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SLM Corporation's Portfolio of Managed Loans Grows 18 Percent in First-Quarter 2007

   Sallie Mae logo. (PRNewsFoto/Sallie Mae) (Newscom TagID: prnphotos052857)

RESTON, VA UNITED STATES
                        Loan Purchases Up 45 Percent
          Internal Lending Brand Originations Increase 35 Percent
       Direct-to-Consumer Private Education Loans Increase 64 Percent

    RESTON, Va., April 24 /PRNewswire-FirstCall/ -- SLM Corporation (NYSE:
SLM), commonly known as Sallie Mae, today reported first-quarter 2007
earnings and performance results that include an 18-percent increase in the
managed student loan portfolio to $150 billion from the year-ago quarter's
$127 billion. Also during the quarter, the company originated $4.8 billion
through its internal lending brands, a 35-percent increase over the
year-ago period.
    (Logo: http://www.newscom.com/cgi-bin/prnh/20030617/SLMLOGO-a )
    "Our recent acquisition announcement reaffirms and strengthens our
commitment to invest in the next generation of America's students," said
Tim Fitzpatrick, chief executive officer. "We remain focused on doing what
we do best: providing access to education savings and low-cost financing
together with the best information resources to help students pay for
college."
    The company purchased $11.6 billion in education loans during the
first- quarter 2007, a 45-percent increase from the year-ago period. Also
during the 2007 first quarter, the company originated $8.0 billion in
preferred-channel loans. Approximately 60 percent of all preferred-channel
loans originated in the first quarter 2007 were originated by the company's
internal lending brands, compared to 47 percent in the year ago period.
Preferred-channel loan originations include loans originated by the
company's internal lending brands and external lending partners.
    Private education loan originations, a segment of preferred-channel
originations, were $2.4 billion, and included more than $241 million of
direct-to-consumer loans, a 64-percent increase from $147 million of
private education loans originated through this channel in the year-ago
quarter.
    Sallie Mae reports financial results on a GAAP basis and also presents
certain non-GAAP or "core earnings" performance measures. The company's
management, equity investors, credit rating agencies and debt capital
providers use these "core earnings" measures to monitor the company's
business performance.
    Sallie Mae reported first-quarter 2007 GAAP net income of $116 million,
or $.26 per diluted share, compared to $152 million, or $.34 per diluted
share, in the year-ago period. Included in these GAAP results are pre-tax
losses on derivative and hedging activities of $(357) million, compared to
$(87) million in the year-ago quarter, servicing and securitization revenue
of $252 million, compared to $99 million in the year-ago period, and a
provision for losses of $150 million, compared to $60 million in the
year-ago period.
    "Core earnings" net income for the quarter was $251 million, or $.57
per diluted share, compared to $287 million, or $.65 per diluted share in
the year-ago quarter. These results include a provision for losses of $199
million in the first-quarter 2007, compared to $75 million in the first-
quarter 2006. Annualized net charge-offs as a percentage of average private
education loans in repayment were 3.4 percent in the first quarter of 2007,
compared to 1.3 percent in the year-ago period.
    "Core earnings" net interest income was $644 million for the quarter,
up from the year-ago quarter's $596 million. "Core earnings" other income,
which consists primarily of fees earned from guarantor servicing and
collection activity, was $288 million for the 2007 first quarter, a
17-percent increase from $246 million in the year-ago quarter. "Core
earnings" operating expenses were $332 million in the first-quarter 2007,
compared to $309 million in the same quarter last year.
    Both a description of the "core earnings" treatment and a full
reconciliation to the GAAP income statement can be found at:
http://www2.salliemae.com/investors/stockholderinfo/earningsinfo, click on
the First Quarter 2007 Supplemental Earnings Disclosure.
    Total equity for the company at March 31, 2007, was $4.4 billion, up
from $3.8 billion a year ago. The company's tangible capital at March 31,
2007, was 1.75 percent of managed assets, compared to 1.86 percent at the
same time last year. The "core earnings" student loan spread was 1.82
percent in the first-quarter 2007.
    Forward Looking Statements:
    This press release contains "forward-looking statements" that are based
on management's current expectations as of the date of this document. When
used in this release, the words "should" "expect" and similar expressions
are intended to identify forward-looking statements. These statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject
to risks, uncertainties, assumptions and other factors that may cause the
actual results to be materially different from those reflected in such
forward-looking statements. Such risks include, among others, changes in
the terms of student loans and the educational credit marketplace arising
from the implementation of applicable laws and regulations, and from
changes in such laws and regulations, changes in the demand for educational
financing or in financing preferences of educational institutions, students
and their families, contractual risks including termination of credit
facilities in accordance with their terms, changes in the company's
portfolio mix, changes in investor's demand for the company's or
affiliate's securities, changes in prepayment rates and credit spreads,
changes in the asset backed or securities markets in general, changes in
debt securities ratings, and changes in the general interest rate
environment. For more information, see the company's filings with the
Securities and Exchange Commission.
    IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER WILL BE FILED
WITH THE SEC:
    In connection with the proposed merger, the Company will file a proxy
statement with the Securities and Exchange Commission (the "SEC").
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC's website at
http://www.sec.gov. The Company's security holders and other interested
parties will also be able to obtain, without charge, a copy of the proxy
statement and other relevant documents (when available) by directing a
request by mail or telephone to Investor Relations, SLM Corporation, 12061
Bluemont Way, Reston, Va. 20190, telephone (703) 984-6746, or from the
Company's Web site, http://www.salliemae.com.
    The Company and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from the Company's shareholders with respect to the
Merger. Information about the Company's directors and executive officers
and their ownership of the Company's common stock is set forth in the proxy
statement for the Company's 2007 Annual Meeting of Shareholders, which was
filed with the SEC on April 9, 2007. Shareholders and investors may obtain
additional information regarding the interests of the Company and its
directors and executive officers in the Merger, which may be different than
those of the Company's shareholders generally, by reading the proxy
statement and other relevant documents regarding the Merger, which will be
filed with the SEC.
    SLM Corporation (NYSE: SLM), commonly known as Sallie Mae, is the
nation's leading provider of saving- and paying-for-college programs. The
company manages $150 billion in education loans and serves nearly 10
million student and parent customers. Through its Upromise affiliates, the
company also manages $17 billion in 529 college-savings plans, and over 7.5
million members have joined Upromise to help save for college with rewards
on purchases at nearly 70,000 places. Sallie Mae and its subsidiaries offer
debt management services as well as business and technical products to a
range of business clients, including higher education institutions, student
loan guarantors and state and federal agencies. More information is
available at http://www.salliemae.com. SLM Corporation and its subsidiaries are
not sponsored by or agencies of the United States of America.
                               SLM CORPORATION

