pre-tax impairment loss of $ 56 million.
+Added: That impairment loss was recorded to acquired intangible assets impairment and amortization expense.
+Added: F- 50 SLM CORPORATION — 2023 Form 10-K
+Added: Goodwill and Acquired Intangibles Assets (Continued)
Acquired intangible assets include the following:
−Removed: December 31, 2022
+Added: December 31, 2023 December 31, 2022
(Dollars in thousands) Useful Life
(in years) (1)
−Removed: Cost Basis Accumulated Amortization Net
−Removed: Tradename and trademarks 10 $ 68,470 $ ( 5,706 ) $ 62,764
+Added: Cost Basis Accumulated Amortization Net Cost Basis Accumulated Amortization Net
+Added: Trade name and trademarks (2)(3)
+Added: 4.0 $ 6,040 $ ( 629 ) $ 5,411 $ 68,470 $ ( 5,706 ) $ 62,764
Customer relationships (2)
+Added: 4.6 8,920 ( 4,013 ) 4,907 5,670 ( 1,723 ) 3,947
Developed technology (2)
+Added: 3.5 2,590 ( 908 ) 1,682 1,260 ( 350 ) 910
+Added: Partner relationships 2.5 730 ( 122 ) 608 — — —
Total acquired intangible assets $ 18,280 $ ( 5,672 ) $ 12,608 $ 75,400 $ ( 7,779 ) $ 67,621
−Removed: (1) The weighted average useful life of acquired intangible assets related to the Nitro acquisition is 9.51 years.
−Removed: We recorded amortization of acquired intangible assets totaling approximately $ 8 million in the year ended December 31, 2022.
−Removed: There was no amortization of acquired intangible assets recorded in the years ended December 31, 2021 and 2020, respectively.
+Added: (1) The weighted average useful life of acquired intangible assets related to the Nitro acquisition is 4.3 years and the weighted average useful life of the acquired intangible assets related to the Scholly acquisition is 3.9 years.
+Added: (2) Trade name and trademarks, customer relationships, and developed technology at December 31, 2023 include $ 6 million, $ 3 million, and $ 1 million, respectively, related to the Scholly acquisition.
+Added: (3) In 2023, we fully impaired the Nitro trade name and trademarks asset for $ 56 million.
+Added: We recorded amortization of acquired intangible assets totaling approximately $ 10 million and $ 8 million in the years ended December 31, 2023 and 2022, respectively.
We will continue to amortize our intangible assets with definite useful lives over their remaining estimated useful lives.
−Removed: We estimate amortization expense associated with these intangible assets will be approximately $ 9 million, $ 8 million, $ 8 million, $ 7 million, and $ 7 million in 2023, 2024, 2025, 2026, and 2027, respectively.
+Added: We estimate amortization expense associated with these intangible assets will be approximately $ 5 million, $ 4 million, $ 3 million, and $ 1 million in 2024, 2025, 2026, and 2027.
2023 Form 10-K — SLM CORPORATION F-51
7 unchanged sentences
Interest bearing deposits as of December 31, 2023 and 2022 consisted of retail and brokered non-maturity savings deposits, retail and brokered non-maturity MMDAs, and retail and brokered CDs.
−Removed: Interest bearing deposits include deposits from Educational 529 and Health Savings plans that diversify our funding sources and add deposits we consider to be core.
+Added: Interest bearing deposits also include deposits from Educational 529 and Health Savings plans that diversify our funding sources and that we consider to be core.
These and other large omnibus accounts, aggregating the deposits of many individual depositors, represented $ 7.6 billion of our deposit total as of December 31, 2023, compared with $ 8.0 billion at December 31, 2022.
29 unchanged sentences
2023 Form 10-K — SLM CORPORATION F-53
−Removed: Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term ABS program and our Private Education Loan multi-lender secured borrowing facility (the “Secured Borrowing Facility”).
+Added: Outstanding borrowings consist of unsecured debt and secured borrowings issued through our term ABS program and our Secured Borrowing Facility.
The issuing entities for those secured borrowings are VIEs and are consolidated for accounting purposes.
15 unchanged sentences
Short-term Borrowings
−Removed: Unsecured Debt
−Removed: On November 15, 2021, we redeemed our $ 200 million, 5.125 percent Senior Notes due April 5, 2022.
−Removed: The Senior Notes were redeemed at 101.39 percent of their principal amount, plus the accrued and unpaid interest thereon through the redemption date.
−Removed: As a result of the redemption, we recognized a $ 3 million loss on the transaction.
−Removed: These Senior Notes redeemed in the fourth quarter of 2021 were classified as short-term borrowings in April of 2021, and are included in the average table below.
−Removed: At December 31, 2022, and December 31, 2021, there were no borrowings outstanding classified as short-term.
Secured Financings
7 unchanged sentences
Short-term borrowings have a remaining term to maturity of one year or less.
−Removed: The following table summarizes the outstanding short-term borrowings, the weighted average interest rates at the end of the period, and the related average balance and weighted average interest rates during the period.
The Secured Borrowing Facility’s contractual maturity is two years from the date of inception or renewal (one-year revolving period plus a one-year amortization period);
however, we classify advances under our Secured Borrowing Facility as short-term borrowings because it is our intention to repay those advances within one year.
−Removed: F-53 SLM CORPORATION — 2022 Form 10-K
−Removed: Borrowings (Continued)
−Removed: December 31, 2022 Year Ended
−Removed: December 31, 2022
−Removed: (Dollars in thousands) Ending Balance Weighted Average
−Removed: Interest Rate Average Balance Weighted Average
−Removed: Interest Rate
−Removed: Short-term borrowings:
−Removed: Floating-rate borrowings $ — — % $ — — %
−Removed: Fixed-rate borrowings (1)
−Removed: Total short-term borrowings $ — — % $ — — %
−Removed: Maximum outstanding at any month end $ —
−Removed: December 31, 2021 Year Ended
−Removed: December 31, 2021
−Removed: (Dollars in thousands) Ending Balance Weighted Average
−Removed: Interest Rate Average Balance Weighted Average
−Removed: Interest Rate (1)
−Removed: Short-term borrowings:
−Removed: Floating-rate borrowings $ — — % $ — — %
−Removed: Fixed-rate borrowings (1)
−Removed: — — 122,396 5.78
−Removed: Total short-term borrowings $ — — % $ 122,396 5.78 %
−Removed: Maximum outstanding at any month end $ 199,651
−Removed: (1) Included in floating-rate borrowings is the Secured Borrowing Facility, which also incurs a non-use fee based upon the facility’s maximum borrowing limit of $ 2 billion, for both 2022 and 2021, which is applied to the unfunded balance.
+Added: For the years ended December 31, 2023 and 2022, there were no outstanding short-term borrowings.
+Added: The Secured Borrowing Facility also incurs a non-use fee based upon the facility’s maximum borrowing limit of $ 2 billion, for both 2023 and 2022, which is applied to the unfunded balance.
The facility non-use fee was 55 basis points and 45 basis points in 2023 and 2022, respectively.
5 unchanged sentences
At December 31, 2023, the outstanding balance was $ 495 million.
+Added: F- 54 SLM CORPORATION — 2023 Form 10-K
+Added: Borrowings (Continued)
Secured Financings
2023 Transactions
+Added: On March 15, 2023, we executed our $ 579 million SMB Private Education Loan Trust 2023-A term ABS transaction, which was accounted for as a secured financing.
+Added: We sold $ 579 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 572 million of gross proceeds.
+Added: The Class A and Class B notes had a weighted average life of 5.06 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.53 percent.
+Added: On December 31, 2023, $ 591 million of our Private Education Loans, including $ 551 million of principal and $ 40 million in capitalized interest, were encumbered because of this transaction.
On August 16, 2023, we executed our $ 568 million SMB Private Education Loan Trust 2023-C term ABS transaction, which was accounted for as a secured financing.
1 unchanged sentence
The Class A and Class B notes had a weighted average life of 4.93 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.69 percent.
