slm-20200722
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 22, 2020

SLM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-13251
52-2013874
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
300 Continental Drive
Newark,
Delaware
19713
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (302) 451-0200
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $.20 per shareSLMThe NASDAQ Global Select Market
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per shareSLMBPThe NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 22, 2020, SLM Corporation issued a press release announcing its financial results for the quarter ended June 30, 2020. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The press release at Exhibit 99.1 and incorporated by reference herein is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits
Exhibit
Number
Description
 99.1*
104Cover Page Interactive Data File (formatted as Inline XBRL)

*Furnished herewith.









SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

             
SLM CORPORATION
Date: July 22, 2020By:/s/ STEVEN J. MCGARRY
Steven J. McGarry
Executive Vice President and Chief Financial Officer


           

              
            




Document

Exhibit 99.1
https://cdn.kscope.io/3390744cf369054dce2dbb3dbadeb13d-smbl21.jpg
News Release
For Immediate Release

SALLIE MAE REPORTS SECOND-QUARTER 2020 FINANCIAL RESULTS

Second-Quarter GAAP Loss Per Share of $0.23; Driven by $243 Million Increase to the Provision for Credit Losses for Estimated Future Economic Impacts of COVID-19

Private Education Loan Portfolio Totals $19.8 Billion at June 30, 2020

$497 Million in Private Education Loans Originated During Quarter



NEWARK, Del., July 22, 2020 - Sallie Mae (Nasdaq: SLM), formally SLM Corporation, today released second-quarter 2020 financial results. Highlights of those results are included in the attached supplement. Complete financial results are available at www.SallieMae.com/investors.

Sallie Mae will host an earnings conference call tomorrow, July 23, 2020, at 8 a.m. EDT. Executives will be on hand to discuss various highlights of the quarter and to answer questions related to Sallie Mae’s performance. To participate, dial 877-356-5689 (USA and Canada) or 706-679-0623 (international) and use access code 5487762 starting at 7:45 a.m. EDT. A replay of the conference call will be available approximately two hours after the call’s conclusion and will remain available through August 6, 2020, by dialing 855-859-2056 (USA and Canada) or 404-537-3406 (international) with access code 5487762.

A live audio webcast of the conference call and presentation slides may be accessed at www.SallieMae.com/investors.

###

Sallie Mae (Nasdaq: SLM) believes education and life-long learning, in all forms, help people achieve great things. As the leader in private student lending, we provide financing and know-how to support access to college and offer products and resources to help customers make new goals and experiences, beyond college, happen. Learn more at SallieMae.com. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.
Contacts:
Media
Rick Castellano, 302-451-2541, rick.castellano@salliemae.com

Investors
Brian Cronin, 302-451-0304, brian.cronin@salliemae.com




https://cdn.kscope.io/3390744cf369054dce2dbb3dbadeb13d-smbl21.jpg
Sallie Mae Reports Second-Quarter 2020 Financial Results

Second-Quarter GAAP Loss Per Share of $0.23; Driven by $243 Million Increase to the Provision for Credit Losses for Estimated Future Economic Impacts of COVID-19

Private Education Loan Portfolio Totals $19.8 Billion at June 30, 2020

$497 Million in Private Education Loans Originated During Quarter

While the pandemic has changed much of the world around us, students and families remain determined to pursue a higher education. Still, many have delayed their decision for how to pay for it as they grapple with the effects of the current economic environment: families have lower disposable income and a greater desire to hold on to assets, and public institutions have increased prices in response to reduced state subsidies. As the leading provider of private student loans, we are well-positioned and well-capitalized to meet families’ needs in this rapidly changing environment.

In response to the impact the pandemic is having on our business, we are aggressively managing expenses and building substantial reserves to stay ahead of the difficult economic conditions that are expected to continue. Our customers are demonstrating their ability to weather it, too, as about half of those who took advantage of our disaster relief have already resumed making payments. This has allowed us to direct our resources and assistance to those customers with ongoing financial distress. This is important work, and our team’s passion for customer care leads them to excel at it.