                       Supplemental Earnings Disclosure

                                March 31, 2007

               (Dollars in millions, except earnings per share)

                                                      Quarters ended
                                           -----------------------------------
                                            March 31,  December 31, March 31,
                                               2007        2006        2006
                                           ----------  -----------  ----------
                                           (unaudited) (unaudited) (unaudited)
    SELECTED FINANCIAL INFORMATION
      AND RATIOS

    GAAP Basis
    Net income                                 $116         $18        $152
    Diluted earnings per common share(1)       $.26        $.02        $.34
    Return on assets                            .43%        .07%        .68%

    "Core Earnings" Basis(2)
    "Core Earnings" net income                 $251        $326        $287
    "Core Earnings" diluted earnings
      per common share(1)                      $.57        $.74        $.65
    "Core Earnings" return on assets            .64%        .84%        .85%

    OTHER OPERATING STATISTICS
    Average on-balance sheet student
      loans                                $101,499     $91,522     $82,850
    Average off-balance sheet student
      loans                                  44,663      47,252      42,069
                                           ----------  ----------- -----------
    Average Managed student loans          $146,162    $138,774    $124,919
                                           ==========  =========== ===========

    Ending on-balance sheet student
      loans, net                           $104,581     $95,920     $81,645
    Ending off-balance sheet student
      loans, net                             45,380      46,172      45,225
                                           ----------  ----------- -----------
    Ending Managed student
      loans, net                           $149,961    $142,092    $126,870
                                           ==========  =========== ===========

