10-K 1 a2074073z10-k.txt FORM 10-K -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ FORM 10-K (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________ SLM FUNDING CORPORATION formerly known as SALLIE MAE FUNDING CORPORATION (Exact name of registrant as specified in its charter) Originator of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student Loan Trust 1996-3, the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust 1997-1, the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 1997-3, the SLM Student Loan Trust 1997-4, the SLM Student Loan Trust 1998-1, the SLM Student Loan Trust 1998-2, the SLM Student Loan Trust 1999-1, the SLM Student Loan Trust 1999-2, the SLM Student Loan Trust 1999-3, the SLM Student Loan Trust 2000-1, the SLM Student Loan Trust 2000-2, the SLM Student Loan Trust 2000-3, the SLM Student Loan Trust 2000-4, the SLM Student Loan Trust 2001-1, the SLM Student Loan Trust 2001-2, the SLM Student Loan Trust 2001-3, and the SLM Student Loan Trust 2001-4. DELAWARE 33-95474/333-2502/333-24949/333-44465/333-30932/333-68660 23-2815650 (State or other Jurisdiction (Commission File Numbers) (I.R.S. employer of Incorporation) Identification No.)
304 S. MINNESOTA STREET, SUITE B CARSON CITY, NEVADA 89706 (Address of principal executive offices) (775) 884-4179 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Documents are incorporated by reference into this Form 10-K: None. State the aggregate market value of the voting stock held by non-affiliates of the Registrant: None. This Annual Report on Form 10-K is filed in reliance upon (i) certain no-action letters issued by the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission stating that the Division will not object if periodic reports filed by the registrant pursuant to Sections 13 and 15(d) of the Securities and Exchange Act of 1934 are filed in the manner set forth in such letters and the requests for such letters and (ii) the Registrant's filing letter accompanying the Registrant's Current Report on Form 8-K filed with the Commission on or about November 6, 1995 in which the Registrant described the manner in which it intended to file such periodic reports. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- PART I. ITEM 2. PROPERTIES. The property of the Sallie Mae Student Loan Trust 1995-1, the Sallie Mae Student Loan Trust 1996-1, the SLM Student Loan Trust 1996-2, the SLM Student Loan Trust 1996-3, the SLM Student Loan Trust 1996-4, the SLM Student Loan Trust 1997-1, the SLM Student Loan Trust 1997-2, the SLM Student Loan Trust 1997-3, the SLM Student Loan Trust 1997-4, the SLM Student Loan Trust 1998-1, the SLM Student Loan Trust 1998-2, the SLM Student Loan Trust 1991-1, the SLM Student Loan Trust 1999-2, the SLM Student Loan Trust 1999-3, the SLM Student Loan Trust 2000-1, the SLM Student Loan Trust 2000-2, the SLM Student Loan Trust 2000-3, the SLM Student Loan Trust 2000-4, the SLM Student Loan Trust 2001-1, the SLM Student Loan Trust 2001-2, the SLM Student Loan Trust 2001-3 and the SLM Student Loan Trust 2001-4 (collectively, the "Trusts") consists of pools of education loans to students and parents of students made under the Federal Family Education Loan Program, all funds collected in respect thereof and monies on deposit in certain trust accounts together with rights to receive payments under certain swap transactions. For more information regarding the property of the Trusts, you should review the Annual Statements of Compliance attached as Exhibit 19.1 hereto. These statements are required by - Section 3.2 of the Administration Agreements, dated as of October 26, 1995, March 6, 1996, April 26, 1996, July 9, 1996, October 3, 1996 and March 20, 1997, by and among the Trusts party thereto, the Student Loan Marketing Association (the "Administrator"), Chase Manhattan Bank USA, National Association, formerly known as Chase Manhattan Bank, Delaware, not in its individual