2015-05-15T11:22:47-05:00 2014-06-30 ERNST & YOUNG US LLP 2005 MARKET STREET STE 700 PHILADELPHIA PA 19103 990 2013-07-01 510423553 PHEAA Student Loan Foundation Inc % TIMOTHY A GUENTHER PHEA 7177202023 1200 North Seventh Street Suite Harrisburg PA 17102 Timothy R GUENTHER Treasurer 7177202023 2015-05-15 true WENDY CLAVIN P00870950 7177202023 2013 2016-03-07 17:11:31Z Nathaniel Hench 1200 North Seventh Street Harrisburg PA 17102 106067073 false X N/A X 2002 PA THE FOUNDATION IS ORGANIZED TO CARRY OUT STUDENT LOAN SECURITIZATION TRANSACTIONS FOR PHEAA SO IT CAN IMPROVE HIGHER EDUCATION OPPORTUNITIES FOR PENNSYLVANIA STUDENTS. 5 2 0 0 0 0 0 62162108 81428314 24854 11731 21269422 24627028 83456384 106067073 0 0 0 0 0 0 0 0 0 60711358 86649514 60711358 86649514 22745026 19417559 3247184170 4493587660 3251011017 4476947657 -3826847 16640003 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 PHEAA-OWNED STUDENT LOAN IN ORDER TO RAISE FUNDS FOR PHEAA SO THAT IT MAY CONTINUE TO MAKE, SERVICE AND BUY LOW-COST STUDENT LOANS AND TO OTHERWISE IMPROVE HIGHER EDUCATIONAL OPPORTUNITIES FOR STUDENTS IN PENNSYLVANIA, THEREBY LESSENING THE BURDENS OF GOVERNMENT. true true 86649514 106055342 AS OF THE END OF THE REPORTING PERIOD, IN FURTHERANCE OF ITS PURPOSES, THE FOUNDATION HAD FORMED THE NINE SPECIAL-PURPOSE DELAWARE STATUTORY TRUSTS, (COLLECTIVELY, THE "TRUSTS"), EACH OF THE TRUSTS ISSUED NOTES IN THE AMOUNTS SET FORTH BELOW, AND USED SUBSTANTIALLY ALL OF THE PROCEEDS TO FINANCE THE PURCHASE OF STUDENT LOANS WHICH SERVE AS COLLATERAL FOR THE REPAYMENT OF SUCH NOTES: PHEAA STUDENT LOAN TRUST I ("TRUST I")- $1,200,000,000.00 (VARIOUS)(ISSUED IN THREE $400,000,000.00 SERIES: 2003-1,2004-1, 2005-1) PHEAA STUDENT LOAN TRUST 2011-1 ("TRUST 2011-1")- $1,676,400,000.00 (7/14/11) PHEAA STUDENT LOAN TRUST 2012-1 ("TRUST 2012-1")- $ 536,400,000.00 (11/14/12) PHEAA STUDENT LOAN TRUST 2013-1 ("TRUST 2013-1")- $ 583,950,000.00 (6/12/13) PHEAA STUDENT LOAN TRUST 2013-2 ("TRUST 2013-2")- $ 331,300,000.00 (7/30/13) PHEAA STUDENT LOAN TRUST 2013-3 ("TRUST 2013-3")- $ 517,850,000.00 (11/20/13) PHEAA STUDENT LOAN TRUST 2014-1 ('TRUST 2014-1")- $ 573,800,000.00 (3/14/14) PHEAA STUDENT LOAN TRUST 2014-2 ("TRUST 2014-2")- $ 611,850,000.00 (6/17/14) PHEAA WAREHOUSE FACILITY TRUST 2013-1 ("WAREHOUSE TRUST 2013-1")- THIS ENTITY WAS CREATED TO FACILITATE SHORT TERM FINANCING FOR STUDENT LOANS, FROM TIME TO TIME, IN AN AMOUNT UP TO $700,000.000.00 DURING THE CURRENT FISCAL YEAR. IN ADDITION, THE FOUNDATION HAD FORMED THE FOLLOWING THREE LIMITED LIABILITY COMPANIES: (Collectively, the "LLCS", AND EACH, INDIVIDUALLY, AN "LLC") PHEAA STUDENT LOAN COMPANY, LLC ("SLC I") PHEAA STUDENT LOAN COMPANY II, LLC ("SLC II") PHEAA STUDENT LOAN COMPANY III, LLC ("SLC III") EACH OF THE LLCS PARTICIPATED IN THE ISSUANCE AND SALE OF NOTES THROUGH THE STRAIGHT-A FUNDING CONDUIT PROGRAM TO FINANCE THE PURCHASE OF STUDENT LOANS WHICH SERVED AS COLLATERAL FOR THE NOTES. THE NOTES ISSUED BY EACH LLC WERE PAID IN FULL BY THE END OF THE REPORTING PERIOD. THE FOUNDATION RETAINED RESIDUAL INTERESTS IN THE ASSETS TRANSFERRED TO EACH OF THE FOREGOING ENTITIES. HOWEVER, AS A CASH-BASIS TAXPAYER, THE FOUNDATION DOES NOT RECOGNIZE ITS RESIDUAL INTERESTS AS REVENUE UNTIL ASSOCIATED CASH IS RECEIVED/REALIZED BY THE FOUNDATION. THE FOUNDATION INTENDS TO DISTRIBUTE TO PHEAA, FROM TIME TO TIME, SUCH CASH FLOWS, NET OF EXPENSES. PHEAA HAS ADVISED THAT SUCH CASH DISTRIBUTIONS AND OTHER BENEFITS IT RECEIVES FROM THE FOUNDATION'S ACTIVITIES WILL BE USED TO FURTHER PHEAA'S STATUTORY MISSION THEREBY LESSENING THE BURDENS OF GOVERNMENT. 