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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
THE STUDENT LOAN CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 16-1427135
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
750 WASHINGTON BLVD. 06901
STAMFORD, CONNECTICUT (Zip Code)
(Address of principal executive offices)
</TABLE>
(203) 975-6292
(Registrant's telephone number, including area code)
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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
--
On August 4, 2000, there were 20,000,000 shares of The Student Loan
Corporation's Common Stock outstanding.
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Form 10-Q
<TABLE>
<CAPTION>
Part I Financial Information
Page
<S> <C>
Item 1 - Financial Statements
Statements of Income (Unaudited) for the Three- and Six-Month Periods
Ended June 30, 2000 and 1999.........................................................3
Balance Sheets (Unaudited) as of June 30, 2000 and December 31, 1999................4
Statements of Cash Flows (Unaudited) for the Six-Month Periods Ended
June 30, 2000 and 1999...............................................................5
Notes to Financial Statements (Unaudited) .........................................6-8
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations ........................................................9-12
Item 3 - Quantitative and Qualitative Disclosures About Market Risk*............................10-11
Part II Other Information
Item 4 - Submissions of Matters to a Vote of Securityholders ......................................13
Item 6 - Exhibits and Reports on Form 8-K ..........................................................13
Signature .....................................................................................................14
</TABLE>
* This is presented in Part 1, Item 2 and is incorporated herein by reference.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE STUDENT LOAN CORPORATION
STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
---------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUE
Interest income $ 249,799 $ 172,646 $ 476,386 $ 344,047
Interest expense 181,444 115,041 344,184 229,600
------------ ------------- ------------ ------------
NET INTEREST INCOME 68,355 57,605 132,202 114,447
Provision for loan losses 1,368 1,261 2,606 2,061
------------ ------------- ------------ ------------
Net interest income after provision for loan losses 66,987 56,344 129,596 112,386
Fee and other income 649 645 1,705 1,593
------------ ------------- ------------ ------------
TOTAL REVENUE, NET $ 67,636 $ 56,989 $ 131,301 $ 113,979
------------ ------------- ------------ ------------
OPERATING EXPENSES
Salaries and employee benefits $ 5,121 $ 4,381 $ 9,355 $ 10,326
Other expenses 16,086 13,811 29,700 25,196
------------ ------------- ------------ ------------
TOTAL OPERATING EXPENSES $ 21,207 $ 18,192 $ 39,055 $ 35,522
------------ ------------- ------------ ------------
INCOME BEFORE INCOME TAXES $ 46,429 $ 38,797 $ 92,246 $ 78,457
Income taxes 19,308 16,157 38,340 32,681
------------ ------------- ------------ ------------
NET INCOME $ 27,121 $ 22,640 $ 53,906 $ 45,776
============ ============= ============ ============
DIVIDENDS DECLARED $ 12,000 $ 9,000 $ 24,000 $ 15,000
============ ============= ============ ============
BASIC AND DILUTED EARNINGS PER COMMON SHARE -
(based on 20 million average shares outstanding) $ 1.36 $ 1.13 $ 2.70 $ 2.29
============ ============= ============ ============
DIVIDENDS DECLARED PER COMMON SHARE $ 0.60 $ 0.45 $ 1.20 $ 0.75
============ ============= ============ ============
OPERATING RATIOS
Net interest margin 2.25% 2.57% 2.26% 2.57%
Operating expense as a percentage of
average insured student loans 0.70% 0.81% 0.66% 0.80%
</TABLE>
See accompanying notes to financial statements.
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THE STUDENT LOAN CORPORATION
BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------------- ----------------
<S> <C> <C>
ASSETS
Insured student loans $ 13,612,970 $ 10,864,980
Less: Allowance for loan losses 3,950 3,768
----------------- ----------------
Insured student loans, net 13,609,020 10,861,212
Cash 324 251
Deferred tax benefits 22,177 24,325
Other assets 400,705 310,680
----------------- ----------------
TOTAL ASSETS $ 14,032,226 $ 11,196,468
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings $ 10,036,516 $ 7,312,061
Long-term notes 3,222,000 3,222,000
Payable to principal stockholder 10,020 11,552
Other liabilities 218,403 135,723
----------------- ----------------
Total Liabilities 13,486,939 10,681,336
----------------- ----------------
Common stock 200 200
Additional paid-in capital 134,772 134,523
Retained earnings 410,315 380,409
----------------- ----------------
Total Stockholders' Equity 545,287 515,132
----------------- ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,032,226 $ 11,196,468
================= ================
AVERAGE INSURED STUDENT LOANS $ 11,821,443 $ 9,406,600
================= ================
(year-to-date)
</TABLE>
See accompanying notes to financial statements.
