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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-K
For Annual and Transition Reports
Pursuant to Sections 13 or 15(d)
of the Securities Exchange Act of 1934
(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, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ......... to...........
Commission file number 333-82280
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NELNET STUDENT LOAN FUNDING, LLC
(Exact name of registrant as specified in its charter)
Sponsor of
Nelnet Student Loan Trust 2002-1
Nelnet Student Loan Trust 2002-2
Nelnet Student Loan Trust 2003-1
Nelnet Student Loan Trust 2003-2
Delaware 75-2997993
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
121 South 13th Street, Suite 201
Lincoln, Nebraska 68508
(Address of principal executive offices) (Zip Code)
(402) 458-2370
(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 ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes __ No X
The aggregate market value of the voting stock held by non-affiliates of
the registrant on December 31, 2003: None
-----------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
None
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TABLE OF CONTENTS
Page
PART I
ITEM 1. BUSINESS.................................................3
ITEM 2. PROPERTIES...............................................3
ITEM 3. LEGAL PROCEEDINGS........................................3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.....................................3
ITEM 6. SELECTED FINANCIAL DATA..................................3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS......................3
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK..............................................3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..............3
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE......................4
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......4
ITEM 11. EXECUTIVE COMPENSATION...................................4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........4
ITEM 14. CONTROLS AND PROCEDURES..................................4
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.................................................4
SIGNATURES.....................................................................6
2
This Annual Report on Form 10-K (the "Report") is filed with
respect to Nelnet Student Loan Trust 2002-1, Nelnet Student Loan Trust 2002-2,
Nelnet Student Loan Trust 2003-1 and Nelnet Student Loan Trust 2003-2
(collectively the "Trusts"). Certain information otherwise required to be
included in this Report by the Instructions to the 10-K has been omitted in
reliance on the letter relief granted by the staff of SEC to other companies in
similar circumstances, including Key Bank USA (pub. avail. May 9, 1997) and SMS
Student Loan Trust 1994-A (pub. avail. March 1, 1995) (collectively, the "Relief
Letters").
PART I
------
ITEM 1. BUSINESS
Not applicable in reliance on the Relief Letters.
ITEM 2. PROPERTIES
The property of 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.
Annual Statements of Compliance with loan servicing and other
administrative requirements relating to the Trusts' assets are attached as
Exhibit 99.1 hereto. These statements are required by:
-Section 3(a) of the Administration Agreements dated as of May 1,
2002, September 1, 2002, January 1, 2003 and July 1, 2003;
-Section 4.04(g) of the Indentures of Trust dated as of May 1, 2002,
September 1, 2002, January 1, 2003 and July 1, 2003.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to the
Trusts to which any of the Trusts, the Indenture Trustee, the Eligible Lender
Trustee, Nelnet, Inc., as Servicer, or the Company was a party or which any of
their respective properties was the subject during the fiscal year covered by
this Report, nor is the Company aware of any such proceedings contemplated by
governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the
fiscal year ended December 31, 2003.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At December 31, 2003, each Trust had issued one certificate
representing an undivided beneficial ownership interest in each Trust (the
"Certificates"). The Registrant is the sole owner of the Certificates. There is
no established trading market for the Certificates.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable in reliance on the Relief Letters.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable in reliance on the Relief Letters.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable in reliance on the Relief Letters.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable in reliance on the Relief Letters.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no adverse opinions or disclaimers of opinion, nor were
there any modifications as to uncertainty, audit scope, or accounting principles
rendered by the independent accountants. There were no disagreements with the
current accounting firm on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. There are no
changes in or disagreements on accounting and financial statement disclosure.
ITEM 9a. CONTROLS AND PROCEDURES
Not applicable.
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable in reliance on the Relief Letters.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable in reliance on the Relief Letters.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At December 31, 2003, the Registrant was the sole beneficial owner of
the Certificates.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable in reliance on the Relief Letters.
ITEM 14. CONTROLS AND PROCEDURES
Not applicable to asset-backed issuers.
PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Exhibits
The following documents are filed as part of this Annual Report on
Form 10-K.
