Item 1. Business.
Item 2.
Item 2. Properties.
The property of the Registrant consists solely of student loans that are either (i) guaranteed as to the payment of principal and interest by the Pennsylvania Higher Education Assistance Agency (“PHEAA”), Nebraska Student Loan Program (“NSLP”), California Student Aid Commission (“CSAC”), United Student Aid Fund (“USAF”), New York State Higher Education Services Corporation (“HESC”), Educational Credit Management Corporation (“ECMC”), Great Lakes Higher Education Guaranty Corporation (“GLHEC”) or the Massachusetts Higher Education Assistance Corporation now doing business as American Student Assistance (“ASA”), and are reinsured by the United States Department of Education (the “Department”) or (ii) guaranteed as to the payment of principal and interest by The Education Resources Institute, Inc., (“TERI”) or HEMAR Insurance Corporation of America (“HICA”), each a private guarantor and are not reinsured by the Department or (iii) are non-guaranteed and not reinsured by the Department.
See Exhibit 31, a Certification of the Registrant, KeyBank National Association, successor in interest to Key Bank USA, National Association, as Depositor with respect to the activities during the fiscal year ended December 31, 2004.
See Exhibit 99(a), a Certificate of KeyBank National Association, as Master Servicer of the Registrant with respect to the activities of the Master Servicer during the fiscal year ended December 31, 2004.
See Exhibits 99(b) and 99(f), a Certificate of Pennsylvania Higher Education Assistance Agency, as Subservicer of the Registrant, with respect to the activities of such Subservicer during the calendar year ended December 31, 2004 and the Independent Accountant’s Report of KPMG LLP with respect to the activities of such Subservicer during the calendar year ended December 31, 2004.
See Exhibits 99(c) and 99(g), a Certificate of Great Lakes Educational Loan Services, Inc. (“Great Lakes”), as Subservicer of the Registrant, with respect to the activities of such Subservicer during the calendar year ended December 31, 2004 and the Independent Accountant’s Report of Ernst & Young with respect to the activities of such Subservicer during the calendar year ended December 31, 2004.
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See Exhibits 99(d) and 99(h), a Certificate of KeyBank National Association, as Administrator of the Registrant, and the Independent Auditor’s Report of Ernst & Young with respect to the activities of the Administrator during the fiscal year ended December 31, 2004.
See Exhibit 99(e), a Certificate of the Registrant, through JPMorgan Chase Bank, N.A., successor in interest to Bank One, National Association, as Eligible Lender Trustee of the Registrant with respect to the activities of the Registrant during the fiscal year ended December 31, 2004.
Item 3.
Item 3. Legal Proceedings.
The Registrant knows of no material pending legal proceedings involving the Registrant or its property.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to Certificateholders or Noteholders for a vote during the fiscal year covered by this Annual Report.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and related Stockholder Matters.
At December 31, 2004, there were two (2) registered holders of the Registrant’s Floating Rate Asset Backed Certificates (“Certificates”) (i) Key Bank USA, National Association and (ii) CEDE & Co., as nominee of The Depository Trust Company (“DTC”). At December 31, 2004, there were three (3) persons registered on the books of DTC as record owner of Certificates. There is no established public market in which the Certificates are traded.
Item 6.
Item 6. Selected Financial Data.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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Item 9A.
Item 9A. Controls and Procedures.
Item 9B.
Item 9B. Other Information.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Item 11.
Item 11. Executive Compensation.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of December 31, 2004, the Certificates were registered in the name of (i) Key Bank USA, National Association and (ii) CEDE & Co., as nominee of DTC. As of December 31, 2004, the books of DTC indicate that the two (2) DTC participant institutions listed below are record owners of in excess of five percent (5%) of the Certificates issued by the Registrant. Only such participant, however, know the identity of the beneficial owners of interests in such Certificates.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Item 14.
Item 14. Principal Accounting Fees and Services.
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PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) Financial Statements.
Not Applicable.
(a)(2) Financial Statement Schedules required under Item 15(c) below.
Not Applicable.
(a)(3) Exhibits. The following documents are required under Item 601 of Regulation S-K and are filed as part of this Annual Report on Form 10-K. No documents are required as exhibits hereto under Item 15(c) below.
Exhibit Number
Description
Certification of the Registrant
99(a)
Master Servicer’s Compliance Certificate, KeyBank National Association.
99(b)
Subservicer’s Compliance Certificate from Pennsylvania Higher Education Assistance Agency (“PHEAA”).
99(c)
Subservicer’s Compliance Certificate from Great Lakes Educational Loan Services, Inc. (“Great Lakes”).
99(d)
Administrator’s Compliance Certificate, KeyBank National Association.
99(e)
Issuer’s Compliance Certificate.
99(f)
Independent Accountant’s Report of KPMG LLP regarding PHEAA.
99(g)
Independent Accountant’s Report of Ernst & Young regarding Great Lakes.
99(h)
Independent Auditor’s Report of Ernst & Young regarding KeyBank National Association.
(b) Exhibits Required Under Item 601 of Regulation S-K.
Exhibits 31 through 99(h), listed above, are filed herewith.
(c) Financial Statements required by Regulation S-X but excluded from the Annual Report to Shareholders.
Not Applicable.
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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 of the undersigned, thereunto duly authorized.
Date: March 23, 2005
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.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report.
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INDEX OF EXHIBITS