Obligation SLMco 5.125% ( US78442PGC41 ) en USD

SLMco

100 % ▼

Etas-Unis

US78442PGC41 ( en USD )

5.125% par an ( paiement semestriel )

04/04/2022 - Obligation échue

Prospectus brochure de l'obligation SLM Corp US78442PGC41 en USD 5.125%, échue

2 000 USD

200 000 000 USD

78442PGC4

SLM Corporation, anciennement Sallie Mae, est une société américaine de prêts étudiants qui fournit des prêts, des services de gestion de prêts et des solutions de financement pour les étudiants et les familles.

L'Obligation émise par SLMco ( Etas-Unis ) , en USD, avec le code ISIN US78442PGC41, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/04/2022

L'Obligation émise par SLMco ( Etas-Unis ) , en USD, avec le code ISIN US78442PGC41, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par SLMco ( Etas-Unis ) , en USD, avec le code ISIN US78442PGC41, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d331143d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-205031

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Amount to be Registered

Aggregate Offering Price

Registration Fee(1)
5.125% Senior Notes Due 2022

$200,000,000

100.000%

$23,180

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
PROSPECTUS SUPPLEMENT
TO THE PROSPECTUS DATED JUNE 17, 2015
SLM CORPORATION
$200,000,000

$200,000,000 5.125% Senior Notes due 2022

We are offering $200,000,000 aggregate principal amount of 5.125% Senior Notes due 2022 (the "notes").
Interest on the notes will be payable semi-annually in arrears on April 5 and October 5 of each year, beginning on October 5, 2017. We may
redeem the notes, in whole or in part, at any time before their maturity date at the prices described under "Description of the Notes--Optional
Redemption."
The notes will be our senior obligations and will rank without preference or priority among themselves and equally in right of payment with
all of our other unsecured and unsubordinated obligations. The notes are not savings accounts, deposits or other obligations of any of our bank or
non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The
notes are effectively subordinated to our secured obligations to the extent of the value of the collateral securing such other debt and are structurally
subordinated to all of the liabilities and other obligations of our subsidiaries, including our bank subsidiary.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-11.

Notes

Per

Note

Total

Price to public

100.0%
$200,000,000
Underwriting discounts and commissions

1.5%
$
3,000,000
Proceeds, before expenses, to us

98.5%
$197,000,000

Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company, for the benefit
of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., on or about April 5, 2017.

Joint Book-Running Managers

J.P. Morgan

RBC Capital Markets

March 31, 2017

Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-1
Cautionary Note Regarding Forward-Looking Statements
S-2
Summary
S-3
Risk Factors
S-11
Use of Proceeds
S-14
Capitalization
S-15
Description of the Notes
S-16
Material U.S. Federal Income Tax Consequences
S-25
Underwriting
S-28
Legal Matters
S-33
Experts
S-34
Incorporation By Reference
S-34
Prospectus