capacity but solely as Trustee (the "Eligible Lender Trustee"), Sallie Mae Servicing L.P., formerly known as Sallie Mae Servicing Corporation (the "Servicer"), SLM Funding Corporation (the "Registrant") and Bankers Trust Company, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee"); and - the Master Administration Agreement, dated as of May 1, 1997, between the Registrant and the Administrator, as variously amended or supplemented (collectively, the "Administration Agreements"). ITEM 3. LEGAL PROCEEDINGS. The Registrant knows of no material pending legal proceedings involving the Registrant or its property. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Nothing to report. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. At December 31, 2001, there was one (1) registered holder of the Trusts' Floating Rate Student Loan-Backed Certificates ("Certificates"), CEDE & Co., as nominee of The Depository Trust Company ("DTC). At December 31, 2001, there were nineteen (19) different persons registered on the books of DTC as record owners of Certificates. The Registrant was a beneficial owner of some of the Certificates. There is no established trading market for the Certificates. The SLM Student Loan Trust 2000-4, the SLM Student Loan Trust 2001-1, the SLM Student Loan Trust 2001-2, the SLM Student Loan Trust 2001-3 and the SLM Student Loan Trust 2001-4 did not issue Certificates. ITEM 7. OTHER RELATED EVENTS AND INFORMATION. Nothing to report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Nothing to report. 2 PART III. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. At December 31, 2001, the Certificates held by the Registrant were registered in the name of CEDE and Co., as nominee of DTC. The books of DTC indicate that fifteen (15) different participant institutions are record owners of more than 5% of the Certificates. SALLIE MAE STUDENT LOAN TRUST 1995-1 CUSIP 79545GAC5 $35,150,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student State Street Bank & Trust Co. $18,500,000.00 52.86% Loan--Backed Certificates Global Corp. Action Unit Dept JAB 5NW 1776 Heritage Drive North Quincy, MA 02171 JPMorgan Chase Bank $14,650,000.00 41.86% c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254
SALLIE MAE STUDENT LOAN TRUST 1996-1 CUSIP 79545GAF8 $52,500,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student JPMorgan Chase Bank $25,000,000.00 47.62% Loan--Backed Certificates c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254 JPMorgan Chase Bank/CCSG $13,000,000.00 24.76% P.O. Box 2558 Houston, TX 77252 Bankers Trust Company $10,000,000.00 19.05% 648 Grassmere Park Road Nashville, TN 37211
3 SLM STUDENT LOAN TRUST 1996-2 CUSIP 78442GAC0 $53,030,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student JPMorgan Chase Bank $25,499,000.00 48.08% Loan--Backed Certificates c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254 Boston Safe Deposit & Trust Co. $19,800,000.00 37.34% 525 William Penn Place Suite 3631 Pittsburgh, PA 15259 Lehman Brothers Bank, FSB $ 6,200,000.00 11.69% 200 Vesey Street 3 WFC New York, NY 10285
SLM STUDENT LOAN TRUST 1996-3 CUSIP 78442GAF3 $52,750,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student JPMorgan Chase Bank $19,000,000.00 36.02% Loan--Backed Certificates c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254 ABN Amro Incorporated $12,000,000.00 22.75% 181 West Madison Chicago, IL 60603 Boston Safe Deposit & Trust Co. $11,000,000.00 20.85% 525 William Penn Place Suite 3621 Pittsburgh, PA 15259 Lehman Gov't Securities $10,222,500.00 19.38% 101 Hudson Street 30th Floor Jersey City, NJ 07302
4 SLM STUDENT LOAN TRUST 1996-4 CUSIP 78442GAJ5 $52,700,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student The Bank of New York/JP Morgan $15,300,000.00 29.03% Loan--Backed Certificates 1 Wall Street New York, NY 10286 Lehman Gov't Securities $14,873,000.00 28.22% 101 Hudson Street 30th Floor Jersey City, NJ 07302 JPMorgan Chase Bank $10,000,000.00 18.98% c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254 Boston Safe Deposit & Trust Co. $ 8,000,000.00 15.18% 525 William Penn Place Suite 3621 Pittsburgh, PA 15259 Bankers Trust Company $ 3,000,000.00 5.69% 648 Grassmere Park Road Nashville, TN 37211