    Ending Managed FFELP Stafford
      and Other Student Loans, net          $41,832     $39,869     $42,340
    Ending Managed FFELP Consolidation
      Loans, net                             83,928      79,635      66,662
    Ending Managed Private Education
      Loans, net                             24,201      22,588      17,868
                                           ----------  ----------- -----------
    Ending Managed student loans, net      $149,961    $142,092    $126,870
                                           ==========  =========== ===========

    (1)  In December 2004, the Company adopted the Emerging Issues Task Force
         ("EITF") Issue No. 04-8, "The Effect of Contingently Convertible Debt
         on Diluted Earnings per Share," as it relates to the Company's
         $2 billion in contingently convertible debt instruments ("Co-Cos")
         issued in May 2003. EITF No. 04-8 requires the shares underlying
         Co-Cos to be included in diluted earnings per common share
         computations regardless of whether the market price trigger or the
         conversion price has been met, using the "if-converted" method. The
         impact of Co-Cos to diluted earnings per common share is as follows:


                                                     Quarters ended
                                           -----------------------------------
                                            March 31,  December 31, March 31,
                                               2007        2006        2006
                                           ----------  ----------- -----------
                                           (unaudited) (unaudited) (unaudited)
    Impact of Co-Cos on GAAP diluted
      earnings per common share(A)               $-          $-          $-
    Impact of Co-Cos on "Core Earnings"
      diluted earnings per common share          $-       $(.01)      $(.01)

        (A)  There is no impact on diluted earnings per common share because
             the effect of the assumed conversion is antidilutive.

    (2)  See explanation of "Core Earnings" performance measures under
         "Reconciliation of 'Core Earnings' Net Income to GAAP Net Income."



                               SLM CORPORATION

                         Consolidated Balance Sheets

                   (In thousands, except per share amounts)

                                   March 31,     December 31,     March 31,
                                     2007            2006           2006
                                  ------------   ------------    -----------
                                  (unaudited)                    (unaudited)

    Assets
    FFELP Stafford and Other
      Student Loans (net of
      allowance for losses of
      $10,192; $8,701; and
      $5,547, respectively)        $28,561,670    $24,840,464    $18,882,890
    FFELP Consolidation Loans
      (net of allowance for
      losses of $12,087;
      $11,614; and $9,983
      respectively)                 66,170,098     61,324,008     53,450,647
    Private Education Loans (net
      of allowance for losses of
      $369,072; $308,346; and
      $232,147, respectively)        9,849,481      9,755,289      9,311,164
    Other loans (net of allowance
      for losses of $19,803;
      $20,394; and $15,081,
      respectively)                  1,350,416      1,308,832      1,114,200
    Cash and investments             6,116,168      5,184,673      4,349,669
    Restricted cash and investments  3,719,020      3,423,326      3,065,148
    Retained Interest in off-balance
      sheet securitized loans        3,643,322      3,341,591      2,487,117
    Goodwill and acquired
      intangible assets, net         1,364,016      1,371,606      1,091,301
    Other assets                     6,102,275      5,585,943      4,013,450
                                  ------------   ------------    -----------
    Total assets                  $126,876,466   $116,135,732    $97,765,586
                                  ============   ============    ===========

    Liabilities
    Short-term borrowings           $4,428,980     $3,528,263     $3,362,548
    Long-term borrowings           114,070,797    104,558,531     87,083,110
    Other liabilities                3,990,878      3,679,781      3,555,318
                                  ------------   ------------    -----------
    Total liabilities              122,490,655    111,766,575     94,000,976
                                  ============   ============    ===========

    Commitments and contingencies

    Minority interest in
      subsidiaries                       9,029          9,115          9,682

    Stockholders' equity
    Preferred stock, par value
      $.20 per share, 20,000 shares
      authorized; Series A: 3,300;
      3,300; and 3,300 shares,
      respectively, issued at stated
      value of $50 per share;
      Series B: 4,000; 4,000; and
      4,000 shares, respectively,
      issued at stated value of
      $100 per share                   565,000        565,000        565,000
    Common stock, par value $.20 per
      share, 1,125,000 shares
      authorized: 434,587; 433,113;
      and 429,329 shares,
      respectively, issued              86,918         86,623         85,866
    Additional paid-in capital       2,638,334      2,565,211      2,364,252
    Accumulated other comprehensive
      income, net of tax               300,884        349,111        328,496
    Retained earnings                1,833,359      1,834,718      1,163,570
                                  ------------   ------------    -----------
    Stockholders' equity before
      treasury stock                 5,424,495      5,400,663      4,507,184
    Common stock held in
      treasury: 22,650; 22,496;
      and 16,599 shares,
      respectively                   1,047,713      1,040,621        752,256
                                  ------------   ------------    -----------
    Total stockholders' equity       4,376,782      4,360,042      3,754,928
                                  ------------   ------------    -----------
    Total liabilities and
      stockholders' equity        $126,876,466   $116,135,732    $97,765,586
                                  ============   ============    ===========