−Removed: At December 31, 2022, $ 635 million of our Private Education Loans, including $ 597 million of principal and $ 38 million in capitalized interest, were encumbered because of this transaction.
+Added: On December 31, 2023, $ 620 million of our Private Education Loans, including $ 579 million of principal and $ 41 million in capitalized interest, were encumbered because of this transaction.
2022 Transactions
−Removed: On May 19, 2021, we executed our $ 531 million SMB Private Education Loan Trust 2021-B term ABS transaction, which was accounted for as a secured financing.
−Removed: We sold $ 531 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 529 million of gross proceeds.
−Removed: The Class A and Class B notes had a weighted average life of 4.26 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 0.77 percent.
−Removed: At December 31, 2022, $ 410 million of our Private Education Loans, including $ 389 million of principal and $ 21 million in capitalized interest, were encumbered because of this transaction.
−Removed: On August 18, 2021, we executed our $ 527 million SMB Private Education Loan Trust 2021-D term ABS transaction, which was accounted for as a secured financing.
−Removed: We sold $ 527 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 525 million of gross proceeds.
−Removed: The Class A and Class B notes had a weighted average life of 4.22 years and priced at a weighted average LIBOR equivalent
−Removed: 2022 Form 10-K — SLM CORPORATION F- 54
−Removed: Borrowings (Continued)
−Removed: cost of 1-month LIBOR plus 0.69 percent.
−Removed: At December 31, 2022, $ 425 million of our Private Education Loans, including $ 403 million of principal and $ 22 million in capitalized interest, were encumbered because of this transaction.
−Removed: On November 9, 2021, we executed our $ 534 million SMB Private Education Loan Trust 2021-E term ABS transaction, which was accounted for as a secured financing.
+Added: On August 9, 2022, we executed our $ 575 million SMB Private Education Loan Trust 2022-C term ABS transaction, which was accounted for as a secured financing.
We sold $ 575 million of notes to third parties and retained a 100 percent interest in the residual certificates issued in the securitization, raising approximately $ 575 million of gross proceeds.
−Removed: The Class A and Class B notes had a weighted average life of 4.15 years and priced at a weighted average LIBOR equivalent cost of 1-month LIBOR plus 0.69 percent.
+Added: The Class A and Class B notes had a weighted average life of 4.69 years and priced at a weighted average SOFR equivalent cost of SOFR plus 1.76 percent.
At December 31, 2023, $ 543 million of our Private Education Loans, including $ 513 million of principal and $ 30 million in capitalized interest, were encumbered because of this transaction.
15 unchanged sentences
Total long-term borrowings $ 5,227,512 3.89 % $ 5,321,215 $ 5,235,114 3.28 % $ 5,469,692
−Removed: F-55 SLM CORPORATION — 2022 Form 10-K
+Added: 2023 Form 10-K — SLM CORPORATION F-55
Borrowings (Continued)
−Removed: As of December 31, 2022, the maturities of our brokered deposits and borrowings are summarized below.
+Added: As of December 31, 2023, the maturities of our brokered CDs and borrowings are summarized below.
As of December 31, 2023
−Removed: (dollars in thousands) Brokered Deposits Unsecured
+Added: (dollars in thousands) Brokered CDs Unsecured
Debt Secured Borrowings (1)
11 unchanged sentences
To disclose how we expect this debt to pay down over time, the maturities for our secured borrowings are based on the projected bond principal paydowns using the current estimated loan prepayment speeds.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 56
−Removed: Borrowings (Continued)
Secured Financings
4 unchanged sentences
(Dollars in thousands)
−Removed: 2021-B May 2021 $ 531,000 1-month LIBOR plus 0.77 %
−Removed: 2021-D August 2021 527,000 1-month LIBOR plus 0.69 %
−Removed: 2021-E November 2021 534,000 1-month LIBOR plus 0.69 %
+Added: Private Education Loans:
+Added: 2022-C August 2022 575,000 SOFR plus 1.76 %
Total notes issued in 2022 $ 575,000
Total loan and accrued interest amount securitized at inception in 2022 (2)
+Added: 2023-A March 2023 $ 579,000 SOFR plus 1.53 %
2023-C August 2023 $ 568,000 SOFR plus 1.69 %
1 unchanged sentence
Total loan and accrued interest amount securitized at inception in 2023 (3)
−Removed: (1) Represents LIBOR or SOFR equivalent cost of funds for floating and fixed-rate bonds, excluding issuance costs.
−Removed: (2) At December 31, 2022, $ 1.27 billion of our Private Education Loans, including $ 1.21 billion of principal and $ 66 million in capitalized interest, were encumbered related to the 2021 transactions.
−Removed: (3) At December 31, 2022, $ 635 million of our Private Education Loans, including $ 597 million of principal and $ 38 million in capitalized interest, were encumbered related to the 2022 transactions.
+Added: (1) Represents SOFR equivalent cost of funds for floating and fixed-rate bonds, excluding issuance costs.
+Added: (2) At December 31, 2023, $ 543 million of our Private Education Loans, including $ 513 million of principal and $ 30 million in capitalized interest, were encumbered related to these transactions.
+Added: (3) At December 31, 2023, $ 1.21 billion of our Private Education Loans, including $ 1.13 billion of principal and $ 81 million in capitalized interest, were encumbered related to these transactions.
F- 56 SLM CORPORATION — 2023 Form 10-K
27 unchanged sentences
Additionally, the five percent vertical interest we maintain does not absorb more than an insignificant amount of the VIE’s expected losses, nor do we receive more than an insignificant amount of the VIE’s expected residual returns.
+Added: 2023-B Transaction
+Added: On May 24, 2023, we closed an SMB Private Education Loan Trust 2023-B term ABS transaction (the “2023-B Transaction”), in which an unaffiliated third party sold to the trust approximately $ 2 billion of Private Education Loans that the third-party seller previously purchased from us on May 3, 2023.
+Added: Sallie Mae Bank sponsored the 2023-B Transaction, is the servicer and administrator, and was the seller of an additional $ 105 million of Private Education Loans into the trust.
+Added: The sale of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the 2023-B Transaction and we recorded a $ 5 million gain on sale associated with this transaction.
+Added: In connection with the 2023-B Transaction settlement, we retained a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitization).
+Added: We classified those vertical risk retention interests related to the 2023-B Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
+Added: 2023 Form 10-K — SLM CORPORATION F-57
+Added: Borrowings (Continued)
+Added: 2023-D Transaction
+Added: On November 7, 2023, we closed an SMB Private Education Loan Trust 2023-D term ABS transaction (the “2023-D Transaction”), in which an unaffiliated third party sold to the trust approximately $ 1.0 billion of Private Education Loans that the third-party seller previously purchased from us on October 13, 2023.
+Added: Sallie Mae Bank sponsored the 2023-D Transaction, is the servicer and administrator, and was the seller of an additional $ 53 million of Private Education Loans into the trust.
+Added: The sale of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the 2023-D Transaction and we recorded a $ 1 million gain on sale associated with this transaction.
+Added: In connection with the 2023-D Transaction settlement, we retained a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitization).
+Added: We classified those vertical risk retention interests related to the 2023-D Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
2022-A Transaction
4 unchanged sentences
We classified those vertical risk retention interests related to the 2022-A Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 58
−Removed: Borrowings (Continued)
2022-B Transaction
10 unchanged sentences
We classified those vertical risk retention interests related to the 2022-D Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
−Removed: 2021-A Transaction
−Removed: On February 9, 2021, we closed an SMB Private Education Loan Trust 2021-A term ABS transaction (the “2021-A Transaction”), in which an unaffiliated third party sold to the trust approximately $ 2.5 billion of Private Education Loans that the third-party seller previously purchased from us on January 8, 2021.
−Removed: In the 2021-A Transaction, we were the sponsor, servicer and administrator, and the seller of an additional $ 130 million of Private Education Loans into the trust.
−Removed: The sale of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the 2021-A Transaction and we recorded an $ 18 million gain on sale associated with this transaction.