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THE STUDENT LOAN CORPORATION
STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
------------------------------------
2000 1999
-------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 53,906 $ 45,776
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 13,427 4,475
Provision for loan losses 2,606 2,061
Deferred tax provision 2,148 2,880
Increase in accrued interest receivable (80,471) (32,596)
(Increase) decrease in other assets (6,207) 50
Increase (decrease) in other liabilities 81,396 (29,953)
-------------- ---------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 66,805 (7,307)
-------------- ---------------
Cash flows from investing activities:
Disbursements of loans (1,543,070) (919,605)
Repayment of loans 1,140,215 569,848
Purchase of loans (2,442,683) (308,144)
Sale of loans 81,913 179,610
Capital expenditures on furniture and equipment (3,562) (110)
-------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES (2,767,187) (478,401)
-------------- ---------------
Cash flows from financing activities:
Net increase in borrowings with original
maturities of one year or less 2,724,455 241,885
Proceeds from long-term borrowings -- 259,000
Dividends paid to stockholders (24,000) (15,000)
-------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,700,455 485,885
-------------- ---------------
NET INCREASE IN CASH 73 177
CASH - BEGINNING OF PERIOD 251 37
-------------- ---------------
CASH - END OF PERIOD $ 324 $ 214
============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 235,820 $ 233,485
Income taxes $ 46,584 $ 14,199
</TABLE>
See accompanying notes to financial statements.
5
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THE STUDENT LOAN CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
1. SIGNIFICANT ACCOUNTING POLICIES
INTERIM FINANCIAL INFORMATION
The financial information of The Student Loan Corporation (the
"Company") as of June 30, 2000 and for the three- and six-month periods
ended June 30, 2000 and 1999 includes all adjustments (consisting of
normal recurring accruals) which, in the opinion of management, are
necessary to fairly state the Company's financial position and results
of operations in conformity with generally accepted accounting
principles ("GAAP"). The accompanying financial statements should be
read in conjunction with the financial statements and related notes
included in the Company's 1999 Annual Report and Form 10-K.
2. USE OF ESTIMATES
In preparing the financial statements in conformity with GAAP,
management has used a number of estimates and assumptions relating to
the reporting of assets and liabilities, the disclosure of contingent
assets and liabilities and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates and assumptions.
3. COMMITMENTS AND CONTINGENCIES
REGULATORY IMPACTS
The Company's loan portfolio is primarily comprised of loans originated
under the Federal Family Education Loan ("FFEL") Program. Since 1992, a
series of amendments to the Higher Education Act of 1965 (the "Act"),
which governs the FFEL Program, have increased costs and reduced
interest payments to lenders. These legislative changes have
progressively reduced the net interest margin of the Company's
portfolio.
The 1993 amendments to the Act also introduced a competitor program,
the Federal Direct Student Loan program ("direct lending"), in which
private lenders such as the Company do not participate. Direct lending
currently accounts for approximately one-third of the student loans
originated under federally sponsored programs.
4. RELATED PARTY TRANSACTIONS
Citibank (New York State) ("CNYS"), a wholly-owned subsidiary of
Citicorp and Citigroup Inc., owns 80% of the outstanding common stock
of the Company. A number of significant transactions are carried out
between the Company on the one hand and Citigroup Inc. and its
affiliates on the other hand. At June 30, 2000, the Company had
outstanding short-term and long-term borrowings with CNYS of $ 10.0
billion and $3.2 billion, respectively, compared to $7.3 billion and
$3.2 billion, respectively, at December 31, 1999. For the three- and
six-month periods ended June 30, 2000, the Company incurred $181.4
million and $344.2 million, respectively, in interest expense payable
to CNYS and its affiliates, compared to $116.6 million and $231.5
million, respectively, for the same periods in 1999. In addition,
Citigroup Inc. and its subsidiaries engage in other transactions and
servicing activities with the Company, including cash management, data
processing, income tax payments, loan servicing, employee benefits and
payroll
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administration, and facilities management. Management believes that
the terms of these transactions are, in the aggregate, no less
favorable to the Company than those which could be obtained from
unaffiliated parties.
5. INTEREST RATE SWAP AGREEMENTS
To better match the interest rate characteristics of its borrowings
with its loan assets, the Company, from time to time, enters into
interest rate swap agreements, generally with an affiliate, on portions
of its portfolio. The swap agreements are intended to reduce the risk
caused by differences between borrowing and lending rates. The Company
generally receives payments based on the three-month LIBOR and makes
payments based on the asset yield, usually the 91-day Treasury Bill
rate. The Company effectively reduces the risk of potential interest
rate variability by entering into basis swap agreements to receive
interest based on the characteristics of the Company's liabilities and
pay interest based on the interest rate characteristics of the
Company's assets.