                               SLM CORPORATION

                      Consolidated Statements of Income

                   (In thousands, except per share amounts)

                                                    Quarters ended
                                        -------------------------------------
                                         March 31,    December 31,  March 31,
                                           2007           2006        2006
                                        ------------ ------------- ----------
                                        (unaudited)   (unaudited) (unaudited)
    Interest income:
      FFELP Stafford and Other
        Student Loans                     $450,762     $408,727     $298,500
      FFELP Consolidation Loans          1,014,846      966,840      821,335
      Private Education Loans              338,421      291,425      241,353
      Other loans                           27,973       26,556       23,307
      Cash and investments                 113,904      141,155       95,810
                                        ------------ ------------- ----------
    Total interest income                1,945,906    1,834,703    1,480,305
    Total interest expense               1,532,090    1,462,733    1,092,784
                                        ------------ ------------- ----------
    Net interest income                    413,816      371,970      387,521
    Less: provisions for losses            150,330       92,005       60,319
                                        ------------ ------------- ----------
    Net interest income after
      provisions for losses                263,486      279,965      327,202
                                        ------------ ------------- ----------
    Other income:
      Gains on student loan
        securitizations                    367,300            -       30,023
      Servicing and securitization
        revenue                            251,938      184,686       98,931
      Losses on securities, net            (30,967)     (24,458)      (2,948)
      Gains (losses) on derivative and
        hedging activities, net           (356,969)    (244,521)     (86,739)
      Guarantor servicing fees              39,241       33,089       26,907
      Debt management fees                  87,322       92,501       91,612
      Collections revenue                   65,562       57,878       56,681
      Other                                 96,433      103,927       71,376
                                        ------------ ------------- ----------
    Total other income                     519,860      203,102      285,843
    Operating expenses                     356,174      352,747      323,309
                                        ------------ ------------- ----------
    Income before income taxes and
      minority interest in net
      earnings of subsidiaries             427,172      130,320      289,736
    Income taxes                           310,014      111,752      137,045
                                        ------------ ------------- ----------
    Income before minority interest in
      net earnings of subsidiaries         117,158       18,568      152,691
    Minority interest in net earnings
      of subsidiaries                        1,005          463        1,090
                                        ------------ ------------- ----------
    Net income                             116,153       18,105      151,601
    Preferred stock dividends                9,093        9,258        8,301
                                        ------------ ------------- ----------
    Net income attributable to common
      stock                               $107,060       $8,847     $143,300
                                        ============ ============= ==========
    Basic earnings per common share           $.26         $.02         $.35
                                        ============ ============= ==========
    Average common shares outstanding      411,040      409,597      412,675
                                        ============ ============= ==========
    Diluted earnings per common share         $.26         $.02         $.34
                                        ============ ============= ==========
    Average common and common equivalent
      shares outstanding                   418,449      418,357      422,974
                                        ============ ============= ==========
    Dividends per common share                $.25         $.25         $.22
                                        ============ ============= ==========



                               SLM CORPORATION

                         Segment and "Core Earnings"

                      Consolidated Statements of Income

                                (In thousands)

