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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 2004
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
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
Nelnet Student Loan Trust 2004-3
Nelnet Student Loan Trust 2004-4
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 RULE 12B-2 OF THE ACT). YES __ NO X
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT ON DECEMBER 31, 2004: NONE
DOCUMENTS INCORPORATED BY REFERENCE
None
TABLE OF CONTENTS
Page
PART I
ITEM 1. BUSINESS.....................................................2
ITEM 2. PROPERTIES...................................................2
ITEM 3. LEGAL PROCEEDINGS............................................2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........2
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES....2
ITEM 6. SELECTED FINANCIAL DATA......................................2
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION..............................2
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK...........................................2
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................2
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE...................3
ITEM 9A. CONTROLS AND PROCEDURES......................................3
ITEM 9B. OTHER INFORMATION............................................3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...........3
ITEM 11. EXECUTIVE COMPENSATION.......................................3
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS............3
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............3
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.......................3
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES...................3
SIGNATURES.....................................................................5
CERTIFICATIONS.................................................................6
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, Nelnet Student Loan Trust 2003-2, Nelnet Student Loan
Trust 2004-3, and Nelnet Student Loan Trust 2004-4 (collectively the "Trusts").
Certain information otherwise required to be included in this Report by the
Instructions to Form 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
Omitted.
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, July 1, 2003, July 1, 2004, and
September 1, 2004;
- Section 4.04(g) of the Indentures of Trust dated as of May 1, 2002,
September 1, 2002, January 1, 2003, July 1, 2003, July 1, 2004, and
September 1, 2004.
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 Registrant was a party or which any of their
respective properties was the subject during the fiscal year covered by this
Report, nor is the Registrant 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, 2004.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS,
AND ISSUER PURCHASES OF EQUITY SECURITIES
At December 31, 2004, 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
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Omitted.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
2
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Not applicable.
ITEM 9B. OTHER INFORMATION
During the fourth quarter of 2004, no information was required to be
disclosed in a report on Form 8-K, but not reported.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
At December 31, 2004, 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. PRINCIPAL ACCOUNTING FEES AND SERVICES
The Registrant did not incur any external accounting fees in 2004.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBITS
The following documents are filed as part of this Annual Report on Form 10-K.
EXHIBIT NO. DESCRIPTION
99.1 Annual Statement of Compliance - Officer's Certificate of the Servicer -
Nelnet Student Loan Trust 2002-1
99.2 Annual Statement of Compliance - Officer's Certificate of the
Administrator - Nelnet Student Loan Trust 2002-1
99.3 Annual Statement of Compliance - Officer's Certificate of the Servicer -
Nelnet Student Loan Trust 2002-2
99.4 Annual Statement of Compliance - Officer's Certificate of the
Administrator - Nelnet Student Loan Trust 2002-2
3
99.5 Annual Statement of Compliance - Officer's Certificate of the Servicer -
Nelnet Student Loan Trust 2003-1
99.6 Annual Statement of Compliance - Officer's Certificate of the
Administrator - Nelnet Student Loan Trust 2003-1
99.7 Annual Statement of Compliance - Officer's Certificate of the Servicer -
Nelnet Student Loan Trust 2003-2
99.8 Annual Statement of Compliance - Officer's Certificate of the
Administrator - Nelnet Student Loan Trust 2003-2
99.9 Annual Statement of Compliance - Officer's Certificate of the Servicer -
Nelnet Student Loan Trust 2004-3
99.10 Annual Statement of Compliance - Officer's Certificate of the
Administrator - Nelnet Student Loan Trust 2004-3
99.11 Annual Statement of Compliance - Officer's Certificate of the Servicer -
Nelnet Student Loan Trust 2004-4
99.12 Annual Statement of Compliance - Officer's Certificate of the
Administrator - Nelnet Student Loan Trust 2004-4
99.13 Servicer Compliance Audit - Year Ended December 31, 2004
4
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.
Dated: March 31, 2005
NELNET STUDENT LOAN FUNDING, LLC
By: Nelnet Student Loan Funding Management
Corporation, as Manager and Special Member
By: /s/ Michael S. Dunlap
----------------------------------
Michael S. Dunlap, President
(Principal Executive Officer)
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 President (Principal March 31, 2005
--------------------- Executive Officer)
Michael S. Dunlap
By: /s/ Jim Kruger Secretary, Treasurer, and March 31, 2005
--------------------- Director (Principal
Jim Kruger Financial and Accounting
Officer)
By: /s/ Terry J. Heimes Vice President and March 31, 2005
--------------------- Director
Terry J. Heimes
By: /s/ Jeffery R. Noordhoek Vice President and March 31, 2005
------------------------ Director
Jeffery R. Noordhoek
By: /s/ Del Cochran Director March 31, 2005
------------------------
Del Cochran
By: /s/ Mark Whitehead Director March 31, 2005
------------------------
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.
5
CERTIFICATIONS
I, Michael S. Dunlap, 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,
Nelnet Student Loan Trust 2003-2, Nelnet Student Loan Trust 2004-3 and Nelnet
Student Loan Trust 2004-4;
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 31, 2005 /s/ Michael S. Dunlap
-----------------------------------------------
Michael S. Dunlap
President
(Principal Executive Officer)