About This Prospectus

2
Forward-Looking Statements

2
Where You Can Find More Information

3
Incorporation Of Certain Information By Reference

3
SLM Corporation

5
Risk Factors

6
Use of Proceeds

6
Ratio Of Earnings To Fixed Charges And Preferred Stock Dividends

6
Securities We May Offer

7
Additional Information

7
Description of Capital Stock

8
Description of Debt Securities

12
Description of Warrants

21
Description of Units

22
Forms of Securities

22
Plan of Distribution

25
Validity of Securities

26
Experts

26

S-i
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The
second part, the accompanying prospectus dated June 17, 2015, which is part of our Registration Statement on Form S-3, gives more general
information, some of which may not apply to this offering.
This prospectus supplement and the information incorporated by reference in this prospectus supplement may add, update or change
information contained in the accompanying prospectus. If there is any inconsistency between the information in this prospectus supplement, on the
one hand, and the information contained in the accompanying prospectus or any document incorporated herein or therein by reference, on the other
hand, the information in this prospectus supplement will apply and will supersede the information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus relating to this offering in making your investment decision. You should also read and
consider the information in the documents to which we have referred you in "Where You Can Find More Information" in the accompanying
prospectus.
Neither we nor any of the underwriters have authorized anyone to provide any information other than that contained in or incorporated
by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus relating to this offering prepared by us or
on our behalf or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you.
Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to
any person to whom the offer or sale is not permitted. The information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus that we may provide you in connection with this offering or other offering material filed
by us with the SEC is accurate only as of the date of those documents or information, regardless of the time of delivery of the documents or
information or the time of any sale of the securities. Our business, financial condition, results of operations and future growth prospects may have
changed since those respective dates.
For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or
possession or distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus we may provide to you in
connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to
inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus supplement, the
accompanying prospectus and any such free writing prospectus outside of the United States.
The financial information contained herein and in the accompanying consolidated balance sheets, statements of income, changes in
equity, and cash flows for each of the years in the three-year period ended December 31, 2016, present information on our business as configured
after the Spin-Off, as defined herein. Because the Spin-Off occurred on April 30, 2014, the financial statements for 2014 include the carved out
financial results of those operations that form SLM Corporation on a stand-alone basis for the first four months of 2014. For more information
regarding the basis of presentation of these statements, see notes to the consolidated financial statements, Note 2, "Significant Accounting Policies
--Basis of Presentation" included on our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 incorporated herein by
reference.
Except as the context may otherwise require in this prospectus supplement, references to:

·
"We," "us," "our" and the "Company" refer to SLM Corporation and its subsidiaries, except as otherwise indicated or unless the

context otherwise requires.

·
"Bank" refers to Sallie Mae Bank, our Utah industrial bank subsidiary, which is regulated by the Utah Department of Financial

Institutions ("UDFI"), the Federal Deposit Insurance Corporation ("FDIC"), and the Consumer Financial Protection Bureau
("CFPB").

·
"Spin-Off" refers to the separation of Navient Corporation ("Navient"), an education loan management, servicing and asset

recovery business, from SLM Corporation, a consumer banking business, which was completed on April 30, 2014.

S-1
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference herein contain "forward-looking" statements and information
based on management's current expectations as of the date hereof. 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. 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 "Risk Factors" and
elsewhere in this prospectus supplement and in our filings with the Securities and Exchange Commission ("SEC"); increases in financing costs;
limits on liquidity; increases in costs associated with compliance with laws and regulations; a failure to comply with consumer protection, banking
and other laws; changes in accounting standards and the impact of related changes in significant accounting estimates; any adverse outcomes in any
significant litigation to which we are a party; credit risk associated with our exposure to third parties, including counterparties to our 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; 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 prepayment on the loans that we make; 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 management 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 or incorporated by reference in this
prospectus supplement are qualified by these cautionary statements and are made only as of the date hereof.
See "Risk Factors" for a further description of these and other factors. For the reasons described above, we caution you against relying
on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in
this prospectus and the documents incorporated by reference herein, including in "Risk Factors" in this prospectus supplement. You should not
consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties, or potentially inaccurate assumptions that could
cause our current expectations or beliefs to change. Further, any forward-looking statement speaks only as of the date on which it is made, and we
undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by the federal securities laws.

