ML16005A048

Pennsylvania State Univ. - Audited Financial Statements - Fiscal Year Ending June 30, 2015 and Self-Guarantee Agreement

ML16005A048
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Site:	07000113, Pennsylvania State University
Issue date:	12/22/2015
From:	Doncsecz J Pennsylvania State Univ
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.. 'ii PennState Joseph J. Doncsecz Associate Vice President and Corporate Controller The Pennsylvania State University 40801dMain University Park, PA 16802-1503 (814) 865-1355 FAX: (814) 863-0701 December 22, 2015 Director, Office of Nuclear Material Safety and Safeguards U.S. Nuclear Regulatory Commission Document Control Desk 11555 Rockville Pike Rockville, Maryland 20852 - 2738 Subj: Audited Financial Statements -Fiscal Year Ending June 30, 2015 and Self-Guarantee Agreement License numbers:

Dear Sir or Madam,

R-2 SNM-95 Breazeale Nuclear Reactor Docket 050-00005 Penn State University Docket 070-00113 As required in 10 CFR 30.35.(f).(2), the financial test and self-guarantee method of 10 CFR 30 Appendix E will be used. The Pennsylvania State University (the "University") certifies the following:

Attachment A contains University's Audited Financial Statements for the last fiscal year (July 1, 2014 through June 30, 2015). In addition to the enclosed report, an electronic version may also be found at http://www.controller.psu.edu/Divisions/ControllersOffice/reports.html.

(i) 10 CFR 30 Appendix E Paragraph 11.A.(1)-The University currently holds a rating for its most recent bond issuance of AA as issued by Standard and Poor's, and a bond

. rating of Aa2 as issued by Moody's, and (ii)

The University is currently a going concern, and it possessed positive net assets in the amount of $7,973,498 at June 30, 2015. The calculation of the University's net assets at June 30, 2015 was derived from the University's independently audited, year-end financial statements and footnotes for the fiscal year ended June 30, 2015.

The University is not required to file a Form 10-K with the Securities and Exchange Commission for the latest fiscal year.

(iii) 10 CFR 30 Appendix E Paragraph Il.C.(1)-Audited financial statements are attached as Attachment A. In addition to the enclosed report, an electronic version may also be found at http://www.controller.psu.edu/Divisions/ControllersOffice/reports.html.

Document transmitted contains confidential financial information - withhold under 10 CFR 2.390 -

When separated from enclosures this document is uncontrolled.

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Attachment B contains Penn State University's Self-Guarantee Agreement for Financial Assurance for Cost of Decommissioning Activities. In addition, Attachment C contains the Independent Accountant's Report on Applying Agreed-Upon Procedures for the year ended June 30, 2015.

Please contact Jeffrey Leavey at 814-865-3939 or JAL62@psu.edu if you have any questions.

Sincerely, Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller Attachment A-University's Audited Financial Statements Attachment B-University's Self-Guarantee Agreement Attachment C-lndependent Accountant's Report on Applying Agreed-Upon Procedures cc: Jeffrey Leavey, Radiation Safety Officer Mark Trump, Associate Director, Radiation Science and Engineering Center Jody Murawski, Controllers Office, University Park

ATTACHMENT A-Penn State University Audited Financial Statements

PENN STATE la\\ti.,

Audited Financial Statements The Pennsylvania State University Fiscal Year Ended June 30, 2015

THE PENNSYLVANIA STATE UNIVERSITY UNIVERSITY OFFICERS as of October 30, 2015 ERIC J. BARRON President STEPHEN S. DUNHAM Vice President and General Counsel DAVID J. GRAY Senior Vice President for Finance and Business/Treasurer A. CRAIG HILLEMEIER Chief Executive Officer, Penn State Milton S.

Hershey Medical Center; Senior Vice President for Health Affairs, Penn State University; and Dean, Penn State College of Medicine NICHOLAS P. JONES Executive Vice President and Provost RODNEY P. KIRSCH Senior Vice President for Development and Alumni Relations

This Page is Intentionally Blank

CONTENTS Operating Revenues by Source 2

Operating Expenses by Function 3

Letter of Transmittal 5

Independent Auditors' Report 6

Consolidated Financial Statements:

Statements of Financial Position 8

Statements of Activities 10 Statements of Cash Flows 12 Notes to Consolidated Financial Statements 13

OPERA TING REVENUES BY SOURCE ($5.3 billion)

For the Year Ended June 30, 2015

($ in millions)

Medical Center

$1,596.2 (30.2%)

Government grants and contracts

$584.0 (11.0%)

Tuition and fees, net of discount

$1,696.7 (32.1 %)

2 Auxiliary enterprises

$427.8 (8.1 %)

Commonwealth of Pennsylvania appropriation

$277.9 (5.2%)

Private gifts, grants and contrncts

$264.4 (5.0%)

Endowment spending and other investment income

$200.1 (3.8%)

Recovery of indirect costs

$149.4 (2.8%)

sources

$96.9 (1.8%)

OPERATING EXPENSES BY FUNCTION ($4.9 billion)

Medical Center

$1,494.3 (30.5%)

For the Year Ended June 30, 2015

($in millions)

Research

$765.9 (15.6%)

J nstrnction

$1,272.8 (26.0%)

3 Auxiliary enterprises

$380.7 Institutional support

$370.0 (7.5%)

Academic support

$357.9 (7.3%)

Student services

$182.9 (3.7%)

Public service

$77.8 (1.6%)

This Page is Intentionally Blank

PENN STATE lkCSi

• Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller October 30, 2015 Dr. Eric J. Barron, President The Pennsylvania State University

Dear Dr. Barron:

(814) 865-1355 (814) 863-0701 The Pennsylvania State University 408 Old Main University Park, PA 16802-1505 The audited consolidated financial statements of The Pennsylvania State University and subsidiaries (the "University") for the fiscal years ended June 30, 2015 and 2014 are presented on the accompanying pages. These financial statements represent a complete and permanent record of the finances of the University as of and for the years then ended.

These financial statements have been audited by Detoitte & Touche LLP, independent auditors, and their report has been made a part of this record.

Respectfully submitted, Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller

~Jtl~

David J. Gray~

Senior Vice President for Finance and Business, and Treasurer 5

Deloitteo INDEPENDENT AUDITORS' REPORT To the Board of Trustees of The Pennsylvania State University University Park, Pennsylvania Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103-3984 USA Tel: 215 246 2300 Fax: 215 569 2441 www.deloitte.com We have audited the accompanying consolidated financial statements of The Pennsylvania State University and its subsidiaries (the "University"), which comprise the consolidated statements of financial position as of June 30, 2015 and 2014, and the related consolidated statements of activities and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the University's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the University's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Member of Deloitte Touche Tohmatsu 6

Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the University as of June 30, 2015 and 2014, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

October 30, 2015 7

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ASSETS JUNE 30, 2015 AND 2014 (in thousands)

June 30, 2015 June 30, 2014 Current assets:

Cash and cash equivalents Short-term investments Deposits held by bond trustees Deposits held for others Accounts receivable, net of allowances of $72, 190 and $72,957 Contributions receivable, net Loans to students, net of allowances of $481 and $384 Inventories Prepaid expenses and other assets Total current assets Noncurrent assets:

Deposits held by bond trustees Contributions receivable, net Loans to students, net of allowances of $2,675 and $2,319 Deferred bond costs, net Total investment in plant, net Beneficial interest in perpetual trusts Investments Other assets Total noncurrent assets Total assets See notes to consolidated financial statements.

8 859,009

$ 1,028,529 383,756 365,851 61,262 9,622 57,014 554,309 527,213 56,058 63,573 6,105 8,163 36,745 35,484 194,854 114,963 2,161,720 2,200,790 448 2,551 134,924 150,891 55,038 52,654 5,068 5,095 4,188,312 3,944,252 15,471 15,498 5,684,125 5,319,035 74,807 19,841 10, 158, 193 9,509,817

$ 12.319.913

$ 11.710.607

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LIABILITIES AND NET ASSETS JUNE 30, 2015 AND 2014 (in thousands)

June 30. 2015 June 30. 2014 Current liabilities:

Accounts payable and other accrued expenses Deferred revenue Long-term debt Present value of annuities payable Accrued postretirement benefits Total current liabilities Noncurrent liabilities:

Deposits held in custody for others Deferred revenue Long-term debt Present value of annuities payable Accrued postretirement benefits Refundable United States Government student loans Other liabilities Total noncurrent liabilities Total liabilities Net assets:

Unrestricted -

Undesignated Designated for specific purposes Net investment in plant Total unrestricted - The Pennsylvania State University Noncontrolling interest Total unrestricted Temporarily restricted Permanently restricted Total net assets Total liabilities and net assets See notes to consolidated financial statements.