−Removed: In connection with the 2021-A Transaction settlement, we retained a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitization).
−Removed: We classified those vertical risk retention interests related to the 2021-A Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
−Removed: 2021-C Transaction
−Removed: On May 27, 2021, we closed an SMB Private Education Loan Trust 2021-C term ABS transaction (the “2021-C Transaction”), in which an unaffiliated third party sold to the trust approximately $ 505 million of Private Education Loans that the third-party seller previously purchased from us on January 8, 2021.
−Removed: In the 2021-C Transaction, we were the sponsor, servicer and administrator, and the seller of an additional $ 27 million of Private Education Loans into the trust.
−Removed: The sale of such additional loans qualified for sale treatment and removed these loans from our balance sheet on the settlement date of the 2021-C Transaction and we recorded an $ 4 million gain on sale associated with this transaction.
−Removed: In connection with the 2021-C Transaction settlement, we retained a five percent vertical risk retention interest (i.e., five percent of each class issued in the securitization).
−Removed: We classified those vertical risk retention interests related to the 2021-C Transaction as available-for-sale investments, except for the interest in the residual class, which we classified as a trading investment recorded at fair value with changes recorded through earnings.
The table below provides a summary of our exposure related to our unconsolidated VIEs.
50 unchanged sentences
When there is a net negative exposure, we consider our exposure to the counterparty to be zero.
+Added: At December 31, 2023 and 2022, we had a net positive exposure (derivative gain positions to us, less collateral held by us and plus collateral posted with counterparties) related to derivatives of $ 9 million and $ 12 million, respectively.
2023 Form 10-K — SLM CORPORATION F-59
Derivative Financial Instruments (Continued)
−Removed: December 31, 2022 and 2021, we had a net positive exposure (derivative gain positions to us, less collateral held by us and plus collateral posted with counterparties) related to derivatives of $ 12 million and $ 9 million, respectively.
Accounting for Derivative Instruments
13 unchanged sentences
Those amounts are subsequently reclassified to earnings, in the same line item in the consolidated statements of income as impacted by the hedged item, when the hedged item affects earnings.
−Removed: Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate deposits.
+Added: Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate deposits.
During the next twelve months, we estimate that $ 36 million will be reclassified as a decrease to interest expense.
15 unchanged sentences
Interest rate swaps Interest rate $ — $ 972 $ — $ — $ — $ — $ — $ 972
−Removed: Other Other — — — — — 1,317 — 1,317
Derivative Liabilities:
22 unchanged sentences
Interest rate swaps $ 1,203,783 $ 1,314,660 $ 702,309 $ 1,528,186 $ — $ — $ 1,906,092 $ 2,842,846
−Removed: Other — — — — — 1,053,760 — 1,053,760
Net total notional $ 1,203,783 $ 1,314,660 $ 702,309 $ 1,528,186 $ — $ — $ 1,906,092 $ 2,842,846
45 unchanged sentences
Dividends are not mandatory and are paid quarterly, when, as, and if declared by the Board of Directors.
−Removed: Holders of Series B Preferred Stock are entitled to receive quarterly dividends based on 3-month LIBOR plus 170 basis points per annum in arrears.
+Added: Holders of Series B Preferred Stock were entitled to receive quarterly dividends based on 3-month LIBOR plus 170 basis points per annum in arrears, until the transition to SOFR in the third quarter of 2023.
+Added: The first dividends on our Series B Preferred Stock that were based on a SOFR rate were declared dividends paid on December 15, 2023, which were based on the adjusted 3-month CME Term SOFR plus 170 basis points per annum in arrears, where the adjusted 3-month CME Term SOFR includes the LIBOR Benchmark Replacement Adjustment of 26.161 basis points.
Upon liquidation or dissolution of the Company, holders of the Series B Preferred Stock are entitled to receive $ 100 per share, plus an amount equal to accrued and unpaid dividends for the then current quarterly dividend period, pro rata, and before any distribution of assets is made to holders of our common stock.
−Removed: In October 2020, we initiated a cash tender offer to purchase up to 2,000,000 shares of our Series B Preferred Stock.
−Removed: On November 30, 2020, we accepted for purchase 1,489,304 shares of the Series B Preferred Stock at a purchase price of $ 45 per share plus an amount equal to accrued and unpaid dividends, for an aggregate purchase price of approximately $ 68 million.
Our shareholders have authorized the issuance of 1.125 billion shares of common stock (par value of $0 .20 ).
1 unchanged sentence
Common Stock Dividends
−Removed: In the year ended December 31, 2022, we paid a total common stock dividend of $ 0.44 per common share.
−Removed: In the year ended December 31, 2021, we paid a total common stock dividend of $ 0.20 per common share.
+Added: In both the years ended December 31, 2023 and 2022, we paid a total common stock dividend of $ 0.44 per common share.
In the year ended December 31, 2021, we paid a total common stock dividend of $ 0.20 per common share.
4 unchanged sentences
In particular, the Bank is subject to laws and regulations that authorize regulatory bodies to block or reduce the flow of funds to us, or that prohibit such transfers altogether in certain circumstances.
−Removed: These laws, regulations, and rules may hinder our ability to access funds
+Added: These laws, regulations, and rules may hinder our ability to access funds that we may need to make payments in respect of our stock or to satisfy our other responsibilities.
+Added: The FDIC has the authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.
2023 Form 10-K — SLM CORPORATION F-63
Stockholders’ Equity (Continued)
−Removed: that we may need to make payments in respect of our stock or to satisfy our other responsibilities.
−Removed: The FDIC has the authority to prohibit or limit the payment of dividends by the Bank and SLM Corporation.
Share Repurchases
−Removed: The January 23, 2019 share repurchase program (the “2019 Share Repurchase Program”), which was effective upon announcement and expired on January 22, 2021, permitted us to repurchase from time to time shares of our common stock up to an aggregate repurchase price not to exceed $ 200 million.
−Removed: We utilized all capacity under our 2019 Share Repurchase Program, having repurchased 17 million shares of common stock for $ 167 million in the year ended December 31, 2019 and 3 million shares of common stock for $ 33 million in the year ended December 31, 2020.
−Removed: On January 22, 2020, we announced another share repurchase program (the “2020 Share Repurchase Program”), which was effective upon announcement and expired on January 21, 2022, and permitted us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $ 600 million.
+Added: On January 22, 2020, we announced a share repurchase program (the “2020 Share Repurchase Program”), which was effective upon announcement and expired on January 21, 2022, and permitted us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $ 600 million.
Under the authority of the 2020 Share Repurchase Program, on March 10, 2020, we entered into an accelerated share repurchase agreement (“ASR”) with a third-party financial institution under which we paid $ 525 million for an upfront delivery of our common stock and a forward agreement.
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On January 27, 2021, we announced another share repurchase program (the “2021 Share Repurchase Program”), which was effective upon announcement and expired on January 26, 2023, and originally permitted us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $ 1.25 billion.
−Removed: On October 20, 2021, we announced a $ 250 million increase in the amount of common stock that may be repurchased under our 2021 Share Repurchase Program, which expired on January 26, 2023.
+Added: In October 2021, our Board of Directors approved a $ 250 million increase in the amount of common stock that could be repurchased under our 2021 Share Repurchase Program, which expired on January 26, 2023.
This was in addition to the original $ 1.25 billion of authorization announced on January 27, 2021, for a total 2021 Share Repurchase Program authorization of $ 1.5 billion.
2 unchanged sentences
We have utilized all capacity under the 2021 Share Repurchase Program.
−Removed: On January 26, 2022, we announced a new share repurchase program (the “2022 Share Repurchase Program”), which was effective upon announcement and expires on January 25, 2024, and permits us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $ 1.25 billion.
−Removed: Under the 2022 Share Repurchase Program, we repurchased 38.2 million shares of common stock at an average price per share of $ 17.52 , for $ 669 million in the year ended December 31, 2022.
