Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
EDUCATIONAL CREDIT MANAGEMENT CORPORATION
Employer identification number
41-1778617
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
0
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
125,751,877
168,227,121
382,905,105
426,103,191
455,327,019
1,558,314,313
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
6
Total. Add lines 1 through 5.
125,751,877
168,227,121
382,905,105
426,103,191
455,327,019
1,558,314,313
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
0
0
0
0
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
47,322
0
0
0
0
47,322
c
Add lines 7a and 7b..
47,322
0
0
0
0
47,322
8
Public support (Subtract line 7c from line 6.)
1,558,266,991
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
125,751,877
168,227,121
382,905,105
426,103,191
455,327,019
1,558,314,313
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
65,874
42,696
235,378
499,222
86,472
929,642
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
65,874
42,696
235,378
499,222
86,472
929,642
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
0
0
0
0
12,978,533
12,978,533
13
Total support. (Add lines 9, 10c, 11, and 12.)..
125,817,751
168,269,817
383,140,483
426,602,413
468,392,024
1,572,222,488
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
99.110 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
99.820 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
0.060 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
0.180 %
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
13000248
Software Version:
2013v3.1
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
EDUCATIONAL CREDIT MANAGEMENT CORPORATION
Employer identification number
41-1778617
Return Reference
Explanation
Form 990, Part III, Line 2, New program services
ECMC SOLUTIONS PROGRAM. ON MARCH 3, 2013, ECMC PURCHASED THE ASSETS OF ECMC SOLUTIONS CORPORATION FROM ECMC HOLDINGS CORPORATION, A RELATED ENTITY. ECMC SOLUTIONS WAS REPOSITIONED TO A SERVICE OF ECMC TO ALIGN WITH ECMC'S MISSION TO HELP STUDENTS REALIZE THEIR POTENTIAL TO ACHIEVE THEIR EDUCATION GOALS AND TO SUPPORT POST-SECONDARY INSTITUTIONS. THE ECMC SOLUTIONS PROGRAM WORKS WITH POST-SECONDARY INSTITUTIONS TO OFFER COST-EFFECTIVE REPAYMENT COUNSELING SERVICES FOR FEDERALLY-INSURED STUDENT LOANS TO STUDENT LOAN BORROWERS WHICH IN TURN HELP POST-SECONDARY INSTITUTIONS MANAGE THEIR COHORT DEFAULT RATE. SERVICES INCLUDE DEFAULT PREVENTION AND FINANCIAL LITERACY.
Form 990, Part III, Line 3, Significant changes in program services
CAL GRANT PROGRAM: IN 2012 ECMC COMMITTED TO FUND $84,657,132 FOR THE STATE OF CALIFORNIA'S 2012-2013 CAL GRANT FINANCIAL AID PROGRAM. DURING 2012, ECMC FOUNDATION ACTED AS AN AGENT TO FACILITATE THE PAYMENT OF THESE FUNDS. IN 2013 ECMC FOUNDATION MADE A GRANT OF $98,100,000 FOR THE STATE OF CALIFORNIA'S 2013-2014 CAL GRANT FINANCIAL AID PROGRAM.
Form 990, Part VI, Sec A, Line 6, Classes of members or stockholders
EDUCATIONAL CREDIT MANAGEMENT CORPORATION (ECMC) HAS ONE MEMBER. THE MEMBER IS THE BOARD OF DIRECTORS OF ECMC GROUP, INC., A DELAWARE NON-STOCK, NON-PROFIT CORPORATION. THERE ARE NO STOCKHOLDERS.
Form 990, Part VI, Sec A, Line 7a, Members or stockholders electing members of governing body
ECMC GROUP, INC. HAS THE RIGHT TO ELECT AND/OR APPROVE ALL THE DIRECTORS OF THE EDUCATIONAL CREDIT MANAGEMENT CORPORATION'S BOARD OF DIRECTORS.
Form 990, Part VI, Sec A, Line 7b, Decisions requiring approval by members or stockholders
ECMC GROUP, INC. RETAINS THE FOLLOWING AUTHORITY OVER EDUCATIONAL CREDIT MANAGEMENT CORPORATION: 1. TO AUTHORIZE AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS. 2. TO APPROVE THE STRATEGIC AND FINANCIAL PLANS. 3. TO ELECT AND/OR APPROVE THE MEMBERS OF THE BOARD OF DIRECTORS. 4. TO OVERSEE COORDINATION OF PROGRAMS AND SERVICES OFFERED. 5. TO AUTHORIZE FORMATION, GOVERNANCE AND DISSOLUTION.