9 619,502 526,815 285,880 271,684 37,530 47,177 5,594 5,597 53,857 53,350 1,002,363 904,623 32.422 40,619 1,939 1,952 984,039 934,311 43,127 45,554 2,037,229 1,847,056 47,105 46,318 198, 191 206,649 3,344,052 3,122.459 4,346,415 4,027,082 1,605 1,637 3,142.477 3,182,328 2.733, 135 2,473,238 5,877,217 5,657,203 1,560 961 5,878,777 5,658,164 660,614 694,240 1.434,107 1,331, 121 7,973,498 7,683,525

$ ] 2.3J9.9J3

$ 11,7]Q.607

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENT OF ACTIVITIES FOR THE VEAR ENDED JUNE 30, 2015 (in thousands)

Temporarily Permanently Unrestricted Restricted Restricted Total Operating revenues and other support:

Tuition and fees, net of discounts of $168.455 1,696,729 1,696,729 Commonwealth of Pennsylvania -

Appropriations 277.931 277,931 Special contracts 64,221 64,221 Department of General Services projects 57,631 57,631 United States Government grants and contracts 462,089 462,089 Private grants and contracts 178,258 178,258 Gifts and pledges 86,017 158 86,175 Endowment spending 83,958 83,958 Other investment income 114,259 1,869 116,128 Sales and services of educational activities 70,970 70,970 Recovery of indirect costs 149,338 149,338 Auxiliary enterprises 427,782 427.782 Medical Center revenue 1,596,230 1,596,230 Other sources 25,960 25,960 Net assets released from restrictions 4,355 (4,355)

Total operating revenues and other support 5,295,728 (2,328) 5,293.400 Operating expenses:

Educational and general -

Instruction 1,272,778 1,272,778 Research 765,864 765,864 Public service 77,806 77,806 Academic support 357,962 357,962 Student services 182,957 182,957 Institutional support 369,967 369,967 Total educational and general 3,027,334 3,027,334 Auxiliary enterprises 380,711 380.711 Medical Center expense 1.494,296 1.494,296 Total operating expenses 4,902,341 4,902,341 Increase (decrease) in net assets from operating activities 393,387 (2,328) 391,059 Nonoperating activities:

Gifts and pledges 92,396 92,396 Current year investment returns (8,892)

(29,299) 11,680 (26,511)

Endowment appreciation utilized (57,445)

(57,445)

Changes in funds held by others in perpetuity 207 (107) 100 Write-offs and disposals of assets (5,645)

(5,645)

Nonperiodic change in postretirement benefit plan (101,391)

(101,391)

Actuarial adjustment on annuities payable (2,206)

(983)

(3,189)

Increase (decrease) in net assets from nonoperating activities (173,373)

(31,298) 102,986 (101,685) r" Increase (decrease) in net assets - The Pennsylvania State University 220,014 (33,626) 102,986 289,374 Noncontrolling interest:

Excess of revenues over expenses 599 599 Increase in net assets noncontrolling interest 599 599 Increase (decrease) in total net assets 220,613 (33,626) 102,986 289,973 Net assets at the beginning of the year 5,658,164 694,240 1.331,121 7,683,525 Net assets at the end of the year 5,878,777 660,614 1.434,107 7,973,498 See notes to consolidated financial statements.

10

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENT OF ACTIVITIES FOR THE VEAR ENDED JUNE 30, 2014 (in thousands)

Temporarily Permanently Unrestricted Restricted Restricted Total Operating revenues and other support:

Tuition and fees, net of discounts of $153,724 1,606,079

$ 1,606,079 Commonwealth of Pennsylvania -

Appropriations 275,931 275,931 Special contracts 71,750 71,750 Department of General Services projects 82,337 82,337 United States Government grants and contracts 478,699 478,699 Private grants and contracts 184,722 184,722 Gifts and pledges 104,947 42,672 147,619 Endowment spending 75,383 75,383 Other investment income 113,349 674 114,023 Sales and services of educational activities 66,758 66,758 Recovery of indirect costs 148,988 148,988 Auxiliary enterprises 406,685 406,685 Medical Center revenue 1,470,925 1,470,925 Other sources 18,925 18,925 Net assets released from restrictions 25,649 (25,649)

Total operating revenues and other support 5,131,127 17,697 5,148,824 Operating expenses:

Educational and general -

Instruction 1,186,941 1,186,941 Research 775,321 775,321 Public service 78,960 78,960 Academic support 342,876 342,876 Student services 171,484 171,484 Institutional support 306,833 306,833 Total educational and general 2,862,415 2,862,415 Auxiliary enterprises 366,101 366,101 Medical Center expense 1.351,131 1,351.131 Total operating expenses 4,579,647 4,579,647 Increase in net assets from operating activities 551,480 17,697 569,177 Nonoperating activities:

Gifts and pledges 114,659 114,659 Current year investment returns 279,217 193,815 9,087 482,119 Endowment appreciation utilized (47,077}

(47,077)

Changes in funds held by others in perpetuity 363 1.702 2,065 Write-offs and disposals of assets (5,141)

(5,141}

Nonperiodic change in postretirement benefit plan (126,985}

(126,985}

Actuarial adjustment on annuities payable (2,010)

(12,509)

(14,519)

Increase in net assets from nonoperating activities 100,014 192,168 112,939 405,121 Increase in net assets

• The Pennsylvania State University 651,494 209,865 112,939 974,298 Noncontrolling interest:

Excess of revenues over expenses 130 130 Increase in net assets noncontrolling interest 130 130 Increase in total net assets 651,624 209,865 112,939 974,428 Net assets at the beginning of the year 5,006,540 484,375 1,218,182 6,709,097 Net assets at the end of the year 5,658,164 694,240 1,331,121

$ 7,683,525 See notes to consolidated financial statements.

11

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2015 AND 2014 (in thousands)

June 30, 2015 June 30, 2014 Cash flows from operating activities:

Increase in net assets 289,973 974.428 Adjustments to reconcile change in net assets to net cash provided by operating activities:

Actuarial adjustment on annuities payable 3,282 14,519 Contributions restricted for long-term investment (117,825)

(115,854)

Interest and dividends restricted for long-term investment (25,819)

(60,684)

Net realized and unrealized gains on long-term investments (22,856)

(512,770)

Depreciation expense 295.734 275,369 Amortization expense (119) 536 (Gain)/loss on early extinguishment of debt (1.722) 25 Write-offs and disposals of assets 5,203 4,693 Contributions of land, buildings and equipment (2,528)

(27,089)

Buildings and equipment provided by Pennsylvania Department of General Services (222)

Contribution to government student loan funds 154 431 Provision for bad debts 53,341 54, 115 Decrease/(increase) in deposits held for others 47,392 (12,848)

Increase in receivables (32,552)

(132,791)

Increase in inventories (1.412)

(4,013)

Increase in prepaid expenses and other assets (143,214)

(5,725)

Decrease in accounts payable and other accrued expenses (10,894)

(68,638)

Increase in deferred revenue 15,511 1,184 Increase in accrued postretirement benefits 190,680 205,365 Net cash provided by operating activities 542,329 590,031 Cash flows from investing activities:

Purchase of land, buildings and equipment (520,425)

(450,139)

Increase in deposits held by bond trustees (59,159)

Advances on student loans (10,723)

(11,013)

Collections on student loans 9,562 8,983 Proceeds from sale of donated financial assets 504 159 Purchase of investments (11,679,21 O)

(39, 148,432)

Proceeds from sale of investments 11,373,167 38,919,400 Net cash used in investing activities (886,284)

(681,042)

Cash flows from financing activities:

Contributions restricted for long-term investment 117,825 115,854 Interest and dividends restricted for long-term investment 25,819 60,684 Payments of annuity obligations (5.711)

(5,620)

Proceeds from long-term debt 230,883 10,000 Bond issuance costs (201)

Principal payments on long-term debt (194,617)

(45,322)

Proceeds related to government student loan funds, net of collection costs 437 688 Net cash provided by financing activities 174,435 136,284 Net (decrease)/increase in cash and cash equivalents (169,520) 45,273 Cash and cash equivalents at the beginning of the year 1,028,529 983,256 Cash and cash equivalents at the end of the year 859,009 1,028,529 Supplemental disclosures of cash flow information (Note 2)

See notes to consolidated financial statements.

12

THE PENNSYLVANIA STATE UNIVERSITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2015 AND 2014

1. THE UNIVERSITY AND RELATED ENTITIES The Pennsylvania State University ("the University), which was created as an instrumentality of the Commonwealth of Pennsylvania ("the Commonwealth" or "Pennsylvania"), is organized as a non-profit corporation under the laws of the Commonwealth. As Pennsylvania's land grant university, the University is committed to improving the lives of the people of Pennsylvania, the nation and the world through its integrated, tri-part mission of high-quality teaching, research and outreach.