+Added: On January 26, 2022, we announced another share repurchase program (the “2022 Share Repurchase Program”), which was effective upon announcement and expired on January 25, 2024, and permitted us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $ 1.25 billion.
+Added: Under the 2022 Share Repurchase Program, we repurchased 22.3 million shares of common stock at an average price per share of $ 15.64 , for $ 349 million in the year ended December 31, 2023, and we repurchased 38.2 million shares of common stock at an average price per share of $ 17.52 , for $ 669 million in the year ended December 31, 2022.
There was $ 236 million of capacity remaining under the 2022 Share Repurchase Program at December 31, 2023.
−Removed: So long as there is unexpired capacity under a given repurchase program, repurchases under the programs may occur from time to time and through a variety of methods, including tender offers, open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, or other similar transactions.
−Removed: The timing and volume of any repurchases under the 2022 Share Repurchase Program will be subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the program or at all.
+Added: Any capacity remaining unused under the 2022 Share Repurchase Program on January 25, 2024 expired on that date pursuant to the terms of the 2022 Share Repurchase Program.
+Added: On January 24, 2024, we announced a new share repurchase program (the “2024 Share Repurchase Program”), which became effective on January 26, 2024 and expires on February 6, 2026, and permits us to repurchase shares of our common stock from time to time up to an aggregate repurchase price not to exceed $ 650 million.
+Added: Under the 2024 Share Repurchase Program, repurchases may occur from time to time and through a variety of methods, including open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, tender offers, or other similar transactions.
+Added: The timing and volume of any repurchases will be subject to market conditions, and there can be no guarantee that the Company will repurchase up to the limit of the 2024 Share Repurchase Program or at all.
Common Stock Tender Offer
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We cancelled the 28.5 million shares purchased in connection with the Tender Offer.
+Added: This cancellation decreased the balances of common stock by $ 6 million and of additional paid-in capital by $ 466 million, respectively.
F- 64 SLM CORPORATION — 2023 Form 10-K
Stockholders’ Equity (Continued)
−Removed: This cancellation decreased the balances of common stock by $ 6 million and of additional paid-in capital by $ 466 million, respectively.
Share Repurchases under our Rule 10b5-1 Trading Plans
−Removed: During the years ended December 31, 2022 and 2021, we repurchased 40 million and 57 million shares, respectively, of our common stock at a total cost of $ 708 million and $ 1.1 billion, respectively, under Rule 10b5-1 trading plans authorized under our share repurchase programs.
+Added: During the years ended December 31, 2023, 2022, and 2021, we repurchased 22 million, 40 million, and 57 million shares, respectively, of our common stock at a total cost of $ 349 million, $ 708 million, and $ 1.1 billion, respectively, under Rule 10b5-1 trading plans authorized under our share repurchase programs.
The following table summarizes our common share repurchases and issuances associated with these programs.
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There was $ 236 million of capacity remaining under the 2022 Share Repurchase Program at December 31, 2023.
−Removed: (2) For the years ended December 31, 2021 and 2020, the amount includes 13 million shares and 45 million shares, respectively, related to the accelerated share repurchase agreement described above.
+Added: (2) For the year ended December 31, 2021, the amount includes 13 million shares related to the accelerated share repurchase agreement described above.
(3) For the year ended December 31, 2021, the amount includes 28.5 million shares related to the settlement of our common stock Tender Offer described above.
−Removed: (4) Average purchase price per share includes purchase commission costs.
+Added: (4) Average purchase price per share includes purchase commission costs and excise taxes.
(5) Comprised of shares withheld from stock option exercises and vesting of restricted stock for employees’ tax withholding obligations and shares tendered by employees to satisfy option exercise costs.
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A reconciliation of the numerators and denominators of the basic and diluted EPS calculations follows.
−Removed: Years ended December 31, (amounts in thousands, except per share data) 2022 2021 2020
+Added: Years ended December 31, (dollars in thousands, except per share data) 2023 2022 2021
Net income $ 581,391 $ 469,014 $ 1,160,513
9 unchanged sentences
(1) Includes the potential dilutive effect of additional common shares that are issuable upon exercise of outstanding stock options, restricted stock, restricted stock units, performance stock units, and the outstanding commitment to issue shares under the ESPP, determined by the treasury stock method.
−Removed: (2) For the years ended December 31, 2022, 2021, and 2020, securities covering approximately 1 million shares, 1 million shares, and no shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.
+Added: (2) For the years ended December 31, 2023, 2022, and 2021, securities covering approximately 1 million shares, 1 million shares, and 1 million shares, respectively, were outstanding but not included in the computation of diluted earnings per share because they were anti-dilutive.
F- 66 SLM CORPORATION — 2023 Form 10-K
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Stock Options
−Removed: There were no stock options granted in the year ended December 31, 2020.
There were 998,891 time-vested options granted in the year ended December 31, 2021.
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The risk-free interest rate assumption is based on observed interest rates consistent with the expected life of each stock option grant.
+Added: There were no stock options granted in the year ended December 31, 2023.
2023 Form 10-K — SLM CORPORATION F-67
6 unchanged sentences
Outstanding at December 31, 2022 1,066,197 $ 17.59
−Removed: Granted 86,536 16.73
Exercised (2)
−Removed: Canceled ( 19,230 ) 16.73
Outstanding at December 31, 2023 (3)
−Removed: 1,066,197 $ 17.59 1.2 $ —
+Added: 1,066,197 $ 17.59 0.2 years $ 1,629
Exercisable at December 31, 2023 — $ — — $ —
(1) The aggregate intrinsic value represents the total intrinsic value (the aggregate difference between our closing stock price on December 31, 2023 and the exercise price of in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31, 2023.
−Removed: (2) No options were exercised in the year ended December 31, 2022.
−Removed: The total intrinsic value of options exercised was $ 2 million and $ 3 million for the years ended December 31, 2021 and 2020, respectively.
+Added: (2) No options were exercised in the years ended December 31, 2023 and 2022.
+Added: The total intrinsic value of options exercised was $ 2 million for the year ended December 31, 2021.
(3) For net-settled options, gross number is reflected.
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The fair value of RSUs is based on our stock price at the grant date.
+Added: The fair value of each PSU grant was estimated on the date of grant using the Monte Carlo simulation-pricing model.
The following table summarizes RSU and PSU activity for the year ended December 31, 2023.
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Stock-Based Compensation Plans and Arrangements (Continued)
−Removed: During the year ended December 31, 2021, plan participants purchased approximately 496,000 shares of our common stock.
−Removed: No shares were purchased for the years ended December 31, 2022 and 2020, as our stock price on both July 31, 2022 and 2020 was less than the offering price for the ESPP plan.
+Added: During the years ended December 31, 2021 and 2023, plan participants purchased approximately 496,000 shares and 195,000 shares, respectively, of our common stock.
+Added: No shares were purchased for the year ended December 31, 2022, as our stock price on July 31, 2022 was less than the offering price for the ESPP plan.
Fair Value Measurements
We use estimates of fair value in applying various accounting standards for the consolidated financial statements.
−Removed: We categorize our fair value estimates based on a hierarchal framework associated with three levels of price transparency utilized in measuring financial instruments at fair value.
−Removed: For additional information regarding our policies for determining fair value and the hierarchical framework, see Note 2, “Significant Accounting Policies — Fair Value Measurement.”
+Added: We categorize our fair value estimates based on a hierarchical framework associated with three levels of price transparency utilized in measuring financial instruments at fair value.
+Added: For additional information regarding our policies for determining fair value and the hierarchical framework, see Note 2, “Significant Accounting Policies — Fair Value Measurement” in this Form 10-K.
The following table summarizes the valuation of our financial instruments that are marked-to-fair value on a recurring basis.