These extraordinary times validate the value of an education. Those with a higher education have experienced lower job loss and unemployment levels than those without. Education continues to be key to creating a more just and equal society. It was a privilege to announce our $4.5 million commitment to advancing diversity in higher education and supporting programs that foster inclusion, equality, and social justice. It is our hope that, by helping more minority and underserved communities access and complete higher education, we will help more aspire to and achieve the American Dream.
                                     Jonathan Witter, CEO, Sallie Mae

Second-Quarter 2020 Highlights vs. Second-Quarter 2019 Highlights

Net interest income of $349 million, down 12%.
Private education loan originations of $497 million, down 7%.
Ending private education loans outstanding, net, of $19.8 billion, down 7%.
Average yield on the private education loan portfolio was 8.33%, down 106 basis points.
Private education loan provision for loan losses was $229 million, up from $71 million.
Private education loans in forbearance were 9.3% of private education loans in repayment and forbearance, up from 3.6%.
Private education loans in repayment delinquencies as a percentage of private education loans in repayment were 2.2%, down from 2.7%.
Private education loan delinquencies as a percentage of private education loans in repayment and delinquent forbearance loans were 2.7%, unchanged from 2.7%.
Personal loans outstanding of $609 million, down from $1.1 billion.
Paid second-quarter common stock dividend of $0.03 per share, unchanged from prior-year period.
Total non-interest expenses of $142 million, up 2%.

GAAP EPS
Non-GAAP “Core Earnings” EPS(1)

Private Education Loan
Originations
Total Education
Loan Assets, net
Common Equity Tier 1 Risk-Based Capital
2Q20 - $(0.23)2Q20 - $(0.22)2Q20 - $497 million       6/30/20 - $20.5 billion 6/30/20 - 12.4%

Investor Contact:
Brian Cronin, 302-451-0304
brian.cronin@salliemae.com
Media Contact:
Rick Castellano, 302-451-2541
rick.castellano@salliemae.com






The following are significant items or events that occurred in the second-quarter 2020 and will affect the company’s performance in 2020.

Impact of COVID-19 on Sallie Mae
    Early in the second quarter of 2020, severe restrictions were placed on businesses to slow the growth of COVID-19 infections. Many shut down, causing the unemployment rate to increase dramatically, while others instituted a work from home regime. In response, the company offered disaster forbearance to those customers who contacted the company and were negatively affected by COVID-19. As the second quarter of 2020 progressed, cities and states loosened their restrictions, businesses began to re-open, and unemployment rates began to decline. In the latter half of June 2020, the country experienced a significant spike in COVID-19 infections as more people left home for work and other activities. For the quarter ended June 30, 2020, the company considered the current economic forecasts as well as the significant uncertainty of how the recent spike in COVID-19 infections may affect future unemployment rates and the economy in estimating the company’s allowance for loan losses. As a result, the company estimates that the provision for credit losses increased this quarter by $243 million due to the future estimated economic impacts of COVID-19. As the year progresses and COVID-19’s economic impact becomes clearer, the company could experience significant changes in its allowance for loan losses. For further discussion of the risk COVID-19 poses to the business, the company’s response to the pandemic, and the expected impacts of COVID-19 on the business, please refer to the company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2020 (filed with the Securities and Exchange Commission (“SEC”) on July 22, 2020).

    The COVID-19 crisis is unprecedented and has had a significant impact on the economic environment globally and in the U.S. There is a significant amount of uncertainty as to the length and breadth of the impact to the U.S. economy and, consequently, on the company. Please refer to Part II, Item 1A. “Risk Factors — COVID-19 Pandemic” in the company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2020 (filed with the SEC on April 22, 2020), for risks associated with COVID-19. Also, see page 6 for a cautionary note regarding forward-looking statements. Forward-looking statements are subject to risks, uncertainties, assumptions, and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors include, among others, the risks and uncertainties set forth in Item 1A. “Risk Factors” and elsewhere in the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2019 (filed with the SEC on Feb. 28, 2020) and subsequent filings with the SEC.


Guidance
   Given the economic uncertainties resulting from COVID-19, the company withdrew guidance for 2020 earlier in 2020.


