Basis of Presentation I

The financial statements of the University include, on a consolidated basis, the combined financial statements of The Milton S. Hershey Medical Center ("TMSHMC" or "Medical Center"), a not-for-profit corporation, and Penn State Hershey Health System, Inc. ("Health System"), The Corporation for Penn State and its subsidiaries ("the Corporation") and Penn State Health, a Pennsylvania non-profit corporation. See Note 11 for additional information about TMSHMC, Health System and Penn State Health. The Corporation is a non-profit member corporation organized in 1985 for the exclusive purpose of benefiting and promoting the interests of the University, the Corporation's sole member. The Corporation's financial statements consist primarily of the assets and revenues of The Pennsylvania College of Technology ("Penn College"), a wholly-owned subsidiary of the Corporation. All significant transactions between the University, TMSHMC, Penn State Health and the Corporation have been eliminated.

2.

SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The University's consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP).

The Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) is the source of authoritative GAAP.

The University's consolidated financial statements include statements of financial position, activities and cash flows. In accordance with FASB ASC requirements, net assets and the changes in net assets are classified as permanently restricted, temporarily restricted or unrestricted.

Permanently restricted net assets consist primarily of the historical amounts of endowed gifts. Additionally, contributions receivable and remainder interests, which are required by donors to be permanently retained, are included at their estimated net present values.

Temporarily restricted net assets consist of contributions receivable and remainder interests whose ultimate use is not permanently restricted. In addition, the excess of current market value over the historical cost of permanently restricted endowments is classified as temporarily restricted net assets.

Unrestricted net assets are all the remaining net assets of the University.

Net unrealized losses on permanently restricted endowment funds for which historical cost exceeds market value are recorded as a reduction to unrestricted net assets.

Revenue from temporarily restricted sources is reclassified as unrestricted revenue when the circumstances of the restriction have been fulfilled. Donor-restricted revenues whose restrictions are met within the same fiscal year are reported as unrestricted income.

13

Notes to Consolidated Financial Statements Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts on the financial statements and the disclosure of contingencies and commitments. Actual results could differ from those estimates.

Revenue Recognition

• Tuition revenue is recognized in the fiscal year in which the substantial. portion of the educational term occurs.

Institutional financial aid provided by the University for tuition and fees is reflected as a reduction of tuition and fee revenue.

Revenues for auxiliary enterprises are recognized as the related goods and services are delivered and rendered.

Grant revenues are recognized as the eligible grant activities are conducted.

Payments received in advance for tuition, goods and services are deferred.

Unconditional promises to give are recognized as revenues and receivables in the year made and consist of written or oral promises to contribute to the University in the future. Contributions receivable are recorded with the revenue assigned to the appropriate category of restriction. The amounts are present valued based on timing of expected collections.

TMSHMC and Health System have agreements with third-party payors that provide for payments to TMSHMC and Health System at amounts different from their established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges and per diem payments. Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including estimated retroactive adjustments under reimbursement agreements with third-party payors.

In addition, net patient service revenue is net of provision for bad debts of $46.6 million and $50.1 million for the years ended June 30, 2015 and 2014, respectively. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined or such estimates change.

TMSHMC provides care to patients who meet certain criteria under its charity care policy without charge or at amounts less than established rates. The Medical Center does not pursue collection of amounts determined to qualify as charity care; they are not reported as net patient service revenue. The amounts of direct and indirect costs for services and supplies furnished under the Medical Center's charity care policy totaled approximately $20.8 million and $20.2 million for the years ended June 30, 2015 and 2014, respectively, and is based on a ratio of the Medical Center's operational costs to its gross charges. The amount of charges foregone for services and supplies furnished under the Medical Center's charity policy during 2015 and 2014 totaled approximately $61.1 million and $56.3 million, respectively.

Fair Value of Financial Instruments The University has provided fair value estimates for certain financial instruments in the notes to the financial statements. Fair value information presented in the financial statements is based on information available at June 30, 2015 and 2014.

The carrying amounts of cash and cash equivalents, accounts receivable and

• accounts payable and other accrued expenses approximate fair value because of the terms and relatively short maturity of these financial instruments. The carrying values of the University's loans to students are also reasonable estimates of their fair. value, as the total outstanding loans to students as of June 30, 2015 and 2014 have been made at the rates available to students for similar loans at such times. Investments are reported at fair value as disclosed in Note 3. The fair value of the University's bonds payable is disclosed in Note 7. See Note 5 for further discussion of fair value measurements.

Cash Flows The following items are included as supplemental disclosure to the statements of cash flows for the years ended June 30:

(in thousands of dollars)

Interest paid Non-cash acquisitions of land, buildings and equipment 14 2015 46,208 7,437 2014 44,673 38,470

Notes to Consolidated Financial Statements Capitalized costs accrued related to construction are $60.2 million and $46.2 million as of June 30, 2015 and 2014, respectively. TID<es paid for 2015 and 2014 are considered immaterial. Cash and cash equivalents include certain investments in highly liquid instruments with initial maturities of 90 days or less, except for such assets,held by the University's investment managers as part of their long-term investment strategies. Short-term investments include other current investments held for general operating purposes with maturities greater than 3 months but less than 12 months.

Accounts Receivable Accounts receivable, net at June 30 consists of the following:

(in thousands of dollars)

Grants and contracts, net of allowance of $1,211 and $1,211 Patient accounts receivable, net of allowance of $58,212 and $60, 108 Student receivables, net of allowance of $7,287 and $6,689 Investment and interest receivable Other, net of allowance of $5,480 and $4,949 Total accounts receivable, net 167,170 222,476 33,694 81,814 49155 554.309 222,981 172,104 30,946 58,765 42417 527.213 The University maintains allowances for doubtful accounts to reflect management's best estimate of probable losses inherent in receivable balances. Management determines the allowances for doubtful accounts based on known factors, historical experience, and other currently available evidence. Receivables are written off when management determines they will not be collected.

Related to patient accounts receivable associated with services provided to patients who have third-party coverage, management analyzes contractually due amounts and provides an allowance for doubtful accounts (for example, for expected uncollectible deductibles and copayments or for payors who are known to be having financial difficulties that make the realization of amounts due unlikely). For receivables from self-pay patients the Medical Center and Health System records a provision for bad debts in the period of service on the basis of its past experience, which indicates that many patients are unable or unwilling to pay the portion of their bill for which they are financially responsible.

In estimating the allowance for doubtful accounts, account age is taken into consideration. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted is charged off against the allowance for doubtful accounts.

Loans to Students Loans to students are disbursed to qualified students based on need and include loans granted by the University from institutional resources and under federal government loan programs.

Students have a grace period until repayment is required based upon the earlier of graduation or no longer achieving at least half-time enrollment status. The grace period varies depending on the type of loan. Loans accrue interest after the grace period and are repaid directly to the University. Loans to students are uncollateralized and carry default risk. At June 30, 2015 and 2014, student loans represent 0.5% of total assets.

The availability of funds for loans under federal government revolving loan programs is dependent on reimbursements to the pool from repayments of outstanding loans.

Funds advanced by the federal government of $47.1 million and $46.3 million at June 30, 2015 and 2014, respectively, are ultimately refundable to the government and are classified as liabilities in the consolidated statements of financial position. Outstanding loans cancelled under the program result in a reduction of the funds available to loan and a decrease in the liability to the federal government.

15

Notes to Consolidated Financial Statements At June 30, 2015 and 2014, loans to students consisted of the following:

(in thousands of dollars) 2015 2014 Loans to students:

Federal government loan programs:

Perkins loan program 44,541 44,337 Health Professions Student Loans and Loans for Disadvantaged Students 91 117 Federal government loan programs 44,632 44,454 Institutional loan programs 19 667 19,066 64,299 63,520 Less allowance for doubtful accounts:

Balance, beginning of year (2,703)

(3,081)

Provision for doubtful accounts (453}

378 Balance, end of year (3,156}

(2,703}

Loans to students, net 61,143 60,817 Allowances for doubtful accounts are established based on prior collection experience and current economic factors which, in management's judgment, could influence the ability of loan recipients to repay the amounts according to the terms of the loan. Further, the University does not evaluate credit quality of student loans receivable after the initial approval of the loan. Loans to students are considered past due when payment is not received by the due date, and interest continues to accrue until the loan is paid in full or written off. When loans to students are deemed uncollectible, an allowance for doubtful accounts is established. Further, the University does not evaluate the credit quality of the student loans receivable after the initial approval and calculation of the loans.

The University considers the age of the amounts outstanding in determining the collectability of loans to students. The aging of the loans to students based on days delinquent and the related allowance for doubtful accounts at June 30, 2015 and 2014 are as follows:

2015 Loans to students:

Federal government loan programs Institutional loan programs Total loans to students Allowance for doubtful accounts:

Federal government loan programs Institutional loan programs Total allowance for doubtful accounts Total loans to students, net 45 days or less 38,588 17,435 56,023 (in thousands of dollars)76-105 46-75 days days 16 34 13 47 28 12 40 Over 105 days 5,982 2,207 8,189 44,632 19,667 64,299 (872)

(2,284}

{3, 156}

61,143

Notes to Consolidated Financial Statements 2014 Loans to students:

Federal government loan programs Institutional loan programs Total loans to students Allowance for doubtful accounts:

Federal government loan programs Institutional loan programs Total allowance for doubtful accounts Total loans to students, net 45 days or less 38,336 16,598 54,934 (in thousands of dollars)76-105 46-75 days days 34 13 47 19 8

27 Over 105 days 6,065 2447 8,512 44,454 19,066 63,520 (1,297)

(1.406)

(2,703) 60.817 Certain prior year amounts reported above have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported total loans to students for the year ended June 30, 2014. The increase in the over 105 day categories is to conform to the current presentation which is based on aging of the most delinquent loans with the entire balances of such loans reflected as past due.