S-2
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and may not contain all of the information
that may be important to you. You should read this entire prospectus supplement and the accompanying prospectus carefully, including the
information set forth in "Risk Factors," our financial statements and the related notes thereto and the other information incorporated by
reference herein, before making an investment decision.
Our Company
SLM Corporation, more commonly known as Sallie Mae, is the nation's leading saving, planning and paying for college company.
For 44 years, we have made a difference in students' and families' lives, helping more than 34 million Americans pay for college. We
recognize there is no single way to achieve this task, so we provide a range of products to help families, whether college is a long way off or
right around the corner. We promote responsible financial habits that help our customers make college happen.
Our primary business is to originate and service Private Education Loans we make to students and their families. 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. Private Education Loans do not include loans insured or guaranteed under the previously existing Federal Family Education Loan
program ("FFELP Loans"). We also offer a range of deposit products insured by the Federal Deposit Insurance Corporation (the "FDIC") and
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
operate a consumer savings network that provides financial rewards on everyday purchases to help families save for college.
We were formed in 1972 as the Student Loan Marketing Association, a federally chartered government-sponsored enterprise
("GSE"), with the goal of furthering access to higher education by providing a national secondary market and warehousing facilities for
FFELP Loans. The GSE's federal charter prohibited it from originating student loans in the primary market.
In 1996, the United States Congress passed the Student Loan Marketing Association Reorganization Act, which set the stage for
the "privatization" of the GSE. As part of the privatization process, we incorporated SLM Corporation in 1997 as a Delaware corporation, the
GSE became a subsidiary of SLM Corporation, and by mid-2004 the GSE stopped purchasing FFELP Loans in the secondary market and was
dissolved by the end of 2004.
On November 3, 2005, SLM Corporation formed Sallie Mae Bank, a Utah industrial bank subsidiary (the "Bank"), to fund and
originate Private Education Loans on behalf of SLM Corporation. While the Bank first originated Private Education Loans in February 2006,
SLM Corporation continued to purchase a portion of its Private Education Loans from its third-party lending partners through mid-2009. With
some minor exceptions, the Bank became the sole originator of Private Education Loans for SLM Corporation 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.
On March 30, 2010, President Obama signed into law the Federal Direct Student Loan Program (the "DSLP"), effective July 1,
2010. At that time, the guaranteed student loan program (under which FFELP Loans were made) was eliminated, although the terms and
conditions of existing guaranteed student loans were not altered or affected.
On April 30, 2014, we completed our plan to legally separate (the "Spin-Off") into two distinct publicly traded entities: an
education loan management, servicing and asset recovery business, named Navient Corporation ("Navient"), which retained all assets and
liabilities generated prior to the Spin-Off other than those explicitly retained by SLM Corporation; and a consumer banking business, named
SLM Corporation. We sometimes refer to the SLM Corporation that existed prior to the Spin-Off as "pre-Spin-Off SLM."
Our principal executive offices are located at 300 Continental Drive, Newark, Delaware 19713, and our telephone number is (302)
451-0200.

S-3
Table of Contents
Our Business
Our primary business is to originate and service high quality Private Education Loans. In 2016, we originated $4.7 billion of
Private Education Loans, an increase of 8 percent from the year ended December 31, 2015. As of December 31, 2016, we had $14.1 billion of
Private Education Loans outstanding.
Private Education Loans
The Private Education Loans we make to students and families serve primarily to bridge the gap between the cost of higher
education and the amount funded through financial aid, federal loans and customers' resources. We also extend Private Education Loans as an
alternative to similar federal education loan products where we believe our rates are competitive. We earn interest income on our Private
Education Loan portfolio, net of provisions for loan losses.
In 2009, we introduced the Smart Option Student Loan, our Private Education Loan product emphasizing in-school payment
features that can produce shorter terms and minimize customers' total finance charges. Customers elect one of three Smart Option repayment
types at the time of loan origination. The first two, Interest Only and Fixed Payment options, require monthly payments while the student is in
school and during the six-month grace period thereafter, and accounted for approximately 55 percent of the Private Education Loans Sallie
Mae Bank originated during 2016. The third repayment option is the more traditional deferred Private Education Loan product where
customers are not required to make payments while the student is in school and for a six-month grace period after separation. Lower interest
rates on the Interest Only and Fixed Payment options encourage customers to elect those options. Making payments while in school helps
customers reduce their total loan cost compared with the traditional deferred loan, and also helps them become accustomed to making on-time
regular loan payments. We offer both variable rate and fixed rate loans.
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
We regularly review and update the terms of our Private Education Loan products. Our Private Education Loans include important
protections for the family, including loan forgiveness in case of death or permanent disability of the student borrower and a free, quarterly
FICO Score benefit to students and cosigners with a Smart Option Student Loan.
Private Education Loans bear the full credit risk of the customers. We manage this risk by underwriting and pricing based on
customized credit scoring criteria and the addition of qualified cosigners. For the year ended December 31, 2016, our average FICO scores
were 748 at the time of original approval and approximately 89 percent of our loans were cosigned. In addition, we voluntarily require school
certification of both the need for, and the amount of, every Private Education Loan we originate, and we disburse the loan proceeds directly to
the higher education institutions.
The core of our marketing strategy is to promote our products on campuses through financial aid offices as well as through online
and direct marketing to students and their families. Our on-campus efforts with 2,400 higher education institutions are led by our sales force,
the largest in the industry, which has become a trusted resource for financial aid offices.
Our loans are high credit quality and the overwhelming majority of our customers manage their payments with great success. At
December 31, 2016, 2.1 percent of loans in repayment were greater than 30 days delinquent, and loans in forbearance were 3.5 percent of
loans in repayment and forbearance. In 2016, net charge-offs as a percentage of average loans in repayment was 0.96 percent. Loans in
repayment include loans on which customers are making interest only and fixed payments, as well as loans that have entered full principal and
interest repayment status.
Sallie Mae Bank
Since 2006, the Bank, which is regulated by the Utah Department of Financial Institutions (the "UDFI"), the FDIC, and the
Consumer Financial Protection Bureau (the "CFPB"), has originated Private Education Loans and accepted deposits. At December 31, 2016,
the Bank had total assets of $18.3 billion, including $14.1 billion of Private Education Loans and $1.0 billion of FFELP Loans, and total
deposits of $14.0 billion.