At June 30, 2000 and December 31, 1999, the Company had no interest
rate swap agreements outstanding and managed interest rate risk
directly through its funding agreements.
For the entire second quarter of 2000, the Company had no interest
transactions related to swap agreements. However, for the same period
in 1999, the Company had swap transactions that reduced interest
expense by $2.1 million.
6. SHORT AND LONG-TERM BORROWINGS
In the first six months of 2000, short-term debt increased by $2.7
billion to $10.0 billion, compared to a $0.2 billion increase for the
same period last year. Long-term borrowings of $3.2 billion at June 30,
2000 did not change from that outstanding at December 31, 1999.
Long-term borrowings increased by $0.3 billion during the first half of
1999.
7. FUTURE IMPACTS OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities" (SFAS No. 133). In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of
FASB Statement No. 133", which delayed the effective date of SFAS No.
133 to January 1, 2001 for calendar year companies such as the Company.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an amendment of
FASB Statement No. 133," which amended certain provisions of SFAS No.
133. These new standards will significantly change the accounting
treatment of end-user derivative contracts used by the Company.
Depending on the underlying risk management strategy, these accounting
changes could affect reported earnings, assets, liabilities, and
stockholders' equity. As a result, the Company will have to reconsider
its risk management strategies, since the new standards will not
reflect the results of many of those strategies in the same manner as
current accounting practice. The Company continues to evaluate the
potential impact of implementing these new accounting standards, which
will depend, among other things, on additional interpretations of the
standards prior to the effective date.
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8. CONTINGENCIES
A consolidated stockholder complaint is pending against the Company.
See "Legal Proceedings" beginning on page 13 of the Company's Annual
Report on Form 10-K for the year-ended December 31, 1999 and on page 13
of the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000 for further information.
In addition, in recent years amendments to the Act have significantly
reduced the net interest margin of the guaranteed student loan
portfolio as new loans with lower yields were added to the portfolio
and older, more profitable loans were repaid. Pressure on margins will
continue as more loans are originated with lower yields. In addition,
the Act may be amended by Congress at any time, possibly resulting in
further reductions in FFEL Program loan subsidies in the form of
increased risk-sharing costs and reduced interest margins. Any such
amendments could adversely affect the Company's business and prospects.
Also, various legal proceedings arising out of the normal course of
business are pending against the Company. Although there can be no
assurances, the Company believes, based on information currently
available, that the ultimate resolution of these legal proceedings
would not be likely to have a material adverse effect on its results of
operations, financial condition or liquidity.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical
facts are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act. The Student Loan Corporation's (the
"Company's") actual results may differ materially from those suggested
by the forward-looking statements, which are typically identified by
the words or phrases "believe," "expect," "anticipate," "intend",
"estimate," "may increase," "may result in," and similar expressions or
future or conditional verbs such as "will", "should", "would" and
"could". These forward-looking statements involve risks and
uncertainties including, but not limited to, the following: the effects
of future legislative changes; actual credit losses experienced by the
Company in future periods compared to the estimates used in calculating
reserves; fluctuations in the interest rates paid by the Company for
its funding and received on its loan portfolio; the success of the
Company's hedging policies; the successful resolution of legal
proceedings; as well as general economic conditions, including the
performance of financial markets and the passage of regulatory changes.
FINANCIAL CONDITION
During the six months ended June 30, 2000, the net insured student loan
portfolio of the Company grew by $2.7 billion (25%) from the balance at
December 31, 1999. This growth was the result of loan disbursements
totaling $1,543 million and loan purchases of $2,443 million in the
first six months of 2000, partially offset by $82 million in loan sales
and $1,140 million in loan reductions (attributable to repayments and
claims paid by guarantors), and other adjustments of $15 million. This
compares to loan disbursements of $920 million, loan purchases of $308
million, loan sales of $180 million, loan reductions of $570 million,
and other adjustments of $6 million in the first six months of 1999.
The increase in loan purchases for the first two quarters of 2000
(compared to the same period in 1999) is primarily attributable to the
Company's ongoing loan portfolio acquisition efforts.