21 unchanged sentences
FFELP Loans 542,775 534,064 8,711 618,186 607,155 11,031
−Removed: Credit Cards — — — 25,037 22,955 2,082
Loans held for sale — — — 29,448 29,448 —
9 unchanged sentences
Certificates of deposit 10,380,684 10,448,365 67,681 9,175,339 9,486,819 311,480
−Removed: Short-term borrowings — — — — — —
Long-term borrowings 4,873,690 5,227,512 353,822 4,813,233 5,235,114 421,881
9 unchanged sentences
Investments classified as trading are carried at fair value in the consolidated financial statements.
+Added: Investments in residual class interests are valued using observable inputs in its cash flow modeling where available but many significant inputs are unobservable.
+Added: Residual interests are not exchange traded nor do they have quoted market prices as they are unique and do not actively trade.
As such, these are level 3 valuations.
+Added: At December 31, 2023 and December 31, 2022, we had $ 54 million and $ 56 million, respectively, classified as level 3 financial instruments carried at fair value on a recurring basis through earnings.
+Added: At December 31, 2023 and December 31, 2022, $ 54 million and $ 51 million, respectively, represent the five percent vertical risk retentions in the residual classes of Private Education Loans sold through securitizations.
+Added: Total gains/(losses), net included in earnings were $ 3 million in net gains in the year ended December 2023, compared to less than $ 1 million in net losses in the year-ago period.
+Added: Settlements in the year ended December 31, 2023 were $ 1 million, compared to $ 13 million in the year-ago period.
+Added: 2023 Form 10-K — SLM CORPORATION F-71
+Added: Fair Value Measurements (Continued)
+Added: were no transfers into or out of level 3 related to these residual interest investments during the years ended December 31, 2023 and 2022.
+Added: The change in mark to market gains/(losses) on investments held as of the reporting date were $ 4 million in the year ended December 31, 2023, compared to $ 13 million in the year-ago period.
+Added: At December 31, 2022, $ 5 million of the total trading investment balance included a debt security investment which was converted to an equity investment (classified in other investments) in the first quarter of 2023.
+Added: Total interest income included in earnings was less than $ 1 million for both of the years ended December 31, 2023 and 2022.
+Added: There were no transfers into or out of level 3 related to this investment.
+Added: There were no market value adjustments recorded related to this investment in the years ended December 31, 2023 and 2022.
+Added: The fair value at December 31, 2023 of the residual interests classified as level 3 valuations was $ 54 million.
+Added: The residual interest investments are the projected future cash flows representing the difference between the securitized trust’s asset cash flows and the related outflows to the bondholders and for other fees.
+Added: The residual investments are valued using an internal discounted cash flow model to arrive at the net present value of expected trust residual distributions.
+Added: These instruments are not actively traded, nor do they have quoted market prices.
+Added: As a result, unobservable model input assumptions are made regarding the expected CPR and the probability of defaults of the loans in the securitization trusts.
+Added: At December 31, 2023, the range (average by volume) of the CPR input was 8.1 percent to 12.2 percent (average of 9.49 percent) and the range of the defaults input was 5.1 percent to 20.7 percent (average of 11.03 percent).
+Added: The significant inputs considered unobservable detailed above would be expected to have the following impacts to the valuations:
+Added: • A decrease in CPR would result in a longer weighted average life of the trust, resulting in a decrease to the valuation due to the delay in residual cash flows with the increased term.
+Added: The opposite is true for an increase in the CPR.
+Added: • A decrease in the probability of defaults means increased principal receipts, resulting in an increase to the valuation due to the increase in residual cash flow.
+Added: • Conversely, an increase in the probability of defaults means decreased principal receipts, resulting in a decrease to the valuation due to the decrease in residual cash flow.
Available-for-Sale
3 unchanged sentences
As such, these are level 2 valuations.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 72
−Removed: Fair Value Measurements (Continued)
+Added: The fair value of our non-residual vertical risk retention investments is estimated using pricing indications obtained from the investment bankers who participate in the asset-backed securities market.
+Added: As such, these are level 2 valuations.
Loans Held For Investment and Accrued Interest Receivable
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The remaining accrued interest receivable that will not be capitalized into the principal balance of the loan is carried at cost.
−Removed: FFELP Loans and Credit Cards
−Removed: For FFELP Loans and Credit Cards, the fair value was determined by modeling expected loan level cash flows using stated terms of the assets and internally developed assumptions to determine aggregate portfolio yield, net present value, and average life.
+Added: For FFELP Loans, the fair value was determined by modeling expected loan level cash flows using stated terms of the assets and internally developed assumptions to determine aggregate portfolio yield, net present value, and average life.
The significant assumptions used to determine fair value are prepayment speeds, default rates, cost of funds, and required return on equity.
2 unchanged sentences
As such, these are level 3 valuations.
+Added: F- 72 SLM CORPORATION — 2023 Form 10-K
+Added: Fair Value Measurements (Continued)
Loans Held For Sale
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This is a level 1 valuation.
−Removed: The fair value of long-term borrowings is estimated using current market prices.
+Added: The fair value of long-term borrowings is estimated using pricing indications obtained from the investment bankers who participate in the asset-backed securities market.
This is a level 2 valuation.
3 unchanged sentences
When determining the fair value of derivatives, we take into account counterparty credit risk for positions where we are exposed to the counterparty on a net basis by assessing exposure net of collateral held.
−Removed: When the counterparty has
−Removed: F-73 SLM CORPORATION — 2022 Form 10-K
−Removed: Fair Value Measurements (Continued)
−Removed: exposure to us under derivative contracts with the Company, we fully collateralize the exposure (subject to certain thresholds).
+Added: When the counterparty has exposure to us under derivative contracts with the Company, we fully collateralize the exposure (subject to certain thresholds).
Interest rate swaps are valued using a standard derivative cash flow model with a SOFR swap yield curve, which is an observable input from an active market.
These derivatives are level 2 fair value estimates in the hierarchy.
−Removed: The carrying value of borrowings designated as the hedged item in a fair value hedge is adjusted for changes in fair value due to changes in the benchmark interest rate (one-month LIBOR).
+Added: The carrying value of borrowings designated as the hedged item in a fair value hedge is adjusted for changes in fair value due to changes in the benchmark interest rate (SOFR).
These valuations are determined through standard pricing models using the stated terms of the borrowings and observable yield curves.
+Added: 2023 Form 10-K — SLM CORPORATION F-73
Arrangements with Navient Corporation
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If we are unable to obtain indemnification payments from Navient, our results of operations and financial condition could be materially and adversely affected.
−Removed: Pursuant to the terms of the Spin-Off and applicable law, Navient is responsible for all liabilities (whether accrued, contingent, or otherwise and whether known or unknown) arising out of or resulting from the conduct of pre-Spin-Off SLM and its subsidiaries’ businesses prior to the Spin-Off, other than certain specifically identified liabilities relating to the conduct of our consumer banking business for which the Bank is responsible.
−Removed: Nonetheless, given the prior usage of the Sallie Mae and SLM names by entities now owned by Navient, we and our subsidiaries may from time to time be improperly named as defendants in legal proceedings where the allegations at issue are the legal responsibility of Navient.
−Removed: Most of these legal proceedings involve matters that arose in whole or in part in the ordinary course of business of pre-Spin-Off SLM.
−Removed: Likewise, as the period of time since the Spin-Off increases, so does the likelihood any allegations that may be made may be in part for our own actions in a post-Spin-Off time period and in part for Navient’s conduct in a pre-Spin-Off time period.
−Removed: We will not be providing information on these proceedings unless there are material issues of fact or disagreement with Navient as to the bases of the proceedings or responsibility therefor that we believe could have a material, adverse impact on our business, assets, financial condition, liquidity, or outlook if not resolved in our favor.
We briefly summarize below some of the most significant agreements and relationships we continue to have with Navient.
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If for any reason Navient is unable or unwilling to pay claims made against it, our costs, operating expenses, cash flows, and financial condition could be materially and adversely affected over time.
−Removed: 2022 Form 10-K — SLM CORPORATION F- 74
−Removed: Arrangements with Navient Corporation (Continued)
Indemnification Obligations
5 unchanged sentences
• In connection with the Spin-Off, we recorded a liability related to uncertain tax positions of $ 27 million for which we are indemnified by Navient.