Inventories Inventories are stated at the lower of cost or market, generally on the first-in, first-out basis.

Investments The University's noncurrent investments represent the University's endowment and other investments held for general operating purposes. The University's investments are reported at fair value in the accompanying financial statements. Investments in equity securities with readily determinable fair values and all investments in debt securities are reported at fair values with gains and losses included in the consolidated statements of activities.

In the management of investments, the University authorizes certain investment managers to purchase derivative securities to attain a desired market position; and the University may directly invest in derivative securities to attain a desired market position. The University does not trade or issue derivative financial instruments other than through the investment management practices noted above. The University records derivative securities at fair value with gains and losses reflected in the consolidated statements of activities.

The estimated fair value amounts for marketable debt, equity and fixed income securities held by the University have been reviewed by the University and determined using available market information as supplied by the various financial institutions that act as trustees or custodians for the University. For non-liquid holdings, generally limited partnership investments in private real estate, venture capital, private equity, natural resources, and private debt, estimated fair value is determined based upon financial information provided by the general partner. This financial information includes assumptions and methods that were reviewed by University management. The University believes that the estimated fair value is a reasonable estimate of market value as of June 30, 2015 and 2014. Because the limited partnerships are not readily marketable, the estimated value is subject to uncertainty and, therefore, may differ from the value that would have been used had a ready market existed, and such differences could be material.

Income on operating investments and income used for the annual distribution under the annual spending policy for endowments are reported in operating revenues within the consolidated statement of activities.

17

Notes to Consolidated Financial Statements Beneficial Interest in Perpetual Trusts The University is the beneficiary of certain perpetual trusts held and administered by outside trustees. The fair value of these trust assets has been recorded as permanently restricted net assets and related beneficial interest in perpetual trusts in the consolidated financial statements.

Investment in Plant Total investment in plant as of June 30 is comprised of the following:

(in thousands of dollars)

Land Buildings Improvements other than buildings Equipment Total plant Less accumulated depreciation Total investment in plant, net 126,790 5,731,089 632,938 1,261,088 7,751,905 (3,563,593)

• 4.188.312 123,532 5,354,902 587,492 1.186,744 7,252,670 (3.308.418) 3,944.252 The value of land, buildings, and equipment is recorded at cost or, if received as gifts, at fair value at date of gift. The University does not capitalize the cost of library books. Depreciation is computed over the estimated useful lives of the assets using the straight-line method. Useful lives range from 4 to 50 years for buildings, 1 O to 20 years for improvements other than buildings, and 1 to 20 years for equipment. Depreciation expense was $295.7 million and $275.4 million for the fiscal years ended June 30, 2015 and 2014, respectively. The University has certain building and equipment lease agreements in effect which are considered capital leases that are included as long-term debt in the statements of financial position. These leases have been capitalized at the lower of fair market value or net present value of the minimum lease payments. Buildings and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease terms or the estimated useful lives of the assets. The capitalized cost and accumulated depreciation of the leases at June 30, 2015 and 2014 was $137.5 million and $57.7 million, and $127.9 million and $42.5 million, respectively.

Accounts Payable and Other Accrued Expenses Accounts payable and other accrued expenses at June 30 consist of the following:

(in thousands of dollars)

. 2015 2014 Accounts payable (non-Medical Center) 301,075 195,910 Medical Center accounts payable and other accrued expenses 230,422 186,570 Accrued payroll and other related liabilities 60,505 89,851 Accrued payment under the Endowment Act (NCAA fine) 12,000 36,000 Accrued bond interest 10,736 13,093 Student deposits 4 764 5 391 Total accounts payable and other accrued expenses

. 6:19.502 m

526,8:15 Certain prior year amounts reported above have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported total accounts payable and other accrued expenses for the year ended June 30, 2014.

In January 2015, the University entered into a Settlement Agreement (the "Agreement") in a lawsuit filed by certain current and former Commonwealth officials against the National Collegiate Athletic Association (NCAA), to which the University had been added as a party. Under the Agreement, the Consent Decree dated July 23, 2012 was repealed. The University simultaneously entered into Superseding Agreement with 18

I i

I f i I

~

Notes to Consolidated Financial Statements the NCAA which stated that the Consent Decree was dissolved. The two Agreements removed the original

$60 million fine and replaced it with University's commitment of $60 million for activities and programs related to child abuse. Under the Agreements, the University will pay to the Commonwealth $48 million, with $36 million paid in 2015 and another $12 million included in accounts payable and other accrued expenses at June 30, 2015. Under the Superseding Agreement, the University will create a $12 million endowment for activities and programs related to child sexual abuse. This amount is included as a permanently restricted net asset at June 30, 2015 and a permanently restricted gift in the consolidated statement of activities.

Impairment of Long-Lived Assets Long-lived assets, which include investment in plant and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. An impairment loss is recognized in change in net assets in the period that the impairment occurs.

Asset Retirement Obligations The University has recognized liabilities for asset retirement obligations. The University has identified asbestos abatement and the decommissioning of the Breazeale Nuclear Reactor as conditional asset retirement obligations.

These obligations are reported as part of other noncurrent liabilities within the consolidated statement of financial position. The following table details the change in liabilities for the years ended June 30:

Annuities Payable Balance as of June 30, 2013 Accretion expense Liabilities settled Balance as of June 30, 2014 Accretion expense Liabilities settled Balance as of June 30, 2015 (in thousands of dollars) 65,292 5,229 (4, 188) 66,333 7,242 (1,990) 71,585 Annuities payable consist of annuity payments currently due and the actuarial. amount of,annuities payable.

The actuarial amount of annuities payable is the present value of the aggregate liability for annuity payments over the expected lives of the beneficiaries.

19

Notes to Consolidated Financial Statements Net Assets At June 30, 2015 and 2014, net assets consist of the following:

(in thousands of dollars) 2015 2014 Unrestricted net assets 5,878,777 $

5.658.164 Temporarily restricted net assets Future contributions 121,654 $

132,411 Annuity and life income funds 26,240 32,286 Contributions for property, plant and equipment 12,187 7,863 Term endowments and accumulated endowment gains 500,533 521,680 Si 660,614 31 694,240 Permanently restricted net assets Future contributions 119,822 $

120,832 Annuity and life income funds 25,513 24,829 Student loan funds 16,037 16,165 Perpetual trusts and other funds 22,897 22,340 Endowment funds 1,249,838 1,146,955 1.434,107 $

1,331, 121 Total net assets 7,973,498 $

7,683,525 Income Taxes The University files U.S. federal and state tax returns. The statute of limitations on the University's federal returns generally remains open for three years following the year they are filed. In accordance with ASC 740 Income Taxes Topic, the University continues to evaluate tax positions and has determined there is no material impact on the University financial statements.

Recent Accounting Pronouncements In February 2013, the FASB issued ASU 2013-04, "Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date." This guidance requires entities to measure obligations resulting from the joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This guidance is effective for the University beginning July 1, 2014. The adoption of this guidance did not have a material impact on its consolidated financial statements.

In April 2013, the FASB issued ASU. 2013-06, "Services Received from Personnel of an Affiliate." This update specifies guidance for not-for-profit entities to apply in recognizing and measuring services received from personnel of an affiliate. This guidance is effective for the University beginning July 1, 2014. The adoption of this guidance did not have a material impact on its consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis." This update provides enhanced guidance for entities to apply in performing consolidation analyses.

This guidance is effective for the University beginning July 1, 2016 with early adoption permitted. The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This guidance requires entities to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.

This guidance is effective for the University beginning *July 1, 2016 with early adoption permitted. The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." This guidance removes the requirement to 20

Notes to Consolidated Financial Statements categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. In addition, this guidance removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This guidance is effective for the University beginning July 1, 2016 with early adoption permitted. The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory." This guidance requires entities to measure inventory within the scope of the update at the lower of cost and net realizable Value. This guidance is effective for the University beginning July 1, 2017 with early adoption permitted.

The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

3. INVESTMENTS Investments by major category as of June 30 are summarized as follows:

(in thousands of dollars) 2015 2014 Money markets 361,971 213,878 Fixed income:

U.S. government/agency 1,217,340 1,190,248 U.S. corporate 915,709 803,990 Foreign 250,122 408,364 Other 278,163 169,962 Equities 1,769,561 1,742,632 Private capital 1,275,015 1,155,812 Total 6,067,881 s

5,684,886 Other fixed income investments consist of collateralized mortgage obligations, mortgage-backed securities and asset-backed securities.