86649514 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 false X 5 2 false false false false false true false true false true false true false false false false false false PA X TIMOTHY A GUENTHER 7177202023 1200 NORTH SEVENTH STREET Harrisburg PA 17102 Nathaniel D Hench President and Director 1.0 40.0 X X 0 152224 9705 Timothy A Guenther Treasurer and Director 1.0 40.0 X X 0 217322 13948 Andrew D Mehalko Secretary and Director 1.0 40.0 X X 0 137378 8717 Raye Goldsborough Director 1.0 0.0 X 0 15000 0 Lori E Cooney Director 1.0 0.0 X 0 15000 0 0 536924 32370 0 false true false PHEAA 1200 N 7th Street HARRISBURG PA 17102 Loan Servicing 23541739 BMO Capital Markets Corp 115 S LaSalle Street 25th Floor W CHICAGO IL 60603 Broker/Dealer 4168881 RBC Captial Markets 3 World Trade Center 200 Vesey St NEW YORK NY 10281 Broker/Dealer 1763924 Morgan Stanley Co LLC 1585 Broadway 11th Floor NEW YORK NY 10036 Broker/Dealer 1830255 Citigroup Global Markets Inc 1 Liberty Place 43rd Floor PHILADELPHIA PA 19103 Broker/Dealer 1502650 5 0 Student loan interest 522291 81428314 81428314 81428314 11731 11731 0 0 0 0 0 0 0 0 0 Bond refunding 522291 24627028 24627028 24627028 106067073 106055342 11731 0 0 0 0 0 0 0 0 0 0 0 0 9200 9200 0 0 0 0 0 0 0 0 0 0 0 0 0 0 39818549 39818549 0 0 0 0 0 BOND ISSUANCE COSTS 16443322 16443322 Loan servicing fees 16387339 16387339 administrative fees 7154400 7154400 Risk share write offs 4514550 4514550 2322154 2322154 86649514 86649514 0 0 5221893 8586662 69752785 109889489 0 0 44244636 64479179 0 0 0 0 3101686940 4310615950 0 0 26277916 16380 0 0 0 0 0 0 0 0 0 0 0 3247184170 4493587660 13714399 15381827 0 0 0 0 0 0 0 0 0 0 3237296618 4461565830 0 0 0 0 3251011017 4476947657 X -3826847 16640003 0 0 0 0 -3826847 16640003 3247184170 4493587660 X 19417559 1049291 X X false true X false false X X X false false false PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY 231693362 06 true 86649514 1 86649514 false false false false false false false false false Nathaniel D Hench President and Director 0 152224 0 0 0 0 0 9705 0 0 0 161929 0 0 Timothy A Guenther Treasurer and Director 0 217322 0 0 0 0 0 13948 0 0 0 231270 0 0 Form 990, Part III, Line 2 The Foundation formed four special purpose trusts during the reporting period. Each was organized to acquire and own student loans and other assets, issue notes to investors and make principal and interest payments to investors. The first, known as the PHEAA Warehouse Facility Trust 2013-1 (the "Warehouse 2013-1 Trust") was a line of credit issued with a limit on $400,000,000, which was increased to $700,000,000 during the year. The second, known as the PHEAA Student Loan Trust 2013-3 ("Trust 2013-3") issued notes in the amount of $517,850,000 on November 20, 2013. The third special purpose trust, known as PHEAA Student Loan Trust 2014-1 ("Trust 2014-1") issued notes in the amount of $573,800,000 on March 14, 2014. The fourth special purpose trust, known as PHEAA Student Loan Trust 2014-2 ("Trust 2014-2") issued notes in the amount of $611,850,000 on June 17, 2014. Additionally, the PHEAA Student Loan Trust 2013-2 ("Trust 2013-2") that was created in the prior fiscal year (2012) issued notes in the amount of $331,300,000 on July 30, 2013. Substantially all of the proceeds of the notes from each of these transactions were used by the related trust to finance the purchase of student loans which serve as collateral for the related notes. Form 990, Part III, Line 3 On July 20, 2013, PHEAA Student Loan Company II, LLC and PHEAA Student Loan Company III, LLC