−Removed: As of December 31, 2022, the remaining balance of the indemnification receivable related to those uncertain tax positions was $ 3 million.
+Added: As of December 31, 2023, the remaining balance of the indemnification receivable related to those uncertain tax positions was zero .
+Added: F- 74 SLM CORPORATION — 2023 Form 10-K
+Added: Arrangements with Navient Corporation (Continued)
Long-Term Arrangements
4 unchanged sentences
The agreement also addresses the allocation of tax liabilities that are incurred as a result of the Spin-Off and related transactions.
−Removed: F-75 SLM CORPORATION — 2022 Form 10-K
Regulatory Capital
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To qualify as “well capitalized” under the prompt corrective action framework for insured depository institutions, the Bank must maintain a Common Equity Tier 1 risk-based capital ratio of at least 6.5 percent, a Tier 1 risk-based capital ratio of at least 8.0 percent, a Total risk-based capital ratio of at least 10.0 percent, and a Tier 1 leverage ratio of at least 5.0 percent.
+Added: In July 2023, the federal banking agencies proposed a rule to implement significant changes to the U.S.
+Added: Basel III regulatory capital requirements.
+Added: The proposed changes to the regulatory capital requirements generally would amend or introduce approaches and methodologies that would apply to banking organizations with total consolidated assets of $100 billion or more or to banking organizations with significant trading activity.
+Added: The proposed rule therefore would not affect the Bank’s capital requirements or the calculation of its capital ratios.
Under regulations issued by the FDIC and other federal banking agencies, banking organizations that adopted CECL during the 2020 calendar year, including the Bank, could elect to delay for two years , and then phase in over the following three years, the effects on regulatory capital of CECL relative to the incurred loss methodology.
1 unchanged sentence
Therefore, the regulatory capital impact of the Bank’s transition adjustments recorded on January 1, 2020 from the adoption of CECL, and 25 percent of the ongoing impact of CECL on the Bank’s allowance for credit losses, retained earnings, and average total consolidated assets, each as reported for regulatory capital purposes (collectively, the “adjusted transition amounts”), were deferred for the two-year period ending January 1, 2022.
−Removed: On January 1, 2022, 25 percent of the adjusted transition amounts were phased in for regulatory capital purposes.
−Removed: On January 1 of each year from 2023 to 2025, the adjusted transition amounts will continue to be phased in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.
+Added: On January 1 of 2023 and 2022, 25 percent of the adjusted transition amounts were phased in for regulatory capital purposes.
+Added: On January 1, 2024, an additional 25 percent of the adjusted transition amounts was phased in for regulatory capital purposes.
+Added: On January 1, 2025, the remaining 25 percent of the adjusted transition amounts will be phased in for regulatory capital purposes, with the phased-in amounts included in regulatory capital at the beginning of the year.
The Bank’s January 1, 2020 CECL transition amounts increased our allowance for credit losses by $ 1.1 billion, increased the liability representing our off-balance sheet exposure for unfunded commitments by $ 116 million, and increased our deferred tax asset by $ 306 million, resulting in a cumulative effect adjustment that reduced retained earnings by $ 953 million.
This transition adjustment was inclusive of qualitative adjustments incorporated into our CECL allowance as necessary, to address any limitations in the models used.
+Added: 2023 Form 10-K — SLM CORPORATION F-75
+Added: Regulatory Capital (Continued)
At December 31, 2023, the adjusted transition amounts that were deferred and are being phased in for regulatory capital purposes are as follows:
−Removed: Transition Amounts Adjustments for the Year Ended Adjustments for the Year Ended Phase-In Amounts for the Year Ended Remaining Adjusted Transition Amounts to be Phased-In
−Removed: (Dollars in thousands) January 1, 2020 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2022
+Added: Adjusted Transition Amounts Phase-In
+Added: Amounts for the Year Ended Phase-In
+Added: Amounts for the Year Ended Remaining Adjusted Transition Amounts to be Phased-In
+Added: (Dollars in thousands) December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2023
Retained earnings $ 836,351 $ ( 209,088 ) $ ( 209,088 ) $ 418,175
2 unchanged sentences
Deferred tax asset 306,171 ( 76,542 ) ( 76,542 ) 153,087
−Removed: 2022 Form 10-K — SLM CORPORATION F- 76
−Removed: Regulatory Capital (Continued)
The Bank’s required and actual regulatory capital amounts and ratios under U.S.
1 unchanged sentence
The following capital amounts and ratios are based upon the Bank’s average assets and risk-weighted assets, as indicated.
+Added: The Bank has elected to exclude accumulated other comprehensive income related to both available-for-sale investments and swap valuations from Common Equity Tier 1 Capital.
+Added: At December 31, 2023 and December 31, 2022, the unrealized loss on available-for-sale investments included in other comprehensive income totaled $ 115 million and $ 160 million, net of tax of $ 37 million and $ 52 million, respectively.
+Added: The capital ratios would remain above the U.S.
+Added: Basel III well capitalized thresholds if the unrealized loss became fully recognized into capital.
(Dollars in thousands) Actual U.S.
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(2) The Bank’s regulatory capital ratios also exceeded all applicable standards for the Bank to qualify as “well capitalized” under the prompt corrective action framework.
−Removed: (3) For December 31, 2022, the actual amounts and the actual ratios include the adjusted transition amounts discussed above that were phased in at the beginning of 2022.
+Added: (3) For both December 31, 2023 and 2022, the actual amounts and the actual ratios include the respective adjusted transition amounts discussed above that were phased in at the beginning of 2023 and 2022.
+Added: F- 76 SLM CORPORATION — 2023 Form 10-K
+Added: Regulatory Capital (Continued)
Bank Dividends
2 unchanged sentences
Generally, under Utah’s industrial bank laws and regulations as well as FDIC regulations, the Bank may pay dividends from its net profits without regulatory approval if, following the payment of the dividend, the Bank’s capital and surplus would not be impaired.
−Removed: The Bank declared $ 700 million, $ 1.4 billion, and $ 579 million in dividends to the Company for the years ended December 31, 2022, 2021, and 2020, respectively, with the proceeds primarily used to fund the 2022, 2021, and 2020 Share Repurchase Programs and stock dividends.
+Added: The Company relies on dividends from the Bank, as necessary, to enable the Company to pay any declared dividends and other payments and consummate share repurchases, as described herein.
+Added: The Bank declared $ 550 million, $ 700 million, and $ 1.4 billion in dividends to the Company for the years ended December 31, 2023, 2022, and 2021, respectively, with the proceeds primarily used to fund share repurchase programs and stock dividends.
In the future, we expect that the Bank will pay dividends to the Company as may be necessary to enable the Company to pay any declared dividends on its Series B Preferred Stock and common stock and to consummate any common share repurchases by the Company under its repurchase programs.
4 unchanged sentences
For the years ended December 31, 2023, 2022, and 2021, we contributed $ 8 million, $ 7 million, and $ 7 million, respectively, to this plan.
−Removed: F-77 SLM CORPORATION — 2022 Form 10-K
Commitments, Contingencies and Guarantees
1 unchanged sentence
As such, we do not always disburse the full amount of the loan at the time of such approval, but instead have a commitment to fund a portion of the loan at a later date (usually at the start of the second semester or subsequent trimesters).
+Added: We estimate expected credit losses over the contractual period that we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us.
At December 31, 2023, we had $ 2.2 billion of outstanding contractual loan commitments which we expect to fund during the remainder of the 2023/2024 academic year.
At December 31, 2023, we had a $ 113 million reserve recorded in “Other Liabilities” to cover expected losses that may occur during the one-year loss emergence period on these unfunded commitments.
+Added: See Notes to Consolidated Financial Statements, Note 2,“Significant Accounting Policies - Allowance for Credit Losses — Off-Balance Sheet Exposure for Contractual Loan Commitments” in this Form 10-K and Note 8, “Unfunded Loan Commitments” in this Form 10-K for additional information.
