2017-05-12T16:11:53-05:00 2016-06-30 ERNST & YOUNG US LLP 5 TIMES SQUARE NEW YORK NY 10036 990 2015-07-01 510423553 PHEAA STUDENT LOAN FOUNDATION INC % JAMES H STEELEY PHEA 7177202023 1200 North Seventh Street Harrisburg PA 17102 JAMES STEELEY TREASURER 7177207758 2017-05-12 true NICOLE M SOKOLOWSKI P01683199 2127733000 2015 2021-01-29 14:40:06Z Nathaniel Hench 1200 N 7th Street Harrisburg PA 17102 153655863 false X N/A X 2002 PA See schedule O 5 2 0 0 0 0 0 0 114216209 118733982 17118 241196 23593285 34680685 137826612 153655863 0 0 0 0 0 0 0 0 0 100492751 95919719 100492751 95919719 37333861 57736144 5765471009 4891740041 5622433989 4703476149 143037020 188263892 X The PHEAA Student Loan Foundation, Inc., a non-stock, nonprofit corporation incorporated under Pennsylvania's Nonprofit Corporation Law of 1988, as amended (the 'Foundation'), is organized to carry out student loan securitization transactions for the benefit of, or to carry out the purposes of, the Pennsylvania Higher Education Assistance Agency ('PHEAA'), a state agency of the Commonwealth of Pennsylvania ('Commonwealth'), created and controlled by the Commonwealth's Legislature. The Foundation's exempt purpose is to facilitate the securitization OF student loans in order to raise funds for PHEAA so that PHEAA may continue to make, service and buy student loans and to otherwise improve higher educational opportunities for students, and for any of PHEAAs statutory purposes, thereby lessening PHEAAs burdens OF government. false false 95919719 0 153414667 THE PHEAA STUDENT LOAN FOUNDATION, INC., A NON-STOCK, NONPROFIT CORPORATION INCORPORATED UNDER PENNSYLVANIA'S NONPROFIT CORPORATION LAW OF 1988, AS AMENDED (THE 'FOUNDATION') IS ORGANIZED TO CARRY OUT STUDENT LOAN SECURITIZATION TRANSACTIONS FOR THE BENEFIT OF, OR TO CARRY OUT THE PURPOSES OF, THE PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY ('PHEAA'), A STATE AGENCY OF THE COMMONWEALTH OF PENNSYLVANIA ('COMMONWEALTH'), CREATED AND CONTROLLED BY THE COMMONWEALTH'S LEGISLATURE. THE FOUNDATION'S EXEMPT PURPOSE IS TO FACILITATE THE SECURITIZATION OF STUDENT LOANS IN ORDER TO RAISE FUNDS FOR PHEAA SO THAT PHEAA MAY CONTINUE TO MAKE, SERVICE AND BUY STUDENT LOANS AND TO OTHERWISE IMPROVE HIGHER EDUCATIONAL OPPORTUNITIES FOR STUDENTS, THEREBY LESSENING PHEAAS BURDENS OF GOVERNMENT. AS OF THE END OF THE REPORTING PERIOD, THE FOUNDATION HAD FORMED TWELVE SPECIAL PURPOSE TRUSTS KNOWN AS THE PHEAA STUDENT LOAN TRUST I ( 'TRUST I'), PHEAA STUDENT LOAN TRUST 2011-1 ("TRUST 2011-1"), PHEAA STUDENT LOAN TRUST 2012-1 ("TRUST 2012-1"), PHEAA STUDENT LOAN TRUST 2013-1 ("TRUST 2013-1"), PHEAA STUDENT LOAN TRUST 2013-2 ("TRUST 2013-2"), PHEAA WAREHOUSE FACILITY TRUST ("WAREHOUSE TRUST 2013-1"), PHEAA STUDENT LOAN TRUST 2013-3 ("TRUST 2013-3"), PHEAA STUDENT LOAN TRUST 2014-1 ("TRUST 2014-1"), PHEAA STUDENT LOAN TRUST 2014-2 ("TRUST 2014-2"), PHEAA STUDENT LOAN TRUST 2014-3 ("TRUST 2014-3"), PHEAA STUDENT LOAN TRUST 2015-1 ("TRUST 2015-1"), AND PHEAA STUDENT LOAN TRUST 2016-1 ("TRUST 2016-1"), AND COLLECTIVELY WITH TRUST I, TRUST 2011-1, TRUST 2012-1, TRUST 2013-1, TRUST 