Quarterly Financial Highlights

2Q 20201Q 20202Q 2019
Income Statement ($ millions)
Total interest income$485$575$574
Total interest expense136175177
Net interest income349400397
Less: provisions for credit losses3526193
Total non-interest income (loss)2929219
Total non-interest expenses142147139
Income tax expense (benefit)(31)12134
Net income (loss)(85)362150
Preferred stock dividends334
Net income (loss) attributable to common stock(88)359146
“Core Earnings” adjustments to GAAP(1)
6(32)(14)
Non-GAAP “Core Earnings” net income (loss) attributable to common stock(1)
(82)327132
Ending Balances ($ millions)
Private Education Loans, net$19,793$20,176$21,395
FFELP Loans, net752765813
Personal Loans, net6097471,061
Credit Cards, net107
Deposits$23,592$24,446$21,178
-Brokered12,74913,65811,738
-Retail and other10,84310,7889,440
Key Performance Metrics
Net interest margin4.55%5.08%5.88%
Yield - Total interest-earning assets6.33%7.30%8.50%
-Private Education Loans8.33%8.86%9.39%
-Personal Loans12.54%12.11%12.00%
Cost of Funds1.91%2.41%2.84%
Return on Assets (“ROA”)(2)
(1.1)%4.6%2.1%
Non-GAAP “Core Earnings” ROA(3)
(1.0)%4.2%1.9%
Return on Common Equity (“ROCE”)(4)
(21.0)%67.4%21.8%
Non-GAAP “Core Earnings” ROCE(5)
(19.5)%61.4%19.8%
Per Common Share
GAAP diluted earnings (loss) per common share$(0.23)$0.87$0.34
Non-GAAP “Core Earnings” diluted earnings (loss) per common share(1)
$(0.22)$0.79$0.31
Average common and common equivalent shares outstanding (millions)375413432



4





Footnotes:

(1) Sallie Mae provides “Core Earnings” because it is one of several measures management uses to evaluate management performance and allocate corporate resources. The difference between “Core Earnings” and GAAP net income is driven by mark-to-fair value unrealized gains and losses on derivative contracts recognized in GAAP, but not in “Core Earnings” results. See the “Core Earnings” to GAAP Reconciliation in this press release for a full reconciliation of GAAP and “Core Earnings.” “Core Earnings” exclude periodic unrealized gains and losses caused by the mark-to-fair value valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, but include current period accruals on the derivative instruments. Under GAAP, for our derivatives held to maturity, the cumulative net unrealized gain or loss over the life of the contract will be equal to $0. Management believes the company’s derivatives are effective economic hedges, and, as such, they are a critical element of the company’s interest rate risk management strategy. Our “Core Earnings” are not defined terms within GAAP and may not be comparable to similarly titled measures reported by other companies.

(2) We calculate and report our Return on Assets (“ROA”) as the ratio of (a) GAAP net income (loss) numerator (annualized) to (b) the GAAP total average assets denominator.

(3) We calculate and report our non-GAAP “Core Earnings” Return on Assets (“Core Earnings ROA”) as the ratio of (a) “Core Earnings” net income (loss) numerator (annualized) to (b) the GAAP total average assets denominator.

(4) We calculate and report our Return on Common Equity (“ROCE”) as the ratio of (a) GAAP net income (loss) attributable to common stock numerator (annualized) to (b) the net denominator, which consists of GAAP total average equity less total average preferred stock.

(5) We calculate and report our non-GAAP “Core Earnings” Return on Common Equity (“Core Earnings ROCE”) as the ratio of (a) “Core Earnings” net income (loss) attributable to common stock numerator (annualized) to (b) the net denominator, which consists of GAAP total average equity less total average preferred stock.