Equity investments are comprised of domestic and foreign common stocks. Private capital consists primarily of interests in private real estate, venture capital, private equity, natural resources, private debt, commodities and hedge fund limited partnerships.

Futures contracts, which are fully cash collateralized, comprise the University's directly held derivative instruments at June 30, 2015 and 2014, respectively, are marked to market daily and are included in the fair value of the University's investments. The fair value of derivative instruments is included in the fair value of the University's investments within the money market category. Futures contracts have minimal credit risk because the counterparties are the exchanges themselves. Fully cash collateralized derivative securities comprised $159.9 million, 2.6% of total investments, and $172.8 million, 3.0% of total investments at June 30, 2015 and 2014, respectively. The University's derivatives consist of S&P 500 futures at June 30, 2015 and S&P 500 and Treasury futures at June 30, 2014 and are employed as a low cost, passive investment vehicle with daily liquidity which allows the University to maintain desired market exposure in light of irregular cash flows.

The following schedules summarize the investment return and its classification in the consolidated statement of activities for the years ended June 30:

(in thousands of dollars)

Temporarily Permanently 2015 Unrestricted Restricted Restricted Total Dividends and interest 140,772 1,869 11,680 154,321 Net realized gains 69,673 31,399 101,072 Net unrealized losses (78,565}

(60,698}

(139,263}

Total returns 131,88Q (27,430) 11,68Q s

116, 130 21

Notes to Consolidated Financial Statements (in thousands of dollars)

Temporarily Permanently 2014 Unrestricted Restricted Restricted Total Dividends and interest 141,655 674 9,087 151,416 Net realized gains 45,538 28,535 74,073 Net unrealized gains 233,679 165,280 398,959 Total returns 420,872 194.489 9.087 624.448

4. ENDOWMENT NET ASSETS The University's endowment includes both donor-restricted endowment funds and funds designated to function as endowments. As required by GAAP, net assets associated with endowment funds, including funds designated to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions.

The ASC Not-for-Profit Entities Presentation of Financial Statements Subtopic (ASC Subtopic 958-205) provides guidance on the net asset classification of donor-restricted endowment funds for not-for-profit organizations subject to an enacted version of the Uniform Prudent Management of Institutional Funds Act

("UPMIFA") and improves disclosure about an organization's endowment funds regardless of whether the organization is subject to UPMIFA. *The Commonwealth of Pennsylvania has not adopted UPMIFA but rather has enacted Pennsylvania Act 141 ("PA Act 141"). PA Act 141 permits an organization's trustees to define income as a stipulated percentage of endowment assets (between 2% and 7% of the fair value of the assets averaged over a period of at least three preceding years) without regard to actual interest, dividend, or realized and unrealized gains.

The University has interpreted PA Act 141 to permit the University to spend the earnings of its endowment based on a total return approach, without regard to the fair value of the original gift. As a result of this interpretation, the University classifies as permanently restricted net assets the original value of gifts donated to the permanent endowment, the original value of subsequent gifts to the permanent endowment, and accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. Funds functioning as endowments are established at the direction of University management and are classified as unrestricted net assets due to the lack of external donor restrictions.

Gains and losses attributable to permanent endowments are recorded as temporarily restricted net assets and gains and losses attributable to funds functioning as endowments are recorded as unrestricted net assets.

From time to time, due to unfavorable market fluctuations, the fair value of some assets associated with individual donor-restricted endowment funds may fall below the level that donors require to be retained as a perpetual fund, while other assets are unaffected to the same extent and maintain or exceed the level required. The aggregate amount of deficiencies at June 30, 2015 and 2014 was $1.5 million and $1.0

million, respectively, reported in unrestricted net assets on the consolidated statement of activities. Subsequent investment gains will be used to restore the balance up to the fair market value of the original gift. Subsequent gains above that amount will be recorded as temporarily restricted net assets.

Endowment net asset composition by type of fund as of June 30:

(in thousands of dollars)

Temporarily Permanently 2015 Unrestricted Restricted Restricted Total Donor-restricted endowment funds (1,454) 500,533 1,249,838 1,748,917 Funds functioning as Endowments 619,873 619,873 Total net assets 618,419 500,533 1,249,838 2,368,790 22

Notes to Consolidated Financial Statements (in thousands of dollars) 2014 Donor-restricted endowment funds Funds functioning as endowments Total net assets Unrestricted (959) 596,738 595.779 Temporarily Restricted Permanently Restricted 521,680 1, 146,955 521,680

1. 146.955 Changes in endowment net assets for the years ended June 30:

(in thousands of dollars) 2015 Endowment net assets, beginning of the year Endowment return:

Endowment earnings Net realized gains Net unrealized losses Reclassification of funds with deficiencies Total endowment return Contributions Endowment spending Transfers to create funds functioning as endowments Endowment net assets, end of the year (in thousands of dollars) 2014 Endowment net assets, beginning of the year Endowment return:

Endowment earnings Net realized gains Net unrealized gains Reclassification of funds with deficiencies Total endowment return Contributions Endowment spending Transfers to create funds functioning as endowments Endowment net assets, end of the year Unrestricted 595,779 26,513 68,228 (18,085)

(495) 76 161 (83,958) 30,437 618.419 Unrestricted 518,092 28,306 47,077 63,399 1 571 140,353 (75,383) 12 717 595.779 Temporarily Restricted 521,680 20 31,039 (53,257) 495 (21,703) 556 500.533 Temporarily Restricted 338,970 20 28,374 155, 123 (1,571) 181.946 764 521,680 Permanently Restricted 1, 146,955 4, 191 4191 98,692 1.249.838 Permanently Restricted 1,067,081 3,054 3,054 76,820 1.146,955 1,667,676 596,738 2,264.414 2,264,414 30,724 99,267 (71,342) 58,649 99,248 (83,958) 30,437 2.368.790 1,924,143 31,380 75,451 218,522 325.353 77,584 (75,383) 12 717 2,264.414 The University has adopted investment and spending policies for endowment assets that attempt to provide a relatively predictable stream of funding to programs supported by its endowment while seeking to maintain, over time, the purchasing power of the endowment assets. The overall management objective for the University's pooled endowment funds is to preserve or grow the real (inflation-adjusted) purchasing power of the assets through a prudent long-term investment strategy. This objective would be achieved on a total return basis. Under these policies, as approved by the Board of Trustees and the Penn State Investment Council, the primary investment objective of the University's pooled endowment is to attain a real total return (net of investment management fees) that at least equals a total annual effective spending rate of 5.25% (program spending of 4.5% plus administrative costs of 0. 75%) over the long term.

23

Notes to Consolidated Financial Statements To satisfy its long-term rate,of-return objectives, the University relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized) and current yield (interest and dividends). The University targets diversified asset allocation that places a greater emphasis on equity-based investments to achieve its long-term return objectives within prudent risk constraints. The endowment assets of the University are invested in a broad range of equities and fixed income securities, thereby limiting the market risk exposure in any one institution or individual investment.

The University has a policy of appropriating for distribution each year a certain percentage (4.5% for 2015 and 2014) of its pooled endowment fund's average fair market value over the prior five years preceding the fiscal year in which the distribution is planned. Accordingly, over the long term, the University expects the current spending policy to allow its endowment to provide generous current spending while preserving "intergenerational equity. This is consistent with the University's objective to maintain the purchasing power of the endowment assets held in perpetuity as well as to provide additional real growth through new gifts and investment returns.

5. FAIR VALUE MEASUREMENTS The University utilizes the following fair value hierarchy, which prioritizes into three broad levels, the inputs to valuation techniques used to measure fair value:

Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets as of the measurement date. Such instruments valued at Level 1, primarily consist of securities that are directly held and actively traded in public markets.

Level 2 - Inputs other than unadjusted quoted prices that are observable for the asset or liability, directly or indirectly, including quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Level 2 measures include University interests in certain *debt instruments and commingled investment funds

. which NA V is used as a practical expedient. These funds are redeemable at NAV as of the measurement date, generally within 90 days.

Level 3 - Unobservable inputs that cannot be corroborated by observable market data.

Level 3 instruments primarily consist of investment funds* for which NAV is used as a practical expedient. The University does not have the ability to redeem the funds at NAV as of the measurement date.

In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The University's assessment of significance of a particular item to the fair value measurement in its entirety requires judgment, including consideration of inputs specific to the asset.