S-4
Table of Contents
Our ability to obtain deposit funding and offer competitive interest rates on deposits will be necessary to sustain the growth of our
Private Education Loan originations. Our ability to obtain such funding is dependent, in part, on the capital level of the Bank and its
compliance with other applicable regulatory requirements. At the time of this filing, there are no restrictions on our ability to obtain deposit
funding or the interest rates we charge other than those restrictions generally applicable to all FDIC-insured banks of similar charter and size.
In 2016, we added $1.5 billion in deposits from Educational 529 and Health Savings Accounts as a way to diversify our funding sources. We
further diversified our funding base by raising $1.8 billion in term funding collateralized by pools of Private Education Loans in the long-term
asset-backed securities ("ABS") market. We plan to continue to do so, market conditions permitting. This helps us better match-fund our
assets and reduce our reliance on deposits to fund our growth.
We expect the Bank or affiliates of the Bank to retain servicing of all Private Education Loans the Bank originates, regardless of
whether the loans are held, sold or securitized. When Private Education Loans are sold and servicing is retained, the Bank receives ongoing
servicing revenue for those loans in addition to the gain on sale recognized on the sale of those assets. The Bank did not sell loans in 2016 and
does not expect to sell loans in 2017.
Operational Infrastructure
In April 2014, we began to perform collection activity on our portfolio of Private Education Loans. In October 2014, we launched
our stand-alone servicing platform and began servicing our portfolio of Private Education Loans. Since early 2015, all servicing and
collections activities have been conducted in the United States.
Our servicing operation includes resources dedicated to assist customers with specialized needs and escalated inquiries. We also
have a group of customer service representatives dedicated to assisting military personnel with available military benefits.
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
In 2015, we completed the build-out of our new loan originations platform to independently originate Private Education Loans.
In 2016, we transitioned all loan servicing call center functions from a third-party to our in-house servicing area in our Newark,
Delaware and Indianapolis, Indiana offices. We also implemented several improvements in our ability to interact with our customers,
including:

·
an integrated platform that allows customers and servicing agents to simultaneously access the same systems in real time

interaction;

·
an on-line chat function for customer service; and

·
a mobile application accessible through smart phones and the Apple watch.
These and other enhancements have contributed to streamlined originations and servicing processes, increased customer self-
services rates, and improved customer satisfaction in all channels.
Upromise by Sallie Mae
Upromise by Sallie Mae is a save-for-college rewards program helping Americans save for higher education. The program is free
to join, and in 2016, approximately 200,000 consumers enrolled. Members can earn money for college by receiving cash back rewards when
shopping at participating on-line or brick-and-mortar retailers, booking travel, dining out at participating restaurants, and by using their
Upromise MasterCard. Since inception, Upromise members have earned approximately $1 billion through the program, and more than 380,000
members are using their Upromise credit card to save.