2013-2, WAREHOUSE TRUST 2013-1, TRUST 2013-3, TRUST 2014-1, TRUST 2014-2, TRUST 2014-3, TRUST 2015-1 AND TRUST 2016-1, THE "TRUSTS") AND THREE SPECIAL PURPOSE LIMITED LIABILITY COMPANIES KNOWN AS PHEAA STUDENT LOAN COMPANY, LLC ('SLC I'), PHEAA STUDENT LOAN COMPANY II, LLC ("SLC II"), AND PHEAA STUDENT LOAN COMPANY III, LLC ("SLC III"). THR THREE SLCS WERE DISSOLVED ON 7/30/2015. THE TRUSTS, SLC I, SLC II A SLC III WERE ORGANIZED TO ACQUIRE, OWN AND MANAGE THE STUDENT LOANS AND OTHER ASSETS OF SUCH ENTITIES, ISSUE NOTES TO INVESTORS AND MAKE PRINCIPAL AND INTEREST PAYMENTS ON THE NOTES TO INVESTORS. THROUGH A SERIES OF TRANSACTIONS IN 2003, 2004 AND 2005, TRUST I COMPLETED THE ISSUANCE AND SALE OF NOTES TO PURCHASE STUDENT LOANS FROM PHEAA. IN A TRANSACTION IN JUNE OF 2009, SLC I PARTICIPATED IN THE ISSUANCE AND SALE OF NOTES THROUGH THE STRAIGHT-A FUNDING CONDUIT PROGRAM TO PURCHASE STUDENT LOANS FROM PHEAA. SLC II AND SLC III PARTICIPATED IN SIMILAR TRANSACTIONS IN DECEMBER OF 2009 AND JANUARY OF 2010, RESPECTIVELY. ON JULY 14, 2011 TRUST 2011-1 ISSUED NOTES IN THE AMOUNT OF $1,676,400,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 14, 2012, TRUST 2012-1 ISSUED NOTES IN THE AMOUNT OF $536,400,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JUNE 12, 2013, TRUST 2013-1 ISSUED NOTES IN THE AMOUNT OF $583,950,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JULY 30, 2013, TRUST 2013-2 ISSUED NOTES IN THE AMOUNT OF $331,300,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON NOVEMBER 20, 2013, TRUST 2013-3 ISSUED NOTES IN THE AMOUNT OF $517,850,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON MARCH 14, 2014, TRUST 2014-1 ISSUED NOTES IN THE AMOUNT OF $573,800,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON JUNE 17, 2014, TRUST 2014-2 ISSUED NOTES IN THE AMOUNT OF $573,800,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON SEPTEMBER 18, 2014, TRUST 2014-3 ISSUED NOTES IN THE AMOUNT OF $646,700,000, AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. ON APRIL 22, 2015, TRUST 2015-1 ISSUED NOTES IN THE AMOUNT OF $636,900,000 AND USED SUBSTANTIALLY ALL OF THE PROCEEDS OF THE NOTES TO PURCHASE CERTAIN STUDENT LOANS. THE FOUNDATION RETAINED RESIDUAL INTERESTS IN THE STUDENT LOANS. ON AUGUST 5, 2016 TRUST 2016-1 WAS CREATED (FORMALLY 2015-2), BUT WAS NOT FUNDED UNTIL SEPT. 14, 2016. HOWEVER, AS A CASH BASIS TAXPAYER, THE FOUNDATION DOES NOT HAVE TO RECOGNIZE ITS RESIDUAL INTEREST AS REVENUE UNTIL THE CASH FLOWS BECOME AVAILABLE. THE FOUNDATION INTENDS TO DISTRIBUTE TO PHEAA, FROM TIME TO TIME, ALL OF THE CASH FLOWS DERIVED FROM THE STUDENT LOANS, NET OF EXPENSES (OPERATING EXPENSES AND PRINCIPAL, AND INTEREST PAYMENT TO INVESTORS). PHEAA INTENDS TO USE GRANTS AND THE PROCEEDS FROM THE SALE OF THE STUDENT LOANS TO CONTINUE OTHER ACTIVITIES THAT SUBSIDIZE THE COSTS OF HIGHER EDUCATION AND SATISFY PHEAA'S STATUTORY MISSION. 