The Company's loan disbursements and new CitiAssist loan commitments
for the first six months of 2000 of $1,720 million were $693 million
(67%) more than those made in the same period of 1999. This increase is
attributable primarily to large increases in new Federal Consolidation
program loan disbursements. During the first six months of 2000, new
CitiAssist loan commitments increased to $177 million, a $70 million
(65%) increase from the same period last year. FFEL Program Stafford
and Plus loan disbursements of $876 million in the first six months of
2000 is $101 million (13% ) higher than the $775 million disbursed
during the same period of 1999. Federal Consolidation program loan
originations of $667 million for the first two quarters of 2000 have
increased $523 million (363%) compared to the same period of 1999.
During the first six months of 2000, the Company made $236 million in
interest payments, principally to CNYS, compared to $233 million for
the same period in 1999. The Company paid $47 million in income taxes
during the first two quarters of 2000, compared to $14 million for the
same period last year. The difference in the amount of taxes paid is
primarily due to timing differences in making intercompany tax payments
and does not reflect any significant changes in applicable income tax
rates.
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Other assets at June 30, 2000 increased $90.0 million (29%) from
December 31, 1999, principally as a result of additional interest
receivable attributable to growth in the student loan portfolio and
timing of interest receipts. Other liabilities, principally comprised
of accrued interest and income taxes payable, increased $82.7 million
(61%) from December 31, 1999, primarily due to accrued interest on new
borrowings and timing differences in making intercompany interest and
tax payments.
In the first six months of 2000, short-term debt increased by $2.7
billion to $10.0 billion, compared to a $0.2 billion increase for the
same period last year. The large increase in borrowings in year 2000
was necessitated by the large portfolio purchases made during the year.
Long-term borrowings of $3.2 billion at June 30, 2000 did not change
from that outstanding at December 31, 1999. Long-term borrowings
increased by $0.3 billion during the first half of 1999.
The Company paid a quarterly dividend of $0.60 per common share on June
1, 2000. The Board of Directors declared a regular quarterly dividend
on the Company's common stock of $0.60 per share to be paid September
1, 2000 to the stockholders of record on August 15, 2000.
RISK MANAGEMENT
Risk management is an important business objective of the Company. The
Company actively manages market, price and other risks. For further
information, see "Risk Management" beginning on page 6 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
MARKET RISK
The Company's primary market risk exposure is to fluctuations in the
spreads between the Company's borrowing and lending rates. Market
risk is measured using various tools, including Earnings-at-Risk which
reflects repricing gaps in the position as well as option positions
both explicit and embedded in the loan portfolio. The Company prepares
Earnings-at-Risk calculations to measure the discounted pre-tax
earnings impact over a preset time span of a specified shift in the
interest rate yield curve. The yield curve shift is statistically
derived as a two standard deviation change in short-term interest rates
over the period required to defease the position (usually two weeks).
As of June 30, 2000, the rate shift over a two-week defeasance period
applied to the interest rate yield curve for purposes of calculating
Earnings-at-Risk was 38 basis points.
The Earnings-at-Risk calcution is a measure to look at exposures based
upon the Company's position at one point in time. As indicated in the
table below as of June 30, 2000, a 38 basis point (two standard
deviation) increase in the interest yield curve would have a potential
positive impact on the Company's pretax earnings of approximately $10.0
million in the next twelve months, and a potential positive impact of
approximately $4.0 million for the total five-year period 2001-2005. A
two standard deviation decrease in the interest yield curve would have
a potential negative impact on the Company's pretax earnings of
approximately $9.9 million in the next twelve months, and approximately
$3.9 million negative impact for the five-year period 2001-2005.
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<TABLE>
<CAPTION>
Earnings-at-Risk (effect on pre-tax earnings) as of June 30, 2000
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(Dollars in millions) 2001 2002 2003 2004 2005 Total
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<S> <C> <C> <C> <C> <C> <C>
Two standard deviation increase $10.0 ($1.2) ($1.6) ($1.6) ($1.6) $4.0
---------------------------------------------------------------------------------------------------------------------
Two standard deviation decrease ($ 9.9) $1.2 $1.6 $1.6 $1.6 ($3.9)
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</TABLE>
<TABLE>
<CAPTION>
Earnings-at-Risk (effect on pre-tax earnings) as of June 30, 1999
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(Dollars in millions) 2000 2001 2002 2003 2004 Total
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<S> <C> <C> <C> <C> <C> <C>
Two standard deviation increase $9.8 ($3.7) ($3.2) ($2.8) ($2.3) $ (2.2)
---------------------------------------------------------------------------------------------------------------------
Two standard deviation decrease $6.0 $4.9 $4.4 $3.8 $3.2 $22.3
---------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company, through its Asset/Liability Management Committee, actively
manages these risks by setting Earnings-at-Risk limits and takes
appropriate actions if interest rates move against the existing
structure.