Regulatory Matters
In May 2014, the Bank received a Civil Investigative Demand (“CID”) from the CFPB as part of the CFPB’s separate investigation relating to customer complaints, fees, and charges assessed in connection with the servicing of student loans and related collection practices of pre-Spin-Off SLM by entities now subsidiaries of Navient during a time period prior to the Spin-Off (the “CFPB Investigation”).
−Removed: Two state attorneys general also provided the Bank identical CIDs and other state attorneys general have become involved in the inquiry over time (collectively, the “Multi-State Investigation”).
−Removed: To the extent requested, the Bank has been cooperating fully with the CFPB and the attorneys general conducting the Multi-State Investigation.
−Removed: Given the timeframe covered by the CIDs, the CFPB Investigation, and the Multi-State Investigation, and the focus on practices and procedures previously conducted by Navient and its servicing subsidiaries prior to the Spin-Off, Navient is leading the response to these investigations.
−Removed: Consequently, we have no basis from which to estimate either the duration or ultimate outcome of these investigations.
−Removed: With regard to the CFPB Investigation, we note that on January 18, 2017, the CFPB filed a complaint in federal court in Pennsylvania against Navient, along with its subsidiaries, Navient Solutions, Inc.
+Added: To the extent requested, the Bank has been cooperating fully with the CFPB.
+Added: Given the timeframe covered by the CID and the CFPB Investigation, and the focus on practices and procedures previously conducted by Navient and its servicing subsidiaries prior to the Spin-Off, Navient is leading the response to these investigations.
+Added: Consequently, we have no basis from which to estimate either the duration or ultimate outcome of this investigation.
+Added: We note that on January 18, 2017, the CFPB filed a complaint in federal court in Pennsylvania against Navient, along with its subsidiaries, Navient Solutions, Inc.
and Pioneer Credit Recovery, Inc.
2 unchanged sentences
The CFPB’s complaint asserts Navient’s assumption of these liabilities pursuant to the Separation and Distribution Agreement.
−Removed: On January 13, 2022, Navient announced agreements with a total of forty state attorneys general to resolve their previously disclosed multistate litigation and investigation matters, including but not limited to four lawsuits (brought by the attorneys general for the states of California, Washington, Pennsylvania, and New Jersey) arising out of the Multi-State Investigation.
−Removed: Neither SLM, the Bank, nor any of their current subsidiaries were named in, or otherwise a party to, the California, Washington, Pennsylvania, or New Jersey lawsuits, and no claims were asserted against them.
−Removed: The Company and the Bank were not parties to the Navient settlement and have not contributed any of the relief sought in the settlement.
−Removed: Further, the consent judgments between Navient and the various states contained releases of claims as to pre-Spin-Off SLM (including the Bank and other consolidated subsidiaries) for conduct occurring on or before the date of the Spin-Off.
−Removed: Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off, Navient is legally obligated to indemnify the Bank against all claims, actions, damages, losses, or expenses that may arise from the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities related to the conduct of the pre-Spin-Off consumer banking business that were specifically assumed by the Bank (and as to which the Bank is obligated to indemnify Navient).
−Removed: Navient has acknowledged its indemnification obligations under the Separation and Distribution Agreement, in connection with the previously disclosed multistate litigation and investigation matters, as well as related lawsuits in which the Bank had been named as a party.
−Removed: Navient has informed the Bank, however, that it believes the Bank may be responsible to indemnify Navient against certain potential liabilities arising from the above-described lawsuits under the Separation and Distribution Agreement and/or a separate loan servicing agreement between the parties, and has suggested that the parties defer further discussion regarding indemnification obligations, and reimbursement of ongoing legal costs, in connection with the lawsuits.
−Removed: The Bank disagrees with Navient’s position and the Bank has reiterated to Navient that Navient is responsible for promptly indemnifying the Bank against all liabilities arising out of the conduct of pre-Spin-Off SLM that are at issue in the Multi-State Investigation and in the above-described lawsuits.
+Added: Pursuant to the terms of the Separation and Distribution Agreement, and as contemplated by the structure of the Spin-Off, Navient is legally obligated to indemnify the Bank against all claims, actions, damages, losses, or expenses that may arise from the conduct of all activities of pre-Spin-Off SLM occurring prior to the Spin-Off, except for certain liabilities
2023 Form 10-K — SLM CORPORATION F-77
Commitments, Contingencies and Guarantees (Continued)
+Added: related to the conduct of the pre-Spin-Off consumer banking business that were specifically assumed by the Bank (and as to which the Bank is obligated to indemnify Navient).
+Added: Navient has acknowledged its indemnification obligations under the Separation and Distribution Agreement, in connection with the previously disclosed investigation matters and the now resolved multistate litigation.
+Added: Navient has informed the Bank, however, that it believes the Bank may be responsible to indemnify Navient against certain potential liabilities arising from the above-described lawsuits under the Separation and Distribution Agreement and/or a separate loan servicing agreement between the parties, and has suggested that the parties defer further discussion regarding indemnification obligations, and reimbursement of ongoing legal costs, in connection with the lawsuits.
+Added: The Bank disagrees with Navient’s position and the Bank has reiterated to Navient that Navient is responsible for promptly indemnifying the Bank against all liabilities arising out of the conduct of pre-Spin-Off SLM that are at issue.
Contingencies
19 unchanged sentences
federal rate of 21 percent primarily due to business tax credits and the impact of state taxes, net of federal benefit, for the year ended December 31, 2023;
−Removed: due to the impact of state taxes, net of federal benefit, for the year ended December 31, 2021;
−Removed: and due to business tax credits and the impact of state taxes, net of federal benefit, for the year ended December 31, 2020.
+Added: due to business tax credits and the impact of state taxes, net of federal benefit, for the year ended December 31, 2022;
+Added: and due to the impact of state taxes, net of federal benefit, for the year ended December 31, 2021.
Income tax expense consists of:
22 unchanged sentences
Stock-based compensation plans 10,847 9,624
+Added: Acquired intangible assets 14,536 781
Operating loss carryovers 26 300
5 unchanged sentences
Federal deferred for state receivable 1,171 2,111
−Removed: Research and development costs — 8,710
−Removed: Net unrealized gains — 6,459
Other 614 397
5 unchanged sentences
The Company has recorded a full valuation allowance against this capital loss.
−Removed: The valuation allowance is primarily attributable to deferred tax assets for state net operating losses and capital losses that management believes is more likely than not to expire prior to being realized.
−Removed: Included in net unrealized losses is a valuation allowance of $ 4 million.
+Added: The valuation allowance is primarily attributable to deferred tax assets for state net operating losses and capital losses that management believes are more likely than not to expire prior to being realized.
+Added: Included in net unrealized losses is a valuation allowance of $ 4 million and $ 4 million, respectively.
The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income of the appropriate character (i.e., capital or ordinary) during the period in which the temporary differences become deductible.
18 unchanged sentences
Included in the $ 68 million are $ 59 million of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate.
−Removed: As a part of the Spin-Off, the Company recorded a liability related to uncertain tax positions for which it is indemnified by Navient.
−Removed: See Note 2, “Significant Accounting Policies — Income Taxes,” for additional details.
+Added: As a part of the Spin-Off, the Company recorded a liability related to uncertain tax positions for which it was indemnified by Navient.
+Added: See Note 2, “Significant Accounting Policies — Income Taxes” in this Form 10-K for additional details.
Tax-related interest and penalty expense is reported as a component of income tax expense.
7 unchanged sentences
We do not expect the resolution of open audits to have a material impact on our unrecognized tax benefits.
−Removed: It is reasonably possible that the uncertain tax position reserve may decrease by as much as $ 3 million during the next 12 months due to the expiration of statutes of limitations, some of which relate to the indemnified tax liabilities.
+Added: It is reasonably possible that the uncertain tax position reserve may decrease by as much as $ 21 million during the next 12 months due to the expiration of statutes of limitations and audit settlements.