SLM STUDENT LOAN TRUST 1997-1 CUSIP 78442GAM8 $71,800,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student Boston Safe Deposit & Trust Co. $34,800,000.00 48.47% Loan--Backed Certificates 525 William Penn Place Suite 3621 Pittsburgh, PA 15259 The Bank of New York/JP Morgan $13,000,000.00 18.11% 1 Wall Street New York, NY 10286 JPMorgan Chase Bank $12,000,000.00 16.71% c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254 JPMorgan Chase Bank/CCSG $10,000,000.00 13.93% P.O. Box 2558 Houston, TX 77252
5 SLM STUDENT LOAN TRUST 1997-2 CUSIP 78442GAQ9 $87,450,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student Bankers Trust Company $30,000,000.00 34.31% Loan--Backed Certificates 648 Grassmere Park Road Nashville, TN 37211 The Bank of New York/JP Morgan $20,000,000.00 22.87% 1 Wall Street New York, NY 10286 JPMorgan Chase Bank $13,000,000.00 14.87% c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254 ING Barings Corp. $10,000,000.00 11.44% 350 Park Avenue New York, NY 10022 Boston Safe Deposit & Trust Co. $ 9,450,000.00 10.81% 525 William Penn Place Suite 3621 Pittsburgh, PA 15259 Lehman Brothers Bank, FSB $ 5,000,000.00 5.72% 200 Vesey Street 3 WFC New York, NY 10285
6 SLM STUDENT LOAN TRUST 1997-3 CUSIP 78442GAT3 $90,150,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student The Bank of New York/JP Morgan $48,650,000.00 53.97% Loan--Backed Certificates 1 Wall Street New York, NY 10286 Bankers Trust Company $12,200,000.00 13.53% 648 Grassmere Park Road Nashville, TN 37211 ING Barings Corp. $12,150,000.00 13.48% 350 Park Avenue New York, NY 10022 Boston Safe Deposit & Trust Co. $12,150,000.00 13.48% 525 William Penn Place Suite 3621 Pittsburgh, PA 15259 State Street Bank & Trust Co. $ 5,000,000.00 5.55% Global Corp. Action Unit Dept JAB 5NW 1776 Heritage Drive North Quincy, MA 02171
SLM STUDENT LOAN TRUST 1997-4 CUSIP 78442GAW6 $89,900,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student The Bank of New York/JP Morgan $77,535,887.00 86.25% Loan--Backed Certificates 1 Wall Street New York, NY 10286 HSBC Bank USA $12,364,113.00 13.75% One Hanson Place Lower Level Brooklyn, NY 11243
7 SLM STUDENT LOAN TRUST 1998-1 CUSIP 78442GAZ9 $106,550,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student The Bank of New York/JP Morgan $81,550,000.00 76.54% Loan--Backed Certificates 1 Wall Street New York, NY 10286 State Street Bank & Trust Co. $13,250,000.00 12.44% Global Corp. Action Unit Dept JAB5NW 1776 Heritage Drive North Quincy, MA 02171 Credit Suisse First Boston Corp. $ 8,600,000.00 8.07% c/o ADP Proxy Services
SLM STUDENT LOAN TRUST 1998-2 CUSIP 78442GBC9 $105,750,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student The Bank of New York/JP Morgan $90,750,000.00 85.82% Loan--Backed Certificates 1 Wall Street New York, NY 10286 ING Barings Corp. $10,000,000.00 9.46% 350 Park Avenue New York, NY 10022
SLM STUDENT LOAN TRUST 1999-1 CUSIP 78442GBH8 $36,060,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student Bankers Trust Company $36,060,000.00 100.00% Loan--Backed Certificates 648 Grassmere Park Road Nashville, TN 37211
8 SLM STUDENT LOAN TRUST 1999-2 CUSIP 78442GBN5 $36,000,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student Bankers Trust Company $36,000,000.00 100.00% Loan--Backed Certificates 648 Grassmere Park Road Nashville, TN 37211
SLM STUDENT LOAN TRUST 1999-3 CUSIP 78442GBR6 $72,300,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student The Bank of New York $42,300,000.00 58.51% Loan--Backed Certificates 925 Patterson Plank Rd. Secaucus, NJ 07094 JPMorgan Chase Bank $30,000,000.00 41.49% c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254