RESULTS OF OPERATIONS
Quarter Ended June 30, 2000
Net income was $27.1 million ($1.36 basic and diluted earnings per
share) for the second quarter of 2000. This was an increase of $4.5
million (20%) from earnings for the same period last year. The increase
in net income was primarily attributable to higher interest income
generated by loan portfolio growth resulting from loan originations and
ongoing loan portfolio acquisition efforts.
The net interest margin for the second quarter of 2000 was 2.25%, 0.32%
lower than the 2.57% margin for the second quarter of 1999. The decline
in the margin was primarily attributable to the amortization of loan
premiums resulting from recent portfolio acquisitions and less
favorable funding spreads compared to those received during the same
period last year. The pressure on margins is expected to continue
during 2000 as new loans with lower interest spreads are added and
older more profitable loans are repaid, and as the Company's
acquisition efforts continue.
Total operating expenses for the second quarter of 2000 increased $3.0
million (17%) from the same period last year, primarily due to an
increase of $3.7 million in fees and other costs to procure and service
the significantly larger portfolio. This amount was partially offset by
decreases in current quarter technology costs. Also, operating expenses
as a percentage of average insured student loans improved 0.11% to
0.70% from the second quarter of 1999 expense ratio of 0.81%. The
improvement in the expense ratio is primarily attributable to
efficiencies in administrative and operational expenses.
Return on equity was 20.3% for the second quarter of 2000, 1.7% higher
than the 18.6% return for the same period of 1999. The increase was
attributed to higher earnings in the current year.
Six Months Ended June 30, 2000
The Company earned net income of $53.9 million ($2.70 basic earnings
per share) for the six months ended June 30, 2000, an increase of $8.1
million (18%) from the first half of 1999. The increase was primarily
due to higher interest income generated by the increased loan
portfolio, resulting from loan originations and portfolio acquisition
efforts.
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Total operating expenses for the first half of 2000 were $39.1 million,
$3.5 million (10%) higher than the same period last year due to
increased costs to service the significantly larger portfolio,
partially offset by decreases in current period technology costs.
Operating expenses as a percentage of average insured student loans for
the first half of 2000 decreased to 0.66%, an improvement of 0.14%
compared to the first half of 1999, primarily attributable to
efficiencies in administrative and operational expenses.
The Company's effective tax rate was approximately 41.6% for the first
six months of 2000, compared to 41.7% for the same period in 1999.
REGULATORY IMPACTS
In recent years the Company's loan portfolio, comprised primarily of
loans originated under the FFEL Program, has been subject to increased
costs and reduced interest income brought about by amendments to the
Higher Education Act of 1965, which governs the FFEL Program. Pressure
on margins will continue as more loans are originated with lower
yields.
In order to counteract the reduced net interest margin on the Company's
loan portfolio resulting from these legislative changes, the Company
has aggressively pursued both new and existing marketing programs,
expanded its guarantor relationships and sought new ways to meet the
education finance needs of schools and students, including the
implementation of loan programs, such as the Company's CitiAssist
product, that are not dependent on Federal funding, guarantees and
authorization. The Company is also seeking to continue to increase the
size of its loan portfolio to take advantage of greater economies of
scale.
The 1993 amendments to the Act also introduced a competitor program,
the Federal Direct Student Loan program ("direct lending"), in which
private lenders such as the Company do not participate. Direct lending
currently accounts for approximately one-third of the student loans
originated under federally sponsored programs.
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PART II. OTHER INFORMATION
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITYHOLDERS
At the Company's 2000 Annual Meeting of Stockholders, held May 18, 2000, the
Company's stockholders took the following actions:
1. Two directors were elected to the Board of Directors: Evelyn E.
Handler (with holders of 18,446,075 shares voting in favor, 35,306
abstaining and none withheld); Carl E. Levinson (with holders of
18,096,559 shares voting in favor, 35,306 abstaining and 349,516
withheld). Ms. Evelyn E. Handler and Mr. Carl E. Levinson will each
serve until the year 2003 meeting of stockholders.
2. The selection of KPMG LLP as the Company's independent auditors for
the 2000 fiscal year was ratified, with holders of 18,478,678 shares
voting in favor, 1,403 abstaining and 1,300 voting against.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the second quarter of 2000.
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SIGNATURE
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, thereunto duly authorized.
Date: August 11, 2000
The Student Loan Corporation
By /s/ Yiannis Zographakis
-----------------------
Yiannis Zographakis
Vice President and
Chief Financial Officer
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