Form 990, Part VI, Sec B, Line 11b, Review of form 990 by governing body
ALL MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT ARE PROVIDED A COPY OF FORM 990 TO REVIEW AND PROVIDE COMMENTS PRIOR TO FILING. ALL MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT ARE PROVIDED WITH A COPY OF THE FINAL VERSION OF FORM 990 BEFORE IT HAS BEEN FILED.
Form 990, Part VI, Sec B, Line 12c, Conflict of interest policy
OFFICERS, DIRECTORS AND ALL EMPLOYEES ARE REQUIRED TO REAFFIRM ON AN ANNUAL BASIS THEIR UNDERSTANDING OF THE COMPANY'S CODE OF ETHICS AND BUSINESS CONDUCT. THE AFFIRMATION SPECIFICALLY REFERENCES THAT THE INDIVIDUAL WILL COMPLY WITH THE DIRECTIVES OF THE CODE OF ETHICS AND BUSINESS CONDUCT. CONFLICTS OF INTEREST AND DISCLOSURE OF POTENTIAL CONFLICTS IS INCLUDED IN THE CODE OF ETHICS AND BUSINESS CONDUCT. MONITORING AND ENFORCEMENT OF THE POLICY IS ACCOMPLISHED THROUGH THE REAFFIRMATION PROCESS. IN CASES WHERE A POTENTIAL CONFLICT EXISTS AT THE OFFICER AND KEY EMPLOYEE LEVELS, THE ISSUE IS DISCLOSED TO THE CEO AND DIRECTOR OF CORPORATE COMPLIANCE. FOR POTENTIAL OR REAL CONFLICTS INVOLVING THE CEO OR A MEMBER OF THE BOARD OF DIRECTORS, THE DISCLOSURE IS MADE TO THE BOARD CHAIRMAN. THE BOARD MEMBER OR CEO WILL BE REQUIRED TO EXCUSE THEMSELVES FROM DELIBERATION AND VOTING ON MATTERS WHERE THEY MAY HAVE A CONFLICT OF INTEREST.
FORM 990, PART VI, LINE 13, WHISTLEBLOWER POLICY
ECMC GROUP, INC. HAS A CODE OF ETHICS AND BUSINESS CONDUCT POLICY THAT IS AFFIRMED ANNUALLY BY ALL ECMC GROUP, INC. AND AFFILIATED COMPANIES' OFFICERS, DIRECTORS, AND EMPLOYEES. WHILE THERE IS NOT A SPECIFIC WHISTLEBLOWER POLICY, THERE IS A PROVISION INCORPORATED INTO THE CODE OF ETHICS AND BUSINESS CONDUCT POLICY THAT BINDS ALL EMPLOYEES. THE PROVISION STATES THAT THERE CAN BE NO REPERCUSSIONS FOR GOOD FAITH REPORTING OF POTENTIAL ILLEGAL PRACTICES OR VIOLATIONS OF CORPORATE POLICIES. ECMC FOUNDATION HAS ESTABLISHED AN ANONYMOUS WHISTLEBLOWER TELEPHONE HOTLINE AND WEBSITE ADMINISTERED BY AN OUTSIDE VENDOR.
Form 990, Part VI, Sec B, Line 15a, Process to establish compensation of top management official
THE FOLLOWING DESCRIBES THE ECMC AND ECMC GROUP, INC. EXECUTIVE COMPENSATION METHODOLOGY. THE GOVERNANCE & COMPENSATION COMMITTEE OF THE ECMC GROUP, INC. BOARD OF DIRECTORS IS WHOLLY COMPRISED OF INDEPENDENT, OUTSIDE DIRECTORS. IN 2013, THE COMMITTEE RETAINED EXECUTIVE COMPENSATION EXPERTS FROM GRANT THORNTON, A GLOBAL COMPENSATION CONSULTING ORGANIZATION, THROUGH ARNOLD & PORTER LLP TO IDENTIFY APPROPRIATE CEO AND SENIOR EXECUTIVE COMPENSATION PACKAGES. ARNOLD & PORTER LLP PROVIDED A WRITTEN OPINION ON THE REASONABLENESS OF THIS COMPENSATION. THE MARKET ANALYSIS PERFORMED BY GRANT THORNTON FOR ARNOLD & PORTER LLP INCLUDES SALARY AND INCENTIVE DATA FROM AN APPROPRIATE PEER GROUP UNDER IRS REGULATIONS AND INCLUDES BOTH NONPROFIT AND FOR PROFIT ENTITIES.