24

Notes to Consolidated Financial Statements The following table presents information as of June 30, 2015 about the University's financial assets and liabilities that are measured at fair value on a recurring basis:

Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Assets Inputs Inputs Total (in thousands of dollars)

Level 1 Level2 Level3 Fair Value Assets:

Long-term Investment Pool:

Money markets 119,969 230,018 349,987 Fixed income U.S. government/agency 59,206 27,727 86,933 U.S. corporate 101,055 101,055 Foreign 59,849 128,644 188,493 Other 10,206 10,206 Equities 1,082,042 490, 111 80,837 1,652,990 Private capital 374,977 894,116 1,269,093 Total 1.321.066 1.362,738 974.953 3,658,757 Operating investments:

Money markets 9,555 2,429 11,984 Fixed income U.S. government/agency 678,931 451,476 1,130,407 U.S. corporate 82,979 731,675 814,654 Foreign 11,970 49,659 61,629 Other 19,903 244,409 3,645 267,957 Equities 114,437 2,134 116,571 Private capital 5,922 5,922 Total 917.775 1.479.648 11.701 2.409.124 Deposits held by bond trustees:

Money markets 61,262 61,262 Fixed income U.S. government/agency 448 448 Total 61,262 448 61,710 Beneficial interest in perpetual trusts 15,471 15,471 Liabilities:

Present value of annuities payable 48,721 48,721 25

Notes to Consolidated Financial Statements The following table presents information as of June 30, 2014 about the University's financial assets and liabilities that are measured at fair value on a recurring basis:

Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Assets Inputs Inputs Total (in thousands of dollars)

Level 1 Level2 Level3 Fair Value Assets:

Long-term Investment Pool:

Money markets 48,692 160,388 209,080 Fixed income U.S. government/agency 85,285 24,447 109,732 U.S. corporate 96,171 96,171 Foreign 64,007 187,203 251,210 Other 9,679 9,679 Equities 906,248 588,246 121,186 1,615,680 Private capital 397,295 751,380 1,148,675 Total 1.104,232 1,463.429 872,566 3,440.227 Operating investments:

Money markets 4,592 206 4,798 Fixed income U.S. government/agency 646,086 434,286 144 1,080,516 U.S. corporate 44,646 663,173

.707,819 Foreign 8,070 149,084 157,154 Other 10,627 146,451 3,205 160,283 Equities 124,989 1,963 126,952 Private capital 7137 7137 Total 839,010 1,393.200 12.449 2,244.659 Deposits held by bond trustees:

Fixed income U.S. government/agency m

2,551 m

2,551 Total 2,551 2,551 Beneficial interest in perpetual trusts 15,498 15,498 Liabilities:

Present value of annuities payable 51,151 51,151 The Long-term Investment Pool (L TIP) is a mutual fund-like vehicle used for investing the University's endowment funds, funds functioning as endowments, and other operating funds that are expected to be held long-term. A share method of accounting for the L TIP is utilized by the University. Each participating fund enters into and withdraws from the L Tl P based on monthly share values. At June 30, 2015 and 2014, fair value of endowment funds and funds functioning as endowments within the L TIP totaled $2,395.9 million and $2,294.6 million, respectively. At June 30, 2015 and 2014, fair value of operating funds included in the L TIP totaled $1,262.9 million and $1, 145.6 million, respectively.

26

Notes to Consolidated Financial Statements The following tables present information related to changes in Level 3 for each category of assets and liabilities for year ended June 30, 2015:

(in thousands of dollars)

Assets:

Beginning balance Total realized and unrealized gains/(losses)

Purchases Sales Ending balance Liabilities:

Beginning balance Actuarial adjustment of liability Gifts Sales Ending balance Long-term Investment Pool 872,566 78,420 186,521 (162.554) 974.953 s

Present Value of Annuities Payable 51,151 5,350 1,765 (9,545) 48,721 Beneficial Operating Interest in Investments Pergetual Trusts 12,449 15,498 (896)

(27) 300 (152) s 11,701 s 15,471 The following tables present information related to changes in Level 3 for each category of assets and liabilities for year ended June 30, 2014:

(in thousands of dollars)

Assets:

Beginning balance Total realized and unrealized gains Purchases Sales Ending balance Liabilities:

Beginning balance Actuarial adjustment of liability Gifts Sales Ending balance Long-term Investment Pool 652,079 175,790 175,566 (130.869) 872,566 Present Value of Annuities Payable 42,255 (633) 10,135 (606)

51. 151 Beneficial Operating Interest in Investments Pergetual Trusts 10,320 13,252 1,454 2,035 747 291 (72)

(80) s 12,449 15,498 There were no transfers of assets between Level 3 and Level 2 and between Level 1 and Level 2 in 2015 and 2014.

27

Notes to Consolidated Financial Statements The following table presents the fair value and redemption frequency for those investments whose fair value is not readily determinable and is estimated using the net asset value per share or its equivalent as of June 30, 2015:

Unfunded Redemption Redemption

. (in thousands of dollars)

Fair Value Commitment Frequency Notice Period Commingled Funds:

Quarterly/

Non-U.S. Equity

~

570,948 Daily/Monthly 5-90 days Subtotal 570;948 Marketable Investment Partnerships:

Absolute Return 30,260 Quarterly 60 days Quarterly/

Distressed Debt 56,106 Semi Annual 60-90 days Commodities 99,039 Monthly 30-60 days Opportunistic 175,102 Quarterly 30 days Directional Long/Short 107,327 Monthly 30 days Subtotal 467,834 Non-Marketable Investment Partnerships:

Private Real Estate 103,372 38,678 Venture Capital 269,321 107,731 Private Equity 240,539 219,965 Natural Resources 118,463 86,371 Private Debt 79,006 69,864 Subtotal 810,701 522,609 Total s 1,849,483 s

522,609 The following table presents the fair value and redemption frequency for those investments whose fair value is not readily determinable and is estimated using the net asset value per share or its equivalent as of June 30, 2014:

Unfunded Redemption Redemption (in thousands of dollars)

Fair Value Commitment Frequency Notice Period Commingled Funds:

Quarterly/

Non-U.S. Equity

~

617,223 Daily/Monthly 5-90 days Subtotal 617,223 Marketable Investment Partnerships:

Absolute Return 17, 135 Quarterly 65 days Quarterly/

Distressed Debt 58,506 Semi Annual 60-90 days Commodities 106,388 Monthly 30-60 days Opportunistic 171, 103 Quarterly 30 days Directional Long/Short 62,818 Monthly 30 days Subtotal 415,950 Non-Marketable Investment Partnerships:

Private Real Estate 101,360 45,193 Venture Capital 213,012 112,579 Private Equity 248,263 211,614 Natural Resources 131,240 77,675 Private Debt 45,987 51,040 Subtotal 739,862 498,101 Total s 1/73,035 s

498,101 28

Notes to Consolidated Financial Statements Commingled funds include investments that aggregate assets from multiple investors and are managed collectively following a prescribed strategy. Redemptions vary from daily to quarterly with required notification of 90 days or less. The non-U.S. equity strategy is invested in developed and developing countries outside of the United States, and spans the entire equity capitalization spectrum. These collective portfolios preclude the need to obtain securities registration in foreign countries. One commingled fund has 1 year remaining on a 3-year gate making up approximately 14.2% of commingled portfolio.

Marketable Investment Partnerships include several hedge funds whose underlying positions are traded via public securities markets. Liquidity terms range from quarterly to annually with advance notification for redemption ranging from 30 to 90 days. The fair values of the investments for each fund in this category have been estimated using the net asset value of the L Tl P's shareholdings in the fund. Five major investment strategies are included within this category. Absolute Return refers to relative value strategies. Directional refers to equity long/short strategies in both U.S. and non-U.S. markets. Opportunistic refers to global multi-strategy.

Distressed Debt refers to securities rated below investment grade, along with non-rated debt.

Commodities refer to publicly traded commodity instruments primarily including futures and options.

Nonmarketable Investment Partnerships include limited partnership interests in a variety of illiquid investments. The fair values of the investments for each fund in this category have been estimated using. the net asset value of the L Tl P's ownership interest in partner's capital and cannot be redeemed. Realizations from each fund are received as the underlying investments are liquidated or distributed, typically within 10 years after initial commitment. Unfunded commitments represent remaining commitments of the L Tl P's drawdown funds as of June 30, 2015 and 2014, respectively. Five major investment strategies are included within this category. Private Real Estate includes properties primarily located in the U.S. Venture Capital includes non-public startups and enterprises in early stages of growth located globally. Private Equity includes buyouts of previously public companies as well as enterprises that are planning to go public in the near future, including funds focusing on opportunities outside the U.S.

Natural Resources largely include companies primarily involved in oil and natural gas in addition to a variety of other natural resources. Private Debt includes global private credit securities rated below investment grade as well as non-rated debt.

6.

CONTRIBUTIONS RECEIVABLE Contributions receivable are summarized as follows as of June 30:

rnthousandsofdoUars)

In one year or less Between one year and five years More than five years Contributions receivable, gross Less allowance Less discount Contributions receivable, net 2015 63,293 67,504 126,815 257,612 (6,350)

(60.280) 190,982 2014 71,374 79,253 133.163 283,790 (6,911)

(62,415) 214.464 Contributions receivable are discounted at rates ranging from 0.28% to 2.59% and 0.11% to 2.81% at June 30, 2015 and 2014, respectively. The discount rates for prior periods ranged from 0.15% to 6.28%.

At June 30, 2015 and 2014, the University has received bequest intentions and certain other conditional promises to give of $96.8 million and $98.2 million, respectively. These intentions and conditional promises to give are not included in the consolidated financial statements.