repaid its outstanding debt obligation under the Straight-A Funding Short-Term Note Facility (Straight-A Program). Following the release of the related lien under the Straight-A Program, the related student loans were sold to PHEAA, which sold them to the Foundation for subsequent sale to the PHEAA Student Loan Trust 2013-2. Form 990, Part IV line 12 and Part XI 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, each of 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 and Trust 2014-2 have annual independent audits of their respective financial statements prepared annually, and the financial statements for the PHEAA Student Loan Foundation, INC, 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. 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 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 was reviewed by outside legal counsel, who provided comments and advised as to any 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 15a and 15b The PHEAA Student Loan Foundation (the "Foundation") has two (2) independent directors whose compensation was contractually negotiated 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 Residual Transfers to PHEAA (PHEAA SLC II, III) (9,295,340) Residual Transfers to Counter Parties (PHEAA SLC II, III) (94,517) Residual Transfers to PHEAA (Trusts) (1,396,223) Equity Contribution 36,304,461 PY Reclass of DFC (24,469,090) Total 1,049,291 Form 990, Part XII, Line 1 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 nine 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") and PHEAA Student Loan Trust 2014-2 ("Trust 2014-2", 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 and Trust 2014-2, Collectively 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 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 i 1200 N 7th Street Harrisburg PA 17012 146223927 Student Loans PA 9808716 358968264 PHEAA SL FDN PHEAA Student Loan Company II LLC 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 372017 0 PHEAA SL FDN PHEAA Student Loan Company III LLC 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 170938 0 PHEAA SL FDN PHEAA Student Loan Trust 2011-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 27874641 1216762434 PHEAA SL FDN PHEAA Student Loan Trust 2012-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 9203642 422179136 PHEAA SL FDN PHEAA Student Loan Trust 2013-1 1200 N 7th Street Harrisburg PA 17102 510423553 Student Loans PA 11864325 538632428 PHEAA SL FDN PHEAA Student Loan Trust 2013-2 1200 N 7th Street Harrisburg PA 17102 510423553 STUDENT LOANS PA 6286602 293639779 PHEAA SL FDN PHEAA Warehouse Facility Trust 2013-1 1200 N 7th Street Harrisburg PA 17102 510423553 STUDENT LOANS PA 6145109 2239945 PHEAA SL FDN PHEAA Student Loan Trust 2013-3 1200 N 7th Street Harrisburg PA 17102 510423553 STUDENT LOANS PA 6015789 495025051 PHEAA SL FDN PHEAA Student Loan Trust 2014-1 1200 N 7th Street Harrisburg PA 17102 510423553 STUDENT LOANS PA 3473385 549922771 PHEAA SL FDN PHEAA Student Loan Trust 2014-2 1200 N 7th Street Harrisburg PA 17102 510423553 STUDENT LOANS PA 224880 616217852 PHEAA SL FDN PA Higher Education Assistance Agency 1200 N 7th Street Harrisburg PA 17102 231693362 Student Loans PA PA State Leg false false false false false false false true false false false false true true true false false true false PA Higher Education Assistance Agency H 2015056286 Book Value PA Higher Education Assistance Agency m 23541739 Book Value PA Higher Education Assistance Agency o 506924 Book Value PA Higher Education Assistance Agency R 9295340 Book Value