S-5
Table of Contents
The Offering

Issuer
SLM Corporation
Notes offered
$200,000,000 aggregate principal amount of 5.125% Senior Notes due
2022.
Maturity date
The notes will mature on April 5, 2022.
Interest rate
Interest on the notes will accrue at a rate of 5.125% per year.
Interest payment dates
Interest on the notes will be payable semi-annually in arrears on
April 5 and October 5 of each year, beginning on October 5, 2017.
Ranking
The notes will be our direct, unsecured obligations and will rank
without preference or priority among themselves and equally in right
of payment with all of our existing and future unsecured and
unsubordinated obligations, and senior in right of payment to all of our
existing and future indebtedness that is expressly subordinated to the
notes. The notes are effectively subordinated to our secured
obligations to the extent of the value of the collateral securing such
other debt. The notes will not be obligations of or guaranteed by any of
our subsidiaries. As a result, the notes will be structurally subordinated
to all indebtedness and other liabilities of our subsidiaries (including
deposit and other liabilities of the Bank), which means that creditors of
our subsidiaries (including depositors of the Bank) will be paid from
the assets of the Bank or those entities, respectively, before holders of
the notes would have any claims to those assets. As of December 31,
2016, we had no indebtedness that ranked equally with the notes, and
our subsidiaries had outstanding $15.9 billion of total liabilities,
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
including $15.6 billion of indebtedness and deposit liabilities
(excluding, in each case, intercompany liabilities).
The indenture under which the notes will be issued will not limit our
ability, or the ability of our subsidiaries, to incur senior, subordinated
or secured debt, or our ability, or that of any of our subsidiaries, to
incur other indebtedness and other liabilities or, subject to limited
exceptions, issue preferred stock. As a holding company, we depend on
the ability of our subsidiaries, particularly the Bank, to transfer funds
to us to meet our obligations, including our obligations to pay interest
on the notes. See "Risk Factors--Risk Relating to This Offering--We
are a holding company and may rely significantly on dividends,
distributions and other payments from the Bank to fund payments on
the notes."
Optional redemption
At any time and from time to time prior to March 5, 2022 (the date
that is one month prior to the maturity date), we may redeem the
notes, in whole or in part, at our option, on at least 30 days' and not
more than 60 days' prior notice, at a redemption price equal to the
greater of:
(i)
100% of the aggregate principal amount of the notes to be
redeemed, plus accrued and unpaid interest to, but excluding, the

redemption date for the notes to be redeemed; and

S-6
Table of Contents
(ii) the sum of the present values of the remaining scheduled payments
of principal and interest to, but not including, March 5, 2022, (the
date that is one month prior to the maturity date) in respect of the
notes to be redeemed (not including any portion of accrued and
unpaid interest to, but excluding, the redemption date for the notes
to be redeemed), discounted to such redemption date, on a semi-
annual basis, at the applicable Treasury Rate plus 50 basis points,
plus accrued and unpaid interest to, but excluding, the redemption

date of the notes to be redeemed.
At any time and from time to time on or after March 5, 2022 (the date
that is one month prior to the maturity date), we may redeem the notes,
in whole or in part, at our option, on at least 30 days' and not more
than 60 days' prior notice, at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date of the notes to be
redeemed.
See "Description of the Notes--Optional Redemption."
Sinking fund
None.
Denominations
The notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
Form of notes
The notes will be issued in the form of one or more fully registered
global notes registered in the name of the nominee of The Depository
Trust Company ("DTC"). Beneficial interests in the notes will be
represented through book-entry accounts of financial institutions acting
on behalf of beneficial owners as direct and indirect participants in
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
DTC. Clearstream Banking, S.A. and Euroclear Bank, S.A./N.V., as
operator of the Euroclear System, will hold interests on behalf of their
participants through their respective United States depositaries, which
in turn will hold such interests in accounts as participants of DTC.
Use of proceeds
We estimate that the net proceeds to us from the sale of the notes in
this offering will be $196 million, after deducting underwriting
discounts and commissions and estimated offering expenses. We intend
to use the net proceeds from this offering to redeem our outstanding
6.97% Cumulative Redeemable Preferred Stock, Series A, par value of
$0.20 per share (the "Series A Preferred Stock") and for general
corporate purposes. See "Use of Proceeds."
Trustee
Deutsche Bank National Trust Company, a national banking
association.
Governing law
The notes will be, and the indenture under which they will be issued is,
governed by and construed in accordance with the laws of the State of
New York.