95919719 true false false false false false false false false false false false false false false false false true false false false false false false false false false false false true false false false false false false false false false false false false true true false true false true X 0 0 0 false false false false false false false false false false X 5 2 false false false false false true false true false true false true false false false false false false PA X JAMES H STEELEY 7177202023 1200 NORTH SEVENTH STREET Harrisburg PA 17102 X Raye D Goldsborough Director 1.0 0.0 X 0 3000 0 Lori E Cooney Director(left apr 16) 1.0 0.0 X 0 3000 0 Nathaniel D Hench President and Director 1.0 40.0 X X 0 163579 10510 Timothy A Guenther Treasurer & Dir.(left Sept 15) 1.0 40.0 X X 0 225672 11860 Andrew D Mehalko Secretary and Director 1.0 40.0 X X 0 158464 10106 James Steely Director 1.0 40.0 X 0 22795 1457 Jeffrey R Everhart Director (Join Apr 16) 1.0 0.0 X 0 0 0 Michael Sauers Director (left Jan 16) 1.0 0.0 X 0 0 0 0 576510 33933 0 false true false PHEAA 1200 N 7th Street Harrisburg PA 17102 Loan Servicing 30423106 BMO Capital Markets 115 S Lasalle St 25th Floor West Chicago IL 60603 Broker/Dealer 1058553 MT Bank 213 Market Street 2nd Floor Harrisburg PA 17101 Trustee 921812 Bank of New York 101 Barclay Street 7W New York NY 10007 Broker/Dealer 100615 4 0 0 0 Student loan interest 522291 118733982 118733982 0 0 118733982 241196 241196 0 0 0 0 0 0 0 0 0 Bond refunding 522291 34680685 34680685 0 0 34680685 153655863 153414667 0 241196 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 9760 9760 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 58403115 58403115 0 0 0 0 0 0 0 0 0 0 0 0 0 0 LOAN SERVICING FEES 18545189 18545189 0 0 Administrative fees 11877916 11877916 0 0 Risk share write offs 4971461 4971461 0 0 Trustee fees 921812 921812 0 0 1190466 1190466 95919719 95919719 0 0 0 6526209 7479584 149231611 113790226 0 0 77427820 61866981 0 0 0 0 5532272895 4708595481 0 0 12474 7769 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5765471009 4891740041 18173925 17578935 0 0 0 0 0 0 0 0 0 0 5604260064 4685897214 0 0 0 0 5622433989 4703476149 X 143037020 188263892 0 0 0 0 143037020 188263892 5765471009 4891740041 X 57736144 0 0 0 0 -12509272 X X false true X false false X X 1 PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY 231693362 6 true 95919719 0 1 95919719 true true false false false false false false false false false false false false false true false Form 990, Schedule A, Part IV, Section A, Line 2 The supported organization is the Pennsylvania Higher Education Assistance Agency, an integral part and arm of the Commonwealth of Pennsylvania. false false false false false false false false false Nathaniel D Hench President and Director 0 163579 0 0 0 0 0 10510 0 0 0 174089 0 0 Timothy A Guenther Treasurer & Dir.