The reduction in the uncertain tax position reserve would be reflected as a tax benefit.
−Removed: We recorded a tax indemnification receivable from Navient for the indemnified tax liabilities which are included in the uncertain tax position reserve.
−Removed: A portion of the tax benefit will be offset by an expense related to the write-down of the indemnification receivable.
2023 Form 10-K — SLM CORPORATION F-81
16 unchanged sentences
Also, competition from banks and other consumer lenders, many of whom may have a greater level of diversification in their mix of assets or may have lower return hurdles, could lead to decreases in demand for our Private Education Loan products.
+Added: Concentration Risk Associated with Deposit Products
+Added: Our ability to achieve our business goals, including funding our Private Education Loans, is heavily reliant on our ability to obtain deposits.
+Added: We expect to compete for deposits 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: At December 31, 2023, our brokered deposits represented 47 percent of our total deposits.
+Added: Brokered deposits may be more price sensitive than other types of deposits and may become less available if alternative investments offer higher returns.
+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: 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.
F- 82 SLM CORPORATION — 2023 Form 10-K
13 unchanged sentences
Income taxes payable, net 26,701 26,211
−Removed: Payable due to Navient — 101
Other liabilities 32,946 37,084
23 unchanged sentences
Net interest loss ( 30,516 ) ( 35,776 ) ( 34,816 )
−Removed: Non-interest income (loss) ( 5,117 ) ( 13,078 ) 2,820
+Added: Non-interest loss ( 2,701 ) ( 5,117 ) ( 13,078 )
Non-interest expenses 61,958 55,466 54,352
19 unchanged sentences
Acquisition related costs 952 2,603 —
−Removed: Gain on sale of Upromise subsidiary, net — — ( 11,331 )
(Increase) decrease in investment in subsidiaries, net 35,654 ( 9,179 ) 34,935
8 unchanged sentences
Purchase of subsidiary, net of cash acquired ( 14,654 ) ( 127,654 ) —
−Removed: Proceeds from the sale of Upromise subsidiary, net — — 16,922
−Removed: Net cash (used in) provided by investing activities ( 127,654 ) — 16,922
+Added: Net cash used in investing activities ( 14,654 ) ( 127,654 ) —
Cash flows from financing activities:
2 unchanged sentences
Unsecured debt repaid — — ( 202,784 )
−Removed: Repurchase of Series B Preferred Stock — — ( 68,055 )
Common stock dividends paid ( 101,233 ) ( 112,961 ) ( 60,462 )
12 unchanged sentences
Net interest income after provisions for credit losses 290,956 368,902 186,605 370,287
−Removed: Gains on sales of loans, net 9,881 239,997 74,978 2,894
+Added: Gains (losses) on sales of loans, net ( 9 ) 124,754 ( 5 ) 35,550
Gains (losses) on securities, net 1,711 ( 1,213 ) 1,490 690
−Removed: Losses on derivative and hedging activities, net ( 5 ) — — —
Other income 20,009 20,513 22,753 20,873
Total operating expenses 154,539 154,164 167,402 143,101
−Removed: Acquired intangible assets amortization expense 733 2,417 2,328 2,301
−Removed: Income tax expense (benefit) 37,356 114,296 29,551 ( 19,492 )
−Removed: Net income (loss) 128,812 342,073 75,172 ( 77,043 )
+Added: Acquired intangible assets impairment and amortization expense 2,272 2,245 2,834 59,013
+Added: Income tax expense 37,338 91,482 11,242 56,843
+Added: Net income 118,518 265,065 29,365 168,443
Preferred stock dividends 4,063 4,274 4,642 4,726
−Removed: Net income (loss) attributable to SLM Corporation common stock $ 127,537 $ 340,316 $ 72,641 $ ( 80,509 )
−Removed: Basic earnings (loss) per common share (1)
+Added: Net income attributable to SLM Corporation common stock $ 114,455 $ 260,791 $ 24,723 $ 163,717
+Added: Basic earnings per common share (1)
$ 0.47 $ 1.11 $ 0.11 $ 0.73
−Removed: Diluted earnings (loss) per common share (1)
+Added: Diluted earnings per common share (1)
$ 0.47 $ 1.10 $ 0.11 $ 0.72
Declared dividends per common share $ 0.11 $ 0.11 $ 0.11 $ 0.11
−Removed: (1) Basic and diluted earnings (loss) per common share attributable to SLM Corporation are computed independently for each of the quarters presented.
−Removed: Therefore, the sum of quarterly basic and diluted earnings (loss) per common share information may not equal annual basic and diluted earnings (loss) per common share.
+Added: (1) Basic and diluted earnings per common share attributable to SLM Corporation are computed independently for each of the quarters presented.
+Added: Therefore, the sum of quarterly basic and diluted earnings per common share information may not equal annual basic and diluted earnings per common share.
F- 86 SLM CORPORATION — 2023 Form 10-K
5 unchanged sentences
Net interest income after provisions for credit losses 276,982 332,263 161,912 84,171
−Removed: Gains (losses) on sales of loans, net 399,111 3,679 ( 10 ) 145,535
−Removed: Gains on securities, net 3 37,534 893 666
+Added: Gains on sales of loans, net 9,881 239,997 74,978 2,894
+Added: Gains (losses) on securities, net ( 3,580 ) 667 891 ( 58,245 )
Gains (losses) on derivative and hedging activities, net ( 5 ) — — —
1 unchanged sentence
Total operating expenses 132,006 131,730 149,964 137,762
−Removed: Total restructuring expenses 1,077 70 108 —
−Removed: Income tax expense 203,525 53,174 19,392 103,660
−Removed: Net income 641,207 140,201 72,840 306,265
+Added: Acquired intangible assets amortization expense 733 2,417 2,328 2,301
+Added: Income tax expense (benefit) 37,356 114,296 29,551 ( 19,492 )
+Added: Net income (loss) 128,812 342,073 75,172 ( 77,043 )
Preferred stock dividends 1,275 1,757 2,531 3,466
−Removed: Net income attributable to SLM Corporation common stock $ 640,006 $ 139,009 $ 71,674 $ 305,088
−Removed: Basic earnings per common share (1)
+Added: Net income (loss) attributable to SLM Corporation common stock $ 127,537 $ 340,316 $ 72,641 $ ( 80,509 )
+Added: Basic earnings (loss) per common share (1)
$ 0.46 $ 1.30 $ 0.29 $ ( 0.33 )
−Removed: Diluted earnings per common share (1)
+Added: Diluted earnings (loss) per common share (1)
$ 0.45 $ 1.29 $ 0.29 $ ( 0.33 )
Declared dividends per common share $ 0.11 $ 0.11 $ 0.11 $ 0.11
−Removed: (1) Basic and diluted earnings per common share attributable to SLM Corporation are computed independently for each of the quarters presented.
−Removed: Therefore, the sum of quarterly basic and diluted earnings per common share information may not equal annual basic and diluted earnings per common share.
+Added: (1) Basic and diluted earnings (loss) per common share attributable to SLM Corporation are computed independently for each of the quarters presented.
+Added: Therefore, the sum of quarterly basic and diluted earnings (loss) per common share information may not equal annual basic and diluted earnings (loss) per common share.
2023 Form 10-K — SLM CORPORATION F-87
+Added: Subsequent Event
+Added: 2024 Loan Sales
+Added: On February 1, 2024, we sold approximately $ 2.0 billion of our Private Education Loans, including $ 1.9 billion in principal, $ 143 million in capitalized interest and $ 10 million in accrued interest to an unaffiliated third party.
+Added: The gain on sale of loans sold expressed as a percentage was in the mid-to-high single-digits and will be recognized in the first-quarter 2024 consolidated statements of income.
+Added: The transaction qualified for sale treatment and removed the balance of the loans from our balance sheet on the settlement date.
+Added: We will continue to service these loans pursuant to the terms of the applicable transaction documents.
+Added: F- 88 SLM CORPORATION — 2023 Form 10-K
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.