Exhibit No. Description
99.1 Annual Statements of Compliance
99.2 Servicer Compliance Audit
Reports on Form 8-K
The company filed fourteen (14) Current Reports on Form 8-K with the Securities
and Exchange Commission during the period covered by this report. They were
filed on:
- January 7, 2003, in connection with a quarterly Distribution Date
for Nelnet Student Loan Trust 2002-2
- February 14, 2003, in connection with the closing of Nelnet
Student Loan Trust 2003-1
- March 3, 2003, in connection with a quarterly Distribution Date
for Nelnet Student Loan Trust 2002-1
- April 3, 2003, in connection with a quarterly Distribution Date
for Nelnet Student Loan Trust 2002-2
4
- May 30, 2003, in connection with a quarterly Distribution Date
for Nelnet Student Loan Trust 2002-1
- July 3, 2003, in connection with a quarterly Distribution Date
for Nelnet Student Loan Trust 2002-2
- July 28, 2003, in connection with a quarterly Distribution Date
for Nelnet Student Loan Trust 2003-1
- August 11, 2003, in connection with the closing of Nelnet Student
Loan Trust 2003-2
- August 27, 2003, in connection with a quarterly Distribution Date
for Nelnet Student Loan Trust 2002-1
- September 30, 2003, in connection with a quarterly Distribution
Date for Nelnet Student Loan Trust 2002-2
- October 28, 2003, in connection with a quarterly Distribution
Date for Nelnet Student Loan Trust 2003-1
- October 29, 2003, in connection with a quarterly Distribution
Date for Nelnet Student Loan Trust 2003-2
- December 8, 2003, in connection with a quarterly Distribution
Date for Nelnet Student Loan Trust 2002-1
- December 29, 2003, in connection with a quarterly Distribution
Date for Nelnet Student Loan Trust 2002-2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NELNET STUDENT LOAN FUNDING, LLC
By: Nelnet Student Loan Funding Management
Corporation, as Manager and Special Member
By: /s/ Stephen F. Butterfield
----------------------------------
Stephen F. Butterfield, President
(Principal Executive Officer)
Date: March 26, 2004
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 and on the dates indicated.
Signature Title Date
--------- ----- ----
By: /s/ Michael S. Dunlap Chairman of the Board and March 26, 2004
-------------------------- Director
Michael S. Dunlap
By: /s/ Stephen F. Butterfield President and Director March 26, 2004
-------------------------- (Principal Executive
Stephen F. Butterfield Officer)
By: March 26, 2004
/s/ Terry J. Heimes Vice President and
-------------------------- Treasurer (Principal
Terry J. Heimes Financial and Accounting
Officer)
By: /s/ Jeffery R. Noordhoek Vice President and March 26, 2004
------------------------- Director
Jeffery R. Noordhoek
By: /s/ Del Cochran Director March 26, 2004
------------------------
Del Cochran
By: /s/ Mark Whitehead Director March 26, 2004
-------------------------
Mark Whitehead
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant has not sent to security holders any annual report for
its last fiscal year or any proxy material with respect to a meeting of
shareholders.
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CERTIFICATIONS
I, Stephen F. Butterfield, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of Nelnet Student
Loan Trust 2002-1, Nelnet Student Loan Trust 2002-2, Nelnet Student Loan Trust
2003-1 and Nelnet Student Loan Trust 2003-2;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day covered by this annual report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the servicer under the pooling and
servicing agreement, or similar agreements, for inclusion in these reports is
included in these reports;
4. Based upon my knowledge and upon the annual compliance statement
included in the report and required to be delivered to the trustee in accordance
with the terms of the pooling and servicing, or similar agreements, and except
as disclosed in the reports, the servicer has fulfilled its obligations under
the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the report
provided by an independent public accountant, after conducting a review in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar procedure, as set forth in the pooling and servicing, or similar
agreement, that is included in these reports.
Date: March 26, 2004 /s/ Stephen F. Butterfield
---------------------------------
Stephen F. Butterfield
President
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