***







































5







This press release contains “forward-looking statements” and information based on management’s current expectations as of the date of this release. Statements that are not historical facts, including statements about our beliefs, opinions, or expectations and statements that assume or are dependent upon future events, are forward-looking statements. This includes, but is not limited to: statements regarding future developments surrounding COVID-19 or any other pandemic, including, without limitation, statements regarding the potential impact of COVID-19 or any other pandemic on the company’s business, results of operations, financial condition, and/or cash flows; the company’s expectation and ability to pay a quarterly cash dividend on its common stock in the future, subject to the determination by the company’s Board of Directors, and based on an evaluation of the company’s earnings, financial condition and requirements, business conditions, capital allocation determinations, and other factors, risks, and uncertainties; the company’s 2020 guidance; the company’s three-year horizon outlook; the company’s expectation and ability to execute loan sales and share repurchases; the company’s projections regarding originations, earnings, and balance sheet position; and any estimates related to accounting standard changes. Forward-looking statements are subject to risks, uncertainties, assumptions, and other factors that may cause actual results to be materially different from those reflected in such forward-looking statements. These factors include, among others, the risks and uncertainties set forth in Item 1A. “Risk Factors” and elsewhere in the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2019 (filed with the Securities and Exchange Commission (“SEC”) on Feb. 28, 2020) and subsequent filings with the SEC; the societal, business, and legislative/regulatory impact of pandemics and other public heath crises; increases in financing costs; limits on liquidity; increases in costs associated with compliance with laws and regulations; failure to comply with consumer protection, banking and other laws; changes in accounting standards and the impact of related changes in significant accounting estimates, including any regarding the measurement of our allowance for loan losses and the related provision expense; any adverse outcomes in any significant litigation to which the company is a party; credit risk associated with the company’s exposure to third parties, including counterparties to the company’s derivative transactions; and changes in the terms of education loans and the educational credit marketplace (including changes resulting from new laws and the implementation of existing laws). We could also be affected by, among other things: changes in our funding costs and availability; reductions to our credit ratings; cybersecurity incidents, cyberattacks, and other failures or breaches of our operating systems or infrastructure, including those of third-party vendors; damage to our reputation; risks associated with restructuring initiatives, including failures to successfully implement cost-cutting programs and the adverse effects of such initiatives on our business; changes in the demand for educational financing or in financing preferences of lenders, educational institutions, students, and their families; changes in law and regulations with respect to the student lending business and financial institutions generally; changes in banking rules and regulations, including increased capital requirements; increased competition from banks and other consumer lenders; the creditworthiness of our customers; changes in the general interest rate environment, including the rate relationships among relevant money-market instruments and those of our earning assets versus our funding arrangements; rates of prepayments on the loans that we own; changes in general economic conditions and our ability to successfully effectuate any acquisitions; and other strategic initiatives. The preparation of our consolidated financial statements also requires us to make certain estimates and assumptions, including estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect. All forward-looking statements contained in this release are qualified by these cautionary statements and are made only as of the date of this release. We do not undertake any obligation to update or revise these forward-looking statements to conform such statements to actual results or changes in our expectations.
































6



SLM CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
 
June 30,December 31,
20202019
Assets
Cash and cash equivalents$4,988,961  $5,563,877  
Investments:
Trading investments at fair value (cost of $12,551)14,261  —  
Available-for-sale investments at fair value (cost of $2,013,021 and $485,756, respectively)2,020,948  487,669  
Other investments81,967  84,420  
Total investments2,117,176  572,089  
Loans held for investment (net of allowance for losses of $1,929,323 and $441,912, respectively)21,163,931  24,667,792  
Restricted cash115,192  156,883  
Other interest-earning assets74,902  52,564  
Accrued interest receivable1,392,677  1,392,725  
Premises and equipment, net147,738  134,749  
Income taxes receivable, net340,779  88,844  
Tax indemnification receivable28,125  27,558  
Other assets42,629  29,398  
Total assets$30,412,110  $32,686,479  
Liabilities
Deposits$23,592,119  $24,283,983  
Short-term borrowings—  289,230  
Long-term borrowings4,449,767  4,354,037  
Upromise member accounts—  192,662  
Other liabilities353,305  254,731  
Total liabilities28,395,191  29,374,643  
Commitments and contingencies
Equity
Preferred stock, par value $0.20 per share, 20 million shares authorized:
Series B: 4 million and 4 million shares issued, respectively, at stated value of $100 per share400,000  400,000  
Common stock, par value $0.20 per share, 1.125 billion shares authorized: 456.5 million and 453.6 million shares issued, respectively91,317  90,720  
Additional paid-in capital1,234,450  1,307,630  
Accumulated other comprehensive loss (net of tax benefit of ($14,314) and ($3,995), respectively)(44,071) (12,367) 
Retained earnings1,133,269  1,850,512  
Total SLM Corporation stockholders’ equity before treasury stock2,814,965  3,636,495  
Less: Common stock held in treasury at cost: 81.3 million and 32.5 million shares, respectively(798,046) (324,659) 
Total equity2,016,919  3,311,836  
Total liabilities and equity$30,412,110  $32,686,479  