                                Quarter ended March 31, 2007
                    ----------------------------------------------------------
                                      Corporate  Total
                                          and    "Core                 Total
                     Lending    DMO     Other  Earnings" Adjustments   GAAP
                    --------- ------- -------  --------  ----------  --------
                                          (unaudited)
    Interest income:
      FFELP Stafford
       and Other
       Student Loans $695,353  $    - $     -  $695,353  $(244,591)  $450,762
      FFELP
       Consolidation
       Loans        1,331,235       -       - 1,331,235   (316,389) 1,014,846
      Private
       Education
       Loans          657,584       -       -   657,584   (319,163)   338,421
      Other loans      27,973       -       -    27,973          -     27,973
      Cash and
       investments    161,677       -   2,135   163,812    (49,908)   113,904
                    --------- ------- -------  --------  ----------  --------
    Total interest
     income         2,873,822       -   2,135 2,875,957   (930,051) 1,945,906
    Total interest
     expense        2,220,136   6,687   5,568 2,232,391   (700,301) 1,532,090
                    --------- ------- -------  --------  ----------  --------
    Net interest
     income           653,686  (6,687) (3,433)  643,566   (229,750)   413,816
    Less: provisions
     for losses       197,930       -     606   198,536    (48,206)   150,330
                    --------- ------- -------  --------  ----------  --------
    Net interest
     income after
     provisions for
     losses           455,756  (6,687) (4,039)  445,030   (181,544)   263,486
    Fee income              -  87,326  39,241   126,567         (4)   126,563
    Collections revenue     -  65,322       -    65,322        240     65,562
    Other income       44,418       -  51,317    95,735    232,000    327,735
                    --------- ------- -------  --------  ----------  --------
    Total other income 44,418 152,648  90,558   287,624    232,236    519,860
    Operating
     expenses(1)      171,563  93,248  67,505   332,316     23,858    356,174
                    --------- ------- -------  --------  ----------  --------
    Income before
     income taxes
     and minority
     interest in
     net earnings of
     subsidiaries     328,611  52,713  19,014   400,338     26,834    427,172
    Income tax
     expense(2)       121,586  19,504   7,035   148,125    161,889    310,014
    Minority interest
     in net earnings
     of subsidiaries        -   1,005       -     1,005          -      1,005
                    --------- ------- -------  --------  ----------  --------
    Net income       $207,025 $32,204 $11,979  $251,208  $(135,055)  $116,153
                    ========= ======= =======  ========  ==========  ========


    (1)  Operating expenses for the Lending, DMO, and Corporate and Other
         business segments include $9 million, $3 million, and $4 million,
         respectively, of stock option compensation expense.

    (2)  Income taxes are based on a percentage of net income before tax for
         the individual reportable segment.


                               Quarter ended December 31, 2006
                    ---------------------------------------------------------
                                     Corporate   Total
                                         and     "Core                 Total
                     Lending     DMO    Other  Earnings" Adjustments    GAAP
                    --------- ------- -------  --------  ----------  --------
                                          (unaudited)
    Interest income:
      FFELP Stafford
       and Other
       Student Loans $700,961  $    -  $    -  $700,961  $(292,234)  $408,727
      FFELP
       Consolidation
       Loans        1,305,744       -       - 1,305,744   (338,904)   966,840
      Private
       Education
       Loans          620,092       -       -   620,092   (328,667)   291,425
      Other loans      26,556       -       -    26,556          -     26,556
      Cash and
       investments    197,161       -   2,225   199,386    (58,231)   141,155
                    --------- ------- -------  --------  ----------  --------
    Total interest
     income         2,850,514       -   2,225 2,852,739 (1,018,036) 1,834,703
    Total interest
     expense        2,189,781   6,440   5,630 2,201,851   (739,118) 1,462,733
                    --------- ------- -------  --------  ----------  --------
    Net interest
     income           660,733  (6,440) (3,405)  650,888   (278,918)   371,970
    Less: provisions
     for losses        87,895       -     298    88,193      3,812     92,005
                    --------- ------- -------  --------  ----------  --------
    Net interest
     income after
     provisions for
     losses           572,838  (6,440) (3,703)  562,695   (282,730)   279,965
    Fee income              -  92,501  33,089   125,590          -    125,590
    Collections
     revenue                -  57,473       -    57,473        405     57,878
    Other income       40,034       -  59,690    99,724    (80,090)    19,634
                    --------- ------- -------  --------  ----------  --------
    Total other income 40,034 149,974  92,779   282,787    (79,685)   203,102
    Operating
     expenses(1)      164,289  91,833  71,567   327,689     25,058    352,747
                    --------- ------- -------  --------  ----------  --------
    Income before
     income taxes
     and minority
     interest in
     net earnings of
     subsidiaries     448,583  51,701  17,509   517,793   (387,473)  130,320
    Income tax
     expense(2)       165,976  19,178   6,429   191,583    (79,831)  111,752
    Minority interest
     in net earnings
     of subsidiaries        -     463       -       463          -       463
                    --------- ------- -------  --------  ----------  --------
    Net income       $282,607 $32,060 $11,080  $325,747  $(307,642)  $18,105
                    ========= ======= =======  ========  ==========  ========

