2014-05-09T15:45:53-05:00 2013-06-30 ERNST & YOUNG US LLP 1101 NEW YORK AVE NW WASHINGTON DC 20005 990 2012-07-01 510423553 PHEAA Student Loan Foundation Inc % TIMOTHY A GUENTHER PHEA 7177202023 1200 North Seventh Street Suite Harrisburg PA 17102 TIMOTHY GUENTHER 2023277097 2014-05-09 true 2023277097 2012 2015-11-30 17:44:51Z Nathaniel Hench 1200 North Seventh Street Harrisburg PA 17102 83456384 false X N/A X 2002 PA THE FOUNDATION IS ORGANIZED TO CARRY OUT STUDENT LOAN SECURITIZATION TRANSACTIONS FOR PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY SO IT CAN IMPROVE HIGHER EDUCATION OPPORTUNITIES FOR PENNSYLVANIA STUDENTS. 5 2 0 0 0 0 0 164895215 62162108 74543 24854 20191354 21269422 185161112 83456384 0 0 0 0 0 0 0 0 0 64792659 60711358 64792659 60711358 120368453 22745026 3055592954 3247184170 3067965596 3251011017 -12372642 -3826847 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 loans 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 60711358 83393440 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 loans in order to raise funds for PHEAA so that PHEAA 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. As of the end of the reporting period, the Foundation had formed five 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", and collectively with Trust I, Trust 2011-1, Trust 2012-1, and Trust 2013-1, 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"). 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 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. Trust 2013-2 did not issue notes during the reporting period. The Foundation retained residual interests in the student loans. However, as a cash basis taxpayer, the Foundation does not 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. 60711358 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 1.0 40.0 X X 0 127715 8144 Timothy A Guenther 1.0 40.0 X X 0 211545 13620 Andrew D Mehalko 1.0 40.0 X X 0 132622 8415 Raye Goldsborough 1.0 0.0 X 0 19500 Lori E Cooney 1.0 0.0 X 0 19500 0 510882 30179 0 false true false PA HIGHER EDUCATION ASSISTANCE AGEN 1200 N 7th Street HARRISBURG PA 17102 Loan Servicing 16881747 Bank of New York 101 Barclay Street 7W NEW YORK NY 10007 BROKER DEALER SRVS 185751 MT Bank 213 Market Street HARRISBURG PA 17105 INDENTURE TRUSTEE 571056 3 0 STUDENT LOAN INTEREST 522291 62162108 62162108 62162108 24854 24854 0 0 0 0 0 0 0 0 0 BOND REFUNDING 522291 21231332 21231332 MISCELLANEOUS REVENUE 900099 38090 38090 21269422 83456384 83393440 62944 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 38989997 38989997 0 0 0 LOAN SERVICING FEES 13529125 13529125 ADMINISTRATIVE FEES 3352622 3352622 RISK SHARE WRITE OFFS 3157749 3157749 LOSS ON SALE OF LOANS 917058 917058 764807 764807 60711358 60711358 0 0 4458509 5221893 110219394 69752785 0 0 40895086 44244636 0 0 0 0 2880860668 3101686940 0 0 19159297 26277916 0 0 0 0 0 0 0 0 0 0 0 3055592954 3247184170 10813281 13714399 0 0 0 0 0 0 0 0 0 0 3057152315 3237296618 0 0 0 0 3067965596 3251011017 X -12372642 -3826847 0 0 0 0 -12372642 -3826847 3055592954 3247184170 X 22745026 -14199231 X X false true X false X X X false false false PENNSYLVANIA HIGHER EDUCATION ASSISTANCE AGENCY 231693362 06 true 60711358 1 60711358 false false false false false false false false false Timothy A Guenther 0 211545 0 0 0 0 0 13620 0 0 0 225165 0 0 Form 990, Part III, Line 2 The Foundation formed three 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 Student Loan Trust 2012-1 (the "2012-1 Trust") issued notes in the amount of $536,400,000 on November 14, 2012. The second, known as the PHEAA Student Loan Trust 2013-1 ("Trust 2013-1") issued notes in the amount of $583,950,000 on June 12, 2013. Substantially all of the proceeds of the notes from each of these transactions were used by the related trust to purchase student loans. The third special purpose trust, known as PHEAA Student Loan Trust 2013-2 ("Trust 2013-2") did not issue notes during the reporting period. Form 990, Part III, Line 3 On November 14, 2012, PHEAA Student Loan Company, 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 2012-1. 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 and Trust 2013-2 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 Pennsylvania 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 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 advises 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 & 15b 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 Residual Transfers to PHEAA: (20,730,844) Residual Transfers to Counter Parties: (3,442,640) Equity Contribution: 9,974,253 Part XI, Line 9: (14,199,231) 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", and collectively with Trust I, Trust 2011-1, Trust 2012-1 and Trust 2013-1, 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 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. FORM 990, PART XII, LINE 2C AUDIT OVERSIGHT & SELECTION PROCESS THE ORGANIZATION DOES NOT HAVE A SEPARATE COMMITTEE THAT ASSUMES THE RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT REVIEW OR COMPILATION OF THE FINANCIAL STATEMENTS. WE FEEL A SEPARATE COMMITTEE IS NOT NECESSARY BECAUSE THE AUDIT IS CONDUCTED AS PART OF PHEAA'S CONSOLIDATION FINANCIAL statements, which does have a committee. 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