7


SLM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
Three Months EndedSix Months Ended
 June 30,June 30,
 2020201920202019
Interest income:
Loans$480,170  $553,905  $1,035,447  $1,107,384  
Investments2,489  1,706  5,006  3,127  
Cash and cash equivalents2,136  18,111  19,275  29,664  
Total interest income484,795  573,722  1,059,728  1,140,175  
Interest expense:
Deposits100,246  136,597  235,358  262,584  
Interest expense on short-term borrowings3,399  1,135  7,616  2,300  
Interest expense on long-term borrowings32,375  39,122  67,863  76,142  
Total interest expense136,020  176,854  310,837  341,026  
Net interest income348,775  396,868  748,891  799,149  
Less: provisions for credit losses351,887  93,375  413,145  157,165  
Net interest income (loss) after provisions for credit losses(3,112) 303,493  335,746  641,984  
Non-interest income (loss):
Gains (losses) on sales of loans, net(369) —  238,566  —  
Gains on derivatives and hedging activities, net3,751  16,736  49,423  19,499  
Other income25,412  2,655  32,899  16,033  
Total non-interest income28,794  19,391  320,888  35,532  
Non-interest expenses:
Compensation and benefits72,448  66,495  156,670  145,233  
FDIC assessment fees7,163  7,356  16,053  14,974  
Other operating expenses61,946  64,955  116,132  118,746  
Total non-interest expenses141,557  138,806  288,855  278,953  
Income (loss) before income tax expense (benefit)(115,875) 184,078  367,779  398,563  
Income tax expense (benefit)(30,664) 33,801  90,817  90,097  
Net income (loss)(85,211) 150,277  276,962  308,466  
Preferred stock dividends2,478  4,331  5,942  8,799  
Net income (loss) attributable to SLM Corporation common stock$(87,689) $145,946  $271,020  $299,667  
Basic earnings (loss) per common share attributable to SLM Corporation$(0.23) $0.34  $0.69  $0.69  
Average common shares outstanding375,009  429,278  392,397  431,911  
Diluted earnings (loss) per common share attributable to SLM Corporation$(0.23) $0.34  $0.69  $0.69  
Average common and common equivalent shares outstanding375,009  432,253  395,191  435,233  
Declared dividends per common share attributable to SLM Corporation$0.06  $0.06  $0.09  $0.09  


8



“Core Earnings” to GAAP Reconciliation
The following table reflects adjustments associated with our derivative activities.
Three Months EndedSix Months Ended
June 30,June 30,
(Dollars in thousands, except per share amounts)2020201920202019
“Core Earnings” adjustments to GAAP:
GAAP net income (loss)$(85,211) $150,277  $276,962  $308,466  
Preferred stock dividends2,478  4,331  5,942  8,799  
GAAP net income (loss) attributable to SLM Corporation common stock$(87,689) $145,946  $271,020  $299,667  
Adjustments:
Net impact of derivative accounting(1)
7,853  (18,242) (34,459) (22,444) 
Net tax expense (benefit)(2)
1,918  (4,458) (8,412) (5,485) 
Total “Core Earnings” adjustments to GAAP5,935  (13,784) (26,047) (16,959) 
“Core Earnings” (loss) attributable to SLM Corporation common stock$(81,754) $132,162  $244,973  $282,708  
GAAP diluted earnings (loss) per common share$(0.23) $0.34  $0.69  $0.69  
Derivative adjustments, net of tax0.01  (0.03) (0.07) (0.04) 
“Core Earnings” diluted earnings (loss) per common share$(0.22) $0.31  $0.62  $0.65  
______
(1) Derivative Accounting: “Core Earnings” exclude periodic unrealized gains and losses caused by the mark-to-fair value valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, but include current period accruals on the derivative instruments. Under GAAP, for our derivatives held to maturity, the cumulative net unrealized gain or loss over the life of the contract will equal $0.

(2) “Core Earnings” tax rate is based on the effective tax rate at Sallie Mae Bank where the derivative instruments are held.

The following table reflects our provisions for credit losses and total portfolio net charge-offs:
Three Months EndedSix Months Ended
June 30,June 30,
(Dollars in thousands)2020201920202019
Provisions for credit losses$351,887  $93,375  $413,145  $157,165  
Total portfolio net charge-offs(39,637) (67,243) (101,068) (115,699) 

In 2020, we began to evaluate management’s performance internally using a measure that starts with “Core Earnings” net income as disclosed above for a period, and further adjusting it by increasing it by the impact of GAAP provisions for credit losses and decreasing it by the total portfolio net charge-offs recorded in that period, net of the tax impact of these adjustments.
9