    (1)  Operating expenses for the Lending, DMO, and Corporate and Other
         business segments include $8 million, $3 million, and $3 million,
         respectively, of stock option compensation expense.

    (2)  Income taxes are based on a percentage of net income before tax for
         the individual reportable segment.


                                  Quarter ended March 31, 2006
                    ---------------------------------------------------------
                                      Corporate  Total
                                          and    "Core                Total
                     Lending     DMO     Other  Earnings" Adjustments  GAAP
                    --------- ------- -------  --------  ----------  --------
                                           (unaudited)
    Interest income:
      FFELP Stafford
       and Other
       Student Loans $649,751  $    -  $    -  $649,751  $(351,251)  $298,500
      FFELP
       Consolidation
       Loans        1,027,962       -       - 1,027,962   (206,627)   821,335
      Private
       Education
       Loans          428,760       -       -   428,760   (187,407)   241,353
      Other loans      23,307       -       -    23,307          -     23,307
      Cash and
       investments    130,461       -   1,323   131,784    (35,974)    95,810
                    --------- ------- -------  --------  ----------  --------
    Total interest
     income         2,260,241       -   1,323 2,261,564   (781,259) 1,480,305
    Total interest
     expense        1,659,372   5,156   1,278 1,665,806   (573,022) 1,092,784
                    --------- ------- -------  --------  ----------  --------
    Net interest
     income           600,869  (5,156)     45   595,758   (208,237)   387,521
    Less: provisions
     for losses        74,820       -      19    74,839    (14,520)    60,319
                    --------- ------- -------  --------  ----------  --------
    Net interest
     income after
     provisions for
     losses           526,049  (5,156)     26   520,919   (193,717)   327,202
    Fee income              -  91,612  26,907   118,519          -    118,519
    Collections
     revenue                -  56,540       -    56,540        141     56,681
    Other income       40,572       -  30,009    70,581     40,062    110,643
                    --------- ------- -------  --------  ----------  --------
    Total other
     income            40,572 148,152  56,916   245,640     40,203    285,843
    Operating
     expenses(1)      161,438  89,513  58,512   309,463     13,846    323,309
                    --------- ------- -------  --------  ----------  --------
    Income before
     income taxes
     and minority
     interest in
     net earnings of
     subsidiaries     405,183  53,483  (1,570)  457,096   (167,360)   289,736
    Income tax
     expense(2)       149,917  19,789    (581)  169,125    (32,080)   137,045
    Minority interest
     in net earnings
     of subsidiaries        -   1,090       -     1,090          -      1,090
                    --------- ------- -------  --------  ----------  --------
    Net income       $255,266 $32,604   $(989) $286,881  $(135,280)  $151,601
                    ========= ======= =======  ========  ==========  ========

    (1)  Operating expenses for the Lending, DMO, and Corporate and Other
         business segments include $10 million, $3 million, and $5 million,
         respectively, of stock option compensation expense.

    (2)  Income taxes are based on a percentage of net income before tax for
         the individual reportable segment.



                               SLM CORPORATION

       Reconciliation of "Core Earnings" Net Income to GAAP Net Income

                   (In thousands, except per share amounts)