(left Sept 15) 0 225672 0 0 0 0 0 11860 0 0 0 237532 0 0 Andrew D Mehalko Secretary and Director 0 158464 0 0 0 0 0 10106 0 0 0 168570 0 0 FORM 990, PART I, Line 1 The Foundation is organized to carry out student loan securitization transactions for the benefit of PHEAA so PHEAA can improve higher education opportunities for students and facilitate its other governmental purposes. FORM 990, PART IV, LINE 12 & PART XII, LINE 2 THE FINANCIAL STATEMENTS OF THE FOUNDATION ARE NOT COMPILED OR REVIEWED BY AN INDEPENDENT ACCOUNTANT, NOR ARE THEY AUDITED BY AN INDEPENDENT ACCOUNTANT. HOWEVER, THE PHEAA STUDENT LOAN TRUST I, TRUST 2011-1, TRUST 2012-1, TRUST 2013-1, TRUST 2013-2, WAREHOUSE TRUST 2013-1, TRUST 2013-3, TRUST 2014-1, TRUST 2014-2, TRUST 2014-3, TRUST 2015-1 AND TRUST 2016-1 HAVE ANNUAL INDEPENDENT AUDITS OF THEIR RESPECTIVE FINANCIAL STATEMENTS PREPARED ANNUALLY, AND THE FINANCIAL STATEMENTS FOR THE PHEAA STUDENT LOAN COMPANY, LLC, PHEAA STUDENT LOAN COMPANY II, LLC AND PHEAA STUDENT LOAN COMPANY III, LLC ARE PART OF THE ANNUAL FINANCIAL STATEMENT AUDIT PERFORMED FOR PA HIGHER EDUCATION ASSISTANCE AGENCY. FORM 990, PART V, LINE 1A 1099'S ARE NOT ISSUED BY THE ORGANIZATION FOR THE INDEPENDENT CONTRACTORS REPORTED IN PART VII, SECTION B BECAUSE THE PAYMENTS ARE MADE TO CORPORATIONS AND THEREFORE ARE NOT REQUIRED TO BE REPORTED TO THE PAYEE ON A FORM 1099, PER THE IRS INSTRUCTIONS. FORM 990, PART VI, LINE 7A ALL DIRECTORS SHALL BE APPOINTED BY RESOLUTION OF THE EXECUTIVE COMMITTEE OF THE PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY ("PHEAA"). IF PHEAA'S EXECUTIVE COMMITTEE FAILS TO APPOINT DIRECTORS, THE PRESIDENT JUDGE OF THE COMMONWEALTH COURT OF PENNSYLVANIA SHALL HAVE THE POWER TO APPOINT THE DIRECTORS. FORM 990, PART VI, LINE 8B THE FOUNDATION DOES NOT HAVE ANY COMMITTEES. FORM 990, PART VI, LINE 9 ADDRESS OF DIRECTORS THAT CANNOT BE REACHED AT THE FOUNDATION'S MAILING ADDRESS: RAYE D. GOLDSBOROUGH MONARCH MANAGEMENT SERVICES 1314 KING STREET WILMINGTON, DE 19801 LORI E. COONEY MONARCH MANAGEMENT SERVICES 1314 KING STREET WILMINGTON, DE 19801 JEFFREY R. EVERHART 1314 KING STREET WILMINGTON, DE 19801 FORM 990, PART VI, LINE 11B THE PHEAA STUDENT LOAN FOUNDATION ENGAGES AN INDEPENDENT ACCOUNTING FIRM TO ASSIST IN THE COMPILATION AND COMPLETION OF FORM 990. IT IS REVIEWED BY OUTSIDE LEGAL COUNSEL, WHO PROVIDED COMMENTS AND ADVIce AS TO POTENTIAL FACTUAL ISSUES. THE 990 IS THEN PROVIDED TO EACH DIRECTOR FOR THEIR REVIEW PRIOR TO SUBMISSION TO THE IRS. FORM 990, PART VI, LINE 15 THE PHEAA STUDENT LOAN FOUNDATION (THE "FOUNDATION") HAS TWO (2) INDEPENDENT DIRECTORS WHOSE COMPENSATION IS DETERMINED BASED UPON THE MARKET RATE OF COMPENSATION PAID TO INDEPENDENT DIRECTORS OF SIMILARLY SITUATED BANKRUPTCY-REMOTE SPECIAL PURPOSE ENTITIES. THE OFFICERS OF THE FOUNDATION RECEIVE COMPENSATION FROM THE PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY. FORM 990, PART VI, LINE 19 THE FOUNDATION MAKES ITS GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9 EQUITY CONTRIBUTION $800,000 RESIDUAL TRANSFER TO PHEAA ($13,309,272) ============== TOTAL ($12,509,272) FORM 990, PART XII, LINE 1 CASH BASIS - THE PHEAA STUDENT LOAN FOUNDATION (THE "FOUNDATION") USES THE CASH METHOD OF ACCOUNTING. AS OF THE END OF THE REPORTING PERIOD, THE FOUNDATION had FORMED SPECIAL PURPOSE TRUSTS KNOWN AS THE PHEAA STUDENT LOAN TRUST I ( "TRUST I"), PHEAA STUDENT LOAN TRUST 2011-1 ("TRUST 2011-1"), PHEAA STUDENT LOAN TRUST 2012-1 ("TRUST 2012-1), PHEAA STUDENT LOAN TRUST 2013-1 ("TRUST 2013-1") AND PHEAA STUDENT LOAN TRUST 2013-2 ("TRUST 