29

Notes to Consolidated Financial Statements The following table summarizes the change in contributions receivable, net during the year ended June 30, 2015:

Balance at the beginning of year New pledges Collections on pledges Decrease in allowance Decrease in unamortized discounts Balance at the end of year

7. LONG-TERM DEBT rnthousandsofdoUars) 214,464 28,244 (54,422) 561 2,135 190.982 The various bond issues and capital lease obligations that are included in long-term debt in the statements of financial position consist of the following at June 30:

(in thousands of dollars) 2015 2014 The Pennsylvania State University Bonds Series 2015A 65,210 Series 2015B 116,955 Series 2010 135,035 135,035 Series 2009A 101,295 107,840 Series 2009B 74,235 74,235 Series 2008A 77,670 77,670 Series 2008B 2,060 3,035 Series 2007 A 87,045 87,595 Series 2007B 57,600 60,630 Series 2005 83,650 Series 2004A 51,475 Refunding Series 2002 9,420 25,960 Pennsylvania Higher Educational Facilities Authority University Revenue Bonds

{issued for The Pennsylvania State UniversiM Series 2006 3,115 3,335 Series 2004 3,395 3,655 Series 2002 3,265 3,650 L~coming County Authority College Revenue Bonds {issued for Penn College)

Series 2015 8,840 Series 2012 24,685 24,685 Series 2011 38,550 39,050 Series 2008 55,000 55,000 Series 2005 10,060 Series 1993 3,500 Total bonds payable 863,375 850,060 Unamortized bond premiums 55,136 35,273 Notes gayable and cagital leases Notes payable 20,000 10,000 Capital lease obligations 83,058 86,155 Total notes payable and capital leases 103,058 96,155 Total long-term debt 3l 1,021,569 3l 981,488 30

Notes to Consolidated Financial Statements Debt issuance Interest rate mode Interest rates The Pennsylvania State University Bonds Series 2015A Fixed 2.00% - 5.00%

Series 20158 Fixed 1.00% - 5.00%

Series 2010 Fixed 3.375% - 5.00%

Series 2009A Fixed 4.00% - 5.00%

Series 20098 Variable 0.29%

Series 2008A Fixed 5.00%

Series 20088 Fixed 3.625% - 3.75%

Series 2007A Fixed

3. 70% - 4.50%

Series 20078 Fixed 5.00% - 5.25%

Refunding Series 2002 Fixed 5.25%

Pennsylvania Higher Education Facilities Authority ("PHEFA") University Revenue Bonds Payment ranges and maturity (in thousands of dollars)

$1,430 to $3,445 through September 2035, with $20,000 due September 2040

$3,580 to $8,435 through September 2035

$3,655 to $6,595 through March 2030, with $21,805 and $44,245 due March 2035 and 2040

$5,540 to $9,320 through March 2029 June 2031

$1,840 to $7,695 through August 2029

$1,010 to $1,050 through August 2016

$565 to $700 through August 2022, with

$11, 115 and $70,905 due August 2028 and 2036

$3, 185 to $5, 955 through August 2027

$4,585 to $4,835 through August 2016

$225 to $280 through 2020, with $1,610 Series 2006 Fixed 4.15% - 5.125%*

due September 2025

$270 to $325 through 2019, with $1,905 Series 2004 Fixed 4.45% - 5.00%*

due September 2024

$405 to $425 due through 2017, with Series 2002 Fixed 4.50% - 5.00%*

$2,435 due March 2022

• Annual interest costs to the Uni\\.13rsity for interest rates greater than 3.00% are subsidized by PHEFA.

Lycoming County Authority College Revenue Bonds Series 2015 Fixed 2.00% - 5.00%

$465 to $1,590 through January 2025 Series 2012 Fixed 2.00% - 5.00%

$410 to $2,635 through May 2032 Series 2011 Fixed 3.00% - 5.50%

$70 to $5,230 through July 2030 Series 2008 Fixed 3.50% - 5.50%

$1,455 to $4, 140 through October 2037 The Series 2015A Bonds are general obligation bonds issued in June 2015 for the purpose of financing various construction and renovation projects. The Series 2015A Bonds are subject to early redemption provisions, at the option of the University, beginning September 2025. The bonds maturing on September 2040 are subject to mandatory sinking fund redemption.

The Series 2015B Bonds are general obligation bonds issued in June 2015 for the purpose of financing the current refunding of all of the Series 2004A Bonds and Series 2005 Bonds. The Series 2015B Bonds are subject to early redemption provisions, at the option of the University, beginning September 2025. The Series 2004A Bonds and Series 2005 Bonds were paid in full during 2015.

The Series 2015 Bonds are Lycoming County Authority (the "Authority") College Revenue Bonds issued by Penn College in June 2015 for the purpose of refunding $9.1 million of the Authority's College Revenue Bonds Series 2005. The Series 2005 Bonds were paid in full during 2015.

The Series 2009B Bonds are currently paying interest on a variable rate basis at a long term rate for the period June 1, 2015 through May 31, 2016. The University has the option to convert to another variable rate (daily, weekly, monthly or flexible) or to a fixed rate basis (such rates are generally determined on a market basis) at respective conversion dates. The bonds currently pay interest at 0.29% with adjustment on the respective date to the rate the remarketing agent believes will cause the bonds to have a market value equal to the principal.

31

Notes to Consolidated Financial Statements The 20098 bondholders have the right to tender bonds on the purchase dates while such bonds bear interest at the daily, weekly or monthly rate.

The 20098 Bonds were issued subject to the self-liquidity program established by the University on the date of issuance pursuant to which the University will provide liquidity for the 2009B Bonds from its general funds in the event of insufficient remarketing proceeds.

• The University has complied with all financial debt covenants for the years ended June 30, 2015 and 2014.

Maturities and sinking fund requirements on bonds payable for each of the next five fiscal years and thereafter are summarized as follows:

2016 2017 2018 2019 2020 Thereafter Annual Installments (in thousands of dollars) 24,295 29,800 25,370 29,530 31,240 723,140

$ 863,375 The fair value of the University's bonds payable is estimated based on current rates offered for similar issues with similar security, terms and maturities using available market information as supplied by the various financial institutions who act as trustees or custodians for the University. At June 30, 2015, the carrying value and estimated fair value of the University's bonds payable, including issuance premiums, are $918.5 million and

$952.0 million, respectively. At June 30, 2014, the carrying value and estimated fair value of the University's bonds payable, including issuance premiums, were $885.3 million and $917.8 million, respectively. Certain bond issues have associated issuance premiums, these issuance premiums total $55.1 million and $35.3 million at June 30, 2015 and 2014, respectively and are presented within the statement of financial position as long-term debt. These issuance premiums will be amortized over the term of the respective outstanding bonds.

Notes payable and capital !eases The University has two notes payable included within the consolidated statements of financial position at June 30, 2015. The first is a $10 million note payable due annually through June 2024 which bears interest at 2.60%.

The first principal payment on this note of approximately $1.0 million is due June 1, 2016. The second is a $10 million note payable due annually through June 2025 which bears interest at 2.85%. The first principal payment on this note of approximately $1.0 million is due June 1, 2017.

The University has certain building and equipment lease agreements in effect which are considered capital

!eases.

Future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of June 30, 2015 are as follows:

Year 2016 2017 2018 2019 2020 Thereafter Total minimum lease payments Less imputed interest Capital !ease obligation Current portion Long-term portio~

32 (in thousands of dollars) 15,208 14,405 11,479 9,005 7,315 125,545 182,957 (99,899) 83,058 8634 74.424

Notes to Consolidated Financial Statements

8. OPERATING LEASES The University has certain lease agreements in effect which are considered operating leases. During the year ended June 30, 2015, the University recorded expenses of $19.2 million for leased equipment and $25.2 million for leased building space. During the year ended June 30, 2014, the University recorded expenses of

$21.0 million for leased equipment and $24.7 million for leased building space.

Future minimum lease payments under operating leases as of June 30, 2015 are as follows:

2016 2017 2018 2019 2020 Thereafter Total minimum lease payments

9. RETIREMENT BENEFITS (in thousands of dollars) 22,477 16,326 12,125 9,596 7,613 31 721 99,858 The University provides retirement benefits for substantially all regular employees, primarily through either contributory defined benefit plans administered by the Commonwealth of Pennsylvania State Employees' Retirement System ("SERS") and The Public School Employees' Retirement System or defined contribution plans administered by the Teachers Insurance and Annuity Association - College Retirement Equity Fund and Fidelity Investments. The University is billed for its share of the estimated actuarial cost of the defined benefit plans ($67.8 million and $50.9 million for the years ended June 30, 2015 and 2014, respectively).

The University's total cost for retirement benefits, included in expenses, is $190.8 million and $168.1 million for the years ended June 30, 2015 and 2014, respectively.