                                                   Quarters ended
                                         ------------------------------------
                                          March 31,  December 31,  March 31,
                                             2007       2006        2006
                                         ----------- ----------- ------------
                                         (unaudited) (unaudited) (unaudited)
    "Core Earnings" net income(A)          $251,208    $325,747    $286,881
    "Core Earnings" adjustments:
      Net impact of securitization
       accounting                           421,485     (67,984)    (62,061)
      Net impact of derivative
       accounting                          (331,724)   (242,614)    (38,817)
      Net impact of Floor Income            (39,021)    (51,762)    (52,569)
      Net impact of acquired
       intangibles(B)                       (23,906)    (25,113)    (13,913)
                                         ----------- ----------- ------------
    Total "Core Earnings" adjustments
     before income taxes and minority
     interest in net earnings of
     subsidiaries                            26,834    (387,473)   (167,360)
    Net tax effect(C)                      (161,889)     79,831      32,080
                                         ----------- ----------- ------------
    Total "Core Earnings" adjustments
      before minority interest in net
      earnings of subsidiaries             (135,055)   (307,642)   (135,280)
    Minority interest in net earnings
     of subsidiaries                              -           -           -
                                         ----------- ----------- ------------
    Total "Core Earnings" adjustments      (135,055)   (307,642)   (135,280)
                                         ----------- ----------- ------------
    GAAP net income                        $116,153     $18,105    $151,601
                                         =========== =========== ============
    GAAP diluted earnings per
     common share                              $.26        $.02        $.34
                                         =========== =========== ============


    (A)  "Core Earnings" diluted earnings
          per common share                     $.57        $.74        $.65
                                         =========== =========== ============

    (B)  Represents goodwill and intangible impairment and the amortization of
         acquired intangibles.

    (C)  Such tax effect is based upon the Company's "Core Earnings" effective
         tax rate for the year. The net tax effect results primarily from the
         exclusion of the permanent income tax impact of the equity forward
         contracts.
    "Core Earnings"
    In accordance with the Rules and Regulations of the Securities and
Exchange Commission ("SEC"), we prepare financial statements in accordance
with generally accepted accounting principles in the United States of
America ("GAAP"). In addition to evaluating the Company's GAAP-based
financial information, management evaluates the Company's business segments
on a basis that, as allowed under SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," differs from GAAP. We refer to
management's basis of evaluating our segment results as "Core Earnings"
presentations for each business segment and we refer to this information in
our presentations with credit rating agencies and lenders. While "Core
Earnings" are not a substitute for reported results under GAAP, we rely on
"Core Earnings" to manage each operating segment because we believe these
measures provide additional information regarding the operational and
performance indicators that are most closely assessed by management.
    Our "Core Earnings" are not defined terms within GAAP and may not be
comparable to similarly titled measures reported by other companies. "Core
Earnings" net income reflects only current period adjustments to GAAP net
income as described below. Unlike financial accounting, there is no
comprehensive, authoritative guidance for management reporting and as a
result, our management reporting is not necessarily comparable with similar
information for any other financial institution. Our operating segments are
defined by the products and services they offer or the types of customers
they serve, and they reflect the manner in which financial information is
currently evaluated by management. Intersegment revenues and expenses are
netted within the appropriate financial statement line items consistent
with the income statement presentation provided to management. Changes in
management structure or allocation methodologies and procedures may result
in changes in reported segment financial information. A more detailed
discussion of the differences between GAAP and "Core Earnings" follows.
    Limitations of "Core Earnings"
    While GAAP provides a uniform, comprehensive basis of accounting, for
the reasons described above, management believes that "Core Earnings" are
an important additional tool for providing a more complete understanding of
the Company's results of operations. Nevertheless, "Core Earnings" are
subject to certain general and specific limitations that investors should
carefully consider. For example, as stated above, unlike financial
accounting, there is no comprehensive, authoritative guidance for
management reporting. Our "Core Earnings" are not defined terms within GAAP
and may not be comparable to similarly titled measures reported by other
companies. Unlike GAAP, "Core Earnings" reflect only current period
adjustments to GAAP. Accordingly, the Company's "Core Earnings"
presentation does not represent a comprehensive basis of accounting.
Investors, therefore, may not compare our Company's performance with that
of other financial services companies based upon "Core Earnings." "Core
Earnings" results are only meant to supplement GAAP results by providing
additional information regarding the operational and performance indicators
that are most closely used by management, the Company's board of directors,
rating agencies and lenders to assess performance.
    Other limitations arise from the specific adjustments that management
makes to GAAP results to derive "Core Earnings" results. For example, in
reversing the unrealized gains and losses that result from SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," on
derivatives that do not qualify for "hedge treatment," as well as on
derivatives that do qualify but are in part ineffective because they are
not perfect hedges, we focus on the long-term economic effectiveness of
those instruments relative to the underlying hedged item and isolate the
effects of interest rate volatility, changing credit spreads and changes in
our stock price on the fair value of such instruments during the period.
Under GAAP, the effects of these factors on the fair value of the
derivative instruments (but not on the underlying hedged item) tend to show
more volatility in the short term. While our presentation of our results on
a "Core Earnings" basis provides important information regarding the
performance of our Managed portfolio, a limitation of this presentation is
that we are presenting the ongoing spread income on loans that have been
sold to a trust managed by us. While we believe that our "Core Earnings"
presentation presents the economic substance of our Managed loan portfolio,
it understates earnings volatility from securitization gains. Our "Core
Earnings" results exclude certain Floor Income, which is real cash income,
from our reported results and therefore may understate earnings in certain
periods. Management's financial planning and valuation of operating
results, however, does not take into account Floor Income because of its
inherent uncertainty, except when it is economically hedged through Floor
Income Contracts.
    Pre-Tax Differences between "Core Earnings" and GAAP
    Our "Core Earnings" are the primary financial performance measures used
by management to evaluate performance and to allocate resources.
Accordingly, financial information is reported to management on a "Core
Earnings" basis by reportable segment, as these are the measures used
regularly by our chief operating decision maker. Our "Core Earnings" are
used in developing our financial plans and tracking results, and also in
establishing corporate performance targets and determining incentive
compensation. Management believes this information provides additional
insight into the financial performance of the Company's core business
activities. "Core Earnings" net income reflects only current period
adjustments to GAAP net income, as described in the more detailed
discussion of the differences between "Core Earnings" and GAAP that
follows, which includes further detail on each specific adjustment required
to reconcile our "Core Earnings" segment presentation to our GAAP earnings.
    1)  Securitization Accounting: Under GAAP, certain securitization
        transactions in our Lending operating segment are accounted for as
        sales of assets. Under "Core Earnings" for the Lending operating
        segment, we present all securitization transactions on a "Core
        Earnings" basis as long-term non-recourse financings. The upfront
        "gains" on sale from securitization transactions as well as ongoing
        "servicing and securitization revenue" presented in accordance with
        GAAP are excluded from "Core Earnings" and are replaced by the
        interest income, provisions for loan losses, and interest expense as
        they are earned or incurred on the securitization loans. We also
        exclude transactions with our off-balance sheet trusts from "Core
        Earnings" as they are considered intercompany transactions on a "Core
        Earnings" basis.