2013-2" "), PHEAA WAREHOUSE FACILITY TRUST ("WAREHOUSE TRUST 2013-1"), PHEAA STUDENT LOAN TRUST 2013-3 ("TRUST 2013-3"), PHEAA STUDENT LOAN TRUST 2014-1 ("TRUST 2014-1"), PHEAA STUDENT LOAN TRUST 2014-2 ("TRUST 2014-2"), PHEAA STUDENT LOAN TRUST 2014-3 ("TRUST 2014-3"), PHEAA STUDENT LOAN TRUST 2015-1 ("TRUST 2015-1") AND PHEAA STUDENT LOAN TRUST 2016-1("TRUST 2016-1") , AND COLLECTIVELY WITH TRUST I, TRUST 2011-1, TRUST 2012-1 TRUST 2013-1, TRUST 2013-2, WAREHOUSE TRUST 2013-1, TRUST 2013-3, TRUST 2014-1, TRUST 2014-2, TRUST 2014-3, TRUST 2015-1 AND TRUST 2016-1, (THE "TRUSTS") AND THREE SPECIAL PURPOSE DELAWARE LIMITED LIABILITY COMPANIES: PHEAA STUDENT LOAN COMPANY, LLC ("SLC I"), PHEAA STUDENT LOAN COMPANY II, LLC ("SLC II") AND PHEAA STUDENT LOAN COMPANY III, LLC ("SLC III"). THE THREE SLCS WERE DISSOLVED ON 7/30/2015. THE TRUSTS, SLC I, SLC II, AND SLC III WERE ORGANIZED TO ACQUIRE, OWN AND MANAGE THE STUDENT LOANS AND OTHER ASSETS OF SUCH ENTITIES, ISSUE NOTES TO INVESTORS AND MAKE PRINCIPAL AND INTEREST PAYMENTS ON THE NOTES TO SUCH INVESTORS. THE TRUSTS, SLC I, SLC II AND SLC III ARE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES AND THEIR ACTIVITIES ARE INCLUDED IN THE FOUNDATION'S FORM 990. THE TRUSTS, SLC I, SLC II AND SLC III USE THE ACCRUAL METHOD OF ACCOUNTING. PHEAA Student Loan Trust 2011-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 21900605 907622554 PHEAA SL FDN PHEAA Student Loan Trust 2012-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 6465905 274826566 PHEAA SL FDN PHEAA Student Loan Trust 2013-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 9402790 404215403 PHEAA SL FDN PHEAA Student Loan Trust 2013-2 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 4783409 184808696 PHEAA SL FDN PHEAA Student Loan Trust 2013-3 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 9078230 370582157 PHEAA SL FDN PHEAA Student Loan Trust 2014-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 10522337 410334338 PHEAA SL FDN PHEAA Student Loan Trust 2014-2 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 11203982 461518577 PHEAA SL FDN PHEAA Student Loan Trust 2014-3 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 11050056 482345976 PHEAA SL FDN PHEAA Student Loan Trust 2015-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 13530411 546473507 PHEAA SL FDN PHEAA Student Loan Trust 1 1200 N 7th Street Harrisburg PA 17102 146223927 Student Loans PA 7865987 262642663 PHEAA SL FDN PHEAA Warehouse Facility Trust 2013-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 13171467 586369606 PHEAA SL FDN PHEAA Student Loan Trust 2016-1 1200 N 7th Street Harrisburg PA 17102 510423553 STUDENT LOANS PA 0 0 PHEAA SL FDN PA Higher Education Assistance Agency 1200 N 7th Street Harrisburg PA 17102 231693362 Student Loans PA n/a PA St Leg false false false false false false false false false false false false false true true true false false true false PA Higher Education Assistance Agency m 30423106 Book Value PA Higher Education Assistance Agency o 604445 Book Value PA Higher Education Assistance Agency r 13319273 Book Value