Form 990, Part VI, Sec B, Line 15b, Process to establish compensation of other employees
THE FOLLOWING DESCRIBES THE ECMC AND ECMC GROUP, INC. EXECUTIVE COMPENSATION METHODOLOGY. THE GOVERNANCE & COMPENSATION COMMITTEE OF THE ECMC GROUP, INC. BOARD OF DIRECTORS IS WHOLLY COMPRISED OF INDEPENDENT, OUTSIDE DIRECTORS. IN 2013, THE COMMITTEE RETAINED EXECUTIVE COMPENSATION EXPERTS FROM GRANT THORNTON, A GLOBAL COMPENSATION CONSULTING ORGANIZATION, THROUGH ARNOLD & PORTER LLP TO IDENTIFY APPROPRIATE CEO AND SENIOR EXECUTIVE COMPENSATION PACKAGES. ARNOLD & PORTER LLP PROVIDED A WRITTEN OPINION ON THE REASONABLENESS OF THIS COMPENSATION. THE MARKET ANALYSIS PERFORMED BY GRANT THORNTON FOR ARNOLD & PORTER LLP INCLUDES SALARY AND INCENTIVE DATA FROM AN APPROPRIATE PEER GROUP UNDER IRS REGULATIONS AND INCLUDES BOTH NONPROFIT AND FOR PROFIT ENTITIES.
Form 990, Part VI, Sec C, Line 19, Required documents available to the public
NO DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC.
FORM 990, PART VII, SECTION A, CONSULTING
JAMES MURRAY, A FORMER DIRECTOR, HAD A CONSULTING AGREEMENT IN 2013.
FORM 990, PART XI, LINE 9, OTHER CHANGES IN NET ASSETS
$12,978,533. PRIOR TO 2013, COLLECTABILITY OF THE FULL AMOUNT OF THE NOTES RECEIVABLE FROM AFFILIATE WAS UNCERTAIN. ECMC HAD RECORDED AN ALLOWANCE FOR LOAN LOSS OF $8,200,000 AS A RESULT, AND CEASED ACCRUING INTEREST ON THE NOTES DUE TO THE LIKELIHOOD THAT THE INTEREST WOULD NOT BE COLLECTIBLE. IN AUGUST, 2013, EDUCATION CREDIT SERVICE COMPANY, A SUBSIDIARY OF ECMC HOLDINGS CORPORATION, PAID $12,500,000 ON THE NOTES RECEIVABLE. AS A RESULT, THE UNCERTAINTY NO LONGER EXISTED AND THIS VALUATION ALLOWANCE WAS REMOVED, AND NINE YEARS OF INTEREST INCOME IN THE AMOUNT OF $4,778,533 WAS RECOGNIZED. $3,491,769. ON MARCH 3, 2013, ECMC PURCHASED THE ASSETS OF ECMC SOLUTIONS CORPORATION FROM ECMC HOLDINGS CORPORATION, A RELATED ENTITY. THE PURCHASE IS CONSIDERED A COMMON CONTROL TRANSACTION. ACCOUNTING GUIDANCE REQUIRED THE TRANSFER OF ASSETS BE RECORDED ON ECMC'S BOOKS AT THE CARRYING VALUE OF ASSETS ON THE RELATED ENTITY'S BOOKS (I.E. DEPRECIATED VALUE). ANY DIFFERENCES BETWEEN THE PROCEEDS TRANSFERRED AND THE CARRYING AMOUNTS OF THE NET ASSETS ARE CONSIDERED EQUITY TRANSACTIONS THAT WOULD BE ELIMINATED IN CONSOLIDATION, AND NO GAIN OR LOSS IS RECOGNIZED.
Form 990 , Part XI, Line 9, Other changes in net assets or fund balances
OTHER CHANGES IN NET ASSETS - 12978533; TRANSFER OF NET ASSETS - -3491769;
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.