    2)  Derivative Accounting: "Core Earnings" exclude periodic unrealized
        gains and losses arising primarily in our Lending operating segment,
        and to a lesser degree in our Corporate and Other reportable segment,
        that are caused primarily by the one-sided mark-to-market derivative
        valuations prescribed by SFAS No. 133 on derivatives that do not
        qualify for "hedge treatment" under GAAP. In our "Core Earnings"
        presentation, we recognize the economic effect of these hedges, which
        generally results in any cash paid or received being recognized
        ratably as an expense or revenue over the hedged item's life. "Core
        Earnings" also exclude the gain or loss on equity forward contracts
        that under SFAS No. 133, are required to be accounted for as
        derivatives and are marked-to-market through earnings.

    3)  Floor Income: The timing and amount (if any) of Floor Income earned in
        our Lending operating segment is uncertain and in excess of expected
        spreads. Therefore, we exclude such income from "Core Earnings" when
        it is not economically hedged. We employ derivatives, primarily Floor
        Income Contracts and futures, to economically hedge Floor Income. As
        discussed above in "Derivative Accounting," these derivatives do not
        qualify as effective accounting hedges, and therefore, under GAAP,
        they are marked-to-market through the "gains (losses) on derivative
        and hedging activities, net" line on the income statement with no
        offsetting gain or loss recorded for the economically hedged items.
        For "Core Earnings," we reverse the fair value adjustments on the
        Floor Income Contracts and futures economically hedging Floor Income
        and include the amortization of net premiums received in income.

    4)  Acquired Intangibles: Our "Core Earnings" exclude goodwill and
        intangible impairment and the amortization of acquired intangibles.


SOURCE Sallie Mae




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