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): May 13, 2014 (May 13, 2014)
SLM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-13251 | 52-2013874 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 300 Continental Drive, Newark, Delaware | 19713 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 283-8000
(Former name or former address, if changed since last report)
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)) |
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On May 13, 2014, SLM Corporation (the “Company”) issued a press release announcing that its wholly-owned subsidiary, Sallie Mae Bank, has voluntarily settled previously disclosed regulatory matters with the FDIC and Department of Justice regarding disclosures and assessments of certain late fees, as well as compliance with the Servicemembers Civil Relief Act (“SCRA”). The press release is attached as Exhibit 99.1.
For the first quarter of 2014, the last consolidated quarter of operations of SLM Corporation prior to Navient Corporation’s separation, SLM Corporation recorded an additional $103 million reserve related to the total estimated costs of these regulatory matters. As previously indicated, Navient Corporation will be responsible for all of these amounts other than the $3.3 million in fines assessed against Sallie Mae Bank. As a result, SLM Corporation’s previously announced first-quarter GAAP after-tax net income declined $65 million ($.15 diluted earnings per share) to $214 million ($0.49 diluted earnings per share). A detailed reconciliation to previously announced first-quarter 2014 results is included as Exhibit 99.2 to this Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1* | SLM Corporation press release dated May 13, 2014 regarding settlement of previously reported regulatory matters. | |
| 99.2* | Reconciliation to previously announced first-quarter 2014 results. | |
| * | 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: May 13, 2014 | By: | /s/ Laurent C. Lutz | ||||
| Laurent C. Lutz | ||||||
| Executive Vice President and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1* | SLM Corporation press release dated May 13, 2014 regarding settlement of previously reported regulatory matters. | |
| 99.2* | Reconciliation to previously announced first-quarter 2014 results. | |
| * | Furnished herewith. |