SLM STUDENT LOAN TRUST 2000-1 CUSIP 78442GBW5 $71,710,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student Bankers Trust Company $40,000,000.00 55.78% Loan--Backed Certificates 648 Grassmere Park Road Nashville, TN 37211 Bank One Trust Company, N.A. $25,210,000.00 35.16% 340 South Cleveland Avenue Building 350 Columbus, OH 43240 JPMorgan Chase Bank/CCSG $ 6,500,000.00 9.06% P.O. Box 2558 Houston, TX 77252
9 SLM STUDENT LOAN TRUST 2000-2 CUSIP 78442GCB0 $72,290,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student Bankers Trust Company 648 $31,290,000.00 43.28% Loan--Backed Certificates Grassmere Park Road Nashville, TN 37211 JPMorgan Chase Bank $21,000,000.00 29.05% c/o JP Morgan Investor Services 14201 Dallas Parkway, 12th Floor Mail Code 121 Dallas, TX 75254 Bank One Trust Company, N.A. $20,000,000.00 27.67% 340 South Cleveland Avenue Building 350 Columbus, OH 43240
SLM STUDENT LOAN TRUST 2000-3 CUSIP 78442GCF1 $89,750,000
AMOUNT AND NATURE OF NAME AND ADDRESS OF BENEFICIAL PERCENT OF TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS -------------- ------------------- -------------- ---------- Floating Rate Student Bankers Trust Company $60,000,000.00 66.85% Loan--Backed Certificates 648 Grassmere Park Road Nashville, TN 37211 Bank One Trust Company, N.A. $15,000,000.00 16.71% 340 South Cleveland Avenue Building 350 Columbus, OH 43240 Merrill Lynch, Pierce, Fenner & $14,750,000.00 16.43% Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Nothing to Report. 10 PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) EXHIBITS. The following documents are filed as part of this Annual Report on Form 10-K:
DESIGNATION DESCRIPTION ----------- ----------- Exhibit 19.1 Annual Statements of Compliance Exhibit 19.2 Annual Independent Certified Public Accountant's Report Exhibit 99.1 Company's Letter to Commission Concerning Representations from Arthur Andersen LLC
(b) REPORTS ON FORM 8-K. We filed eight (8) Current Reports on Form 8-K with the Commission during the period covered by this report. They were filed on: - on February 12, 2001 in connection with a quarterly Distribution Date; - on March 14, 2001 in connection with the closing of SLM Student Loan Trust 2001-1; - on May 4, 2001, in connection with a quarterly Distribution Date; - on June 15, 2001 in connection with the closing of SLM Student Loan Trust 2001-2; - on August 3, 2001, in connection with a quarterly Distribution Date; - on August 10, 2001, in connection with the closing of SLM Student Loan Trust 2001-3; - on November 5, 2001, in connection with a quarterly Distribution Date; and - on December 21, 2001, in connection with the closing of SLM Student Loan Trust 2001-4. 11 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 28, 2002 SLM FUNDING CORPORATION By: /s/ JOHN F. REMONDI ----------------------------------------- Name: John F. Remondi Title: President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN F. REMONDI President and Director ------------------------------------------- (Principal Executive March 28, 2002 John F. Remondi Officer) /s/ J. LANCE FRANKE Chief Financial Officer and ------------------------------------------- Director (Principal March 28, 2002 J. Lance Franke Financial Officer) /s/ WILLIAM M.E. RACHAL, JR. Treasurer and Controller ------------------------------------------- (Principal Accounting March 28, 2002 William M.E. Rachal, Jr. Officer) /s/ EVENLYN ECHEVARRIA ------------------------------------------- Director March 28, 2002 Evelyn Echevarria /s/ DOUGLAS JOHNSON ------------------------------------------- Director March 28, 2002 Douglas Johnson
12 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE --------------------- ------- ------------ 19.1 Annual Statements of Compliance 14 19.2 Annual Independent Certified Public Accountant's Report 33 99.1 Company's Letter to Commission Concerning Representations from Arthur Andersen, LLP 166
13