S-7
Table of Contents
No prior market
The notes are a new issue of securities and there is currently no established
trading market for the notes. The notes will not be listed on any securities
exchange. An active or liquid trading market may not develop for any
series of notes. See "Underwriting."
Risk factors
See the section entitled "Risk Factors" beginning on page
S-11 for a discussion of some of the factors you should consider before
investing in the notes.

S-8
Table of Contents
SUMMARY HISTORICAL FINANCIAL INFORMATION
The financial information contained herein and in the accompanying consolidated balance sheets, statements of income,
changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2016 has been derived from our audited
historical consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which
is incorporated by reference in this prospectus supplement. Because the Spin-Off occurred on April 30, 2014, the financial statements for 2014
include the carved out financial results of those operations that form SLM Corporation on a stand-alone basis for the first four months of 2014.
For more information regarding the basis of presentation of these statements, see notes to the consolidated financial statements, Note 2,
"Significant Accounting Policies--Basis of Presentation" included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2016 incorporated herein by reference.
The following table sets forth our selected financial and other operating information. The selected financial data in the table
is derived from our consolidated financial statements. The data should be read in conjunction with the information in this prospectus
supplement included in "Risk Factors," and in "Management's Discussion and Analysis of Financial Condition and Results of Operations,"
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

424B2
"Risk Factors," and our historical consolidated financial statements and the related notes thereto, which are included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, which is incorporated by reference in this prospectus supplement and the
accompanying prospectus.

Years Ended December 31,

(Dollars in millions, except per share amounts

and ratios)

2016

2015

2014

Operating Data:

Net interest income

$
891

$
702

$
578
Noninterest income

69

183

157

Total Revenue

$
960

$
885

$
735
Net income attributable to SLM Corporation

$
250

$
274

$
194
Basic earnings per common share attributable to SLM
Corporation

$
0.54

$
0.60

$
0.43
Diluted earnings per common share attributable to SLM
Corporation

$
0.53

$
0.59

$
0.42
Dividends per common share attributable to SLM Corporation
common shareholders(1)

$
--

$
--

$
--
Return on common stockholders' equity

14%

18%

15%
Net interest margin

5.68

5.49

5.26
Return on assets

1.52

2.04

1.68
Average equity/average assets

13.40

14.49

13.92
Non-GAAP operating efficiency ratio(2)

40%

47%

45%
Balance Sheet Data (at period end):

Total education loan portfolio, net

$
15,125

$
11,631

$
9,510
Total assets

18,533

15,214

12,972
Total deposits

13,436

11,488

10,541
Total borrowings

2,168

1,079

--
Total SLM Corporation stockholders' equity

2,347

2,096

1,830
Ratio of Earnings to Fixed Charges(3)

3.18

4.33

4.39
Book value per common share

4.15

3.59

2.99

(1)
Following completion of the Spin-Off, SLM has not paid dividends on its common stock nor does it anticipate paying dividends on its
common stock in 2017.

S-9
Table of Contents
(2)
Our operating efficiency ratio is a non-GAAP measure because we adjust (a) the total non-interest expense numerator by deducting
restructuring and other reorganization expenses, and (b) the net revenue denominator (which otherwise would consist of net interest
income, before provisions for credit losses, plus non-interest income) by deducting gains on sales of loans, net. We believe doing so
provides useful information to investors because it is a measure used by our management team to monitor our effectiveness in managing
operating expenses. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way
we calculate our ratio. Accordingly, our non-GAAP operating efficiency ratio may not be comparable to similar measures used by other
companies.
(3)
For purposes of computing these ratios, earnings represent income before income tax expense plus fixed charges. Fixed charges represent
interest expensed and capitalized plus one-third (the proportion deemed representative of the interest factor) of rents, net of income from
subleases.

S-10
https://www.sec.gov/Archives/edgar/data/1032033/000119312517109055/d331143d424b2.htm#stoc331143_3[4/4/2017 3:15:28 PM]

Document Outline

#1">
- #1">