The SERS is the administrator of a cost-sharing, multi-employer retirement system established by the Commonwealth of Pennsylvania to provide pension benefits for employees of state government and certain independent agencies. As provided by statute, the SERS Board of Trustees has exclusive control and management responsibility of the funds and full power to invest the funds. The SERS funding policy provides for periodic member contributions at statutory rates and employer contributions at actuarially determined rates (expressed as a percentage of annual gross pay) that are sufficient to accumulate assets to pay benefits when due. The University's contributions to this plan for the years ended June 30, 2015 and 2014 were $66.4 million and $50.1 million, respectively, and represent approximately 5. 7% of total contributions to the plan based on projections for fiscal year 2015. The plan is funded at less than 65% with the funded ratio of the plan at 59.4%

as of December 31, 2014.

10. POSTRETIREMENT BENEFITS The University sponsors a retiree medical plan covering eligible retirees and eligible dependents. This program includes a Preferred Provider Organization ("PPO") plan for retirees and their dependents who are not eligible for Medicare, a Medicare Advantage PPO plan and a Medicare Supplement plan. In addition, the University provides retiree life insurance benefits at no cost to the retiree.

Employees who were hired prior to January 1, 2010 are eligible for medical coverage and life insurance after they retire if either of the following requirements are satisfied:

they are at least age 60 and have at least 15 years of regular full-time employment and participation in a University-sponsored medical plan immediately preceding the retirement date regardless of age, if they have at least 25 years of regular full-time service. The last 1 O of those 25 years of University service must be continuous and they must participate in a University-sponsored medical plan during the last 10 years immediately preceding the retirement date.

33

Notes to Consolidated Financial Statements The retiree PPO medical plan and the life insurance coverage are self-funded programs, and all medical claims, death benefits and other expenses are paid from the unrestricted net assets of the University. The Medicare Advantage PPO plan and the Medicare Supplement plan are fully insured. The retirees pay varying amounts for coverage under the medical plan.

For those employees who were hired after December 31, 2009, the University will contribute funds each month on their behalf to a retirement healthcare savings plan. This plan is designed to help pay for qualified medical and health-related expenses in retirement, including the purchase of a health insurance policy.

Retirees will be eligible to access their Penn State Retirement Savings Account when they are no longer.

actively employed at Penn State and have satisfied either of the following requirements:

completed 25 years of continuous full-time service and are age 60 or older completed a minimum of 15 years of continuous full-time service and are age 65 or older.

Included in unrestricted net assets at June 30, 2015 and 2014 are the following amounts that have not yet been recognized in net periodic postretirement cost: unrecognized prior service cost (benefit) of ($42.9) million and ($64.6) million and unrecognized actuarial loss of $732.5 million and $652.9 million, respectively.

The following sets forth the plan's benefit obligation, plan assets and funded status reconciled with the amounts recognized in the University's consolidated statements of financial position at June 30:

Change in benefit obligation:

(in thousands of dollars) 2015 2014 Benefit obligation at beginning of year 1,900,406 1,695,041 Service cost 46,800 44,844 Interest cost 78,812 78,696 Actuarial gain (124,016)

(88,390)

Benefits paid (45, 123)

(47,661)

Plan assumptions 234,207 217 876 Benefit obligation at end of year 2.091.086 1,900.406 Change in plan assets:

(in thousands of dollars}

2015 2014 Fair value of plan assets at beginning of year Employer contributions 45, 123 47,661 Benefits paid (45,123)

(47,661)

Fair value of plan assets at end of year Funded status (2,091,086)

(1,900,406)

Unrecognized prior service cost (benefit)

Unrecognized net actuarial loss Accrued postretirement benefit expense (2,091,086)

(1,900.406)

Net periodic postretirement cost includes the following components for the years ended June 30:

(in thousands of dollars) 2015 2014 Service cost 46,800 44,844 l nterest cost 78,812 78,696 Amortization of prior service cost (21,722)

(21,699)

Amortization of unrecognized net loss 30 521 24,200 Net periodic postretirement cost 134.411 126.041 34

Notes to Consolidated Financial Statements The assumed healthcare cost trend rate used in measuring the accumulated postretirement benefit obligation was 7.25% and 7.50% for the years ended June 30, 2015 and 2014, respectively, reduced each year to an ultimate level of 5.00%. The weighted average postretirement benefit obligation discount rate was 4.75% and 4.50% for the years ended June 30, 2015 and 2014, respectively.

If the healthcare cost trend rate assumptions were increased by 1 % in each year, the accumulated postretirement benefit obligation would be increased by $437.5 million and $367.2 million as of June 30, 2015 and 2014, respectively. The effect of this change on the sum of the service cost and interest cost components of the net periodic postretirement benefit cost would be an increase of $29.0 million and $27.4 million as of June 30, 2015 and 2014, respectively. If the healthcare cost trend rate assumptions were decreased by 1 % in each year, the accumulated postretirement benefit obligation* would be decreased by $345.6 million and

$294.3 million as of June 30, 2015 and 2014, respectively. The effect of this change on the sum of the service cost and interest cost components of the net periodic postretirement benefit cost would be a decrease of

$22.1 million and $21.0 million as of June 30, 2015 and 2014, respectively.

Gains and losses in excess of 10% of the accumulated postretirement benefit obligation are amortized over the average future service to assumed retirement of active participants.

Postretirement benefits expected to be paid for the years ended June 30 are as follows:

2016 2017 2018 2019 2020 2021-25 (in thousands of dollars)

$ 53,857 58,787 63,587 68,730 73,716 454,205

11. THE MILTON S. HERSHEY MEDICAL CENTER, PENN STATE HERSHEY HEALTH SYSTEM AND PENN STATE HEALTH The University's wholly-owned subsidiary, TMSHMC, owns the assets of the clinical enterprise of the Hershey Medical Center complex. The University owns the Hershey Medical Center complex, including all buildings and land occupied by the Medical Center and operates the College of Medicine. The clinical facilities of the Hershey Medical Center complex are leased to TMSHMC.

TMSHMC makes certain payments to support the College of Medicine.

The Health System is a corporate investor in healthcare joint ventures, which are supportive of the missions of the Medical Center. The Health System was organized in 1995 as a wholly-owned subsidiary of the Corporation for the purpose of organizing components of an integrated health care delivery system. lhe Health System recorded non-controlling interest related to the acquisition of additional ownership interest in a joint venture. This noncontrolling interest is recorded in the net assets within the consolidated statements of financial position with a value at June 30, 2015 and 2014 of $1,560,000 and $961,000, respectively.

On June 26, 2014, a letter of intent and term sheet ("agreement") was executed between the University, the Medical Center, the Health System and Pinnacle Health System. The purpose of the agreement was to set forth certain non-binding understandings and certain binding agreements between the parties. The intent is to form a new Health Enterprise in central Pennsylvania. This new collaborative innovative enterprise would bring together a high-performing university medical center and a community health system. It would provide increased access to a wider range of services and full spectrum of care to patients over a broad geographic base. Both systems will continue to operate independently and as normal until an integration is finalized and all necessary approvals are obtained. As of June 30, 2015, final approvals had not yet been obtained.

During 2015, Penn State Health (PSH), a Pennsylvania non-profit, was organized, with the University as the sole owner, to provide oversight and governance of an expanded health enterprise. PSH will own in whole or in part health care facilities which could include hospitals, surgery centers, home health providers and similar organizations. On June 30, 2015 PSH received $113.5 million from the University to finance the 35

Notes to Consolidated Financial Statements purchase of St. Joseph Regional Health Network (St. Joseph), a Pennsylvania non-profit (nonstock) corporation and certain of its affiliates, with PSH transferring funds on the same day. The acquisition date of the St. Joseph transaction is July 1, 2015, and with respect to certain limited assets the acquisition date is September 30, 2015. At June 30, 2015, PSH has recorded as prepaid expenses and other assets (current) the amount transferred on June 30, 2015 related to this transaction.

The following table summarizes the consideration paid for St. Joseph and the amounts of certain assets acquired at the acquisition date.

At July 1, 2015:

Preliminary Purchase Price (in thousands of dollars)

Cash Recognized amounts of certain assets acquired Property, plant and equipment Debt-free working capital Net other operating assets and liabilities Intangible assets

$113.548

$75,367 21,649 15,600 932

$113.548 The parties entered into closing agreements on June 30, 2015 and September 30, 2015, providing for final adjustment by November 30, 2015 for calculation of net working capital pursuant to the terms of the member substitution agreement.

The amounts presented above represent the preliminary purchase accounting subject to final adjustment.

12. CONTINGENCIES AND COMMITMENTS Contractual Obligations The University has contractual obligations for the construction of new buildings and for additions to existing buildings in the amount of $912.9 million of which $568.4 million has been paid or accrued as of June 30, 2015. The contract costs are being financed from available resources and from borrowings.

Letters of Credit The University has available letters of credit in the amount of $20.6 million and $19.1 million as of June 30, 2015 and 2014, respectively. These letters of credit are used primarily to comply with minimum state and federal regulatory laws that govern various University activities.

The fair value of these letters of credit approximates contract values based on the nature of the fee arrangements with the issuing banks.

Guarantees The University has a contract with a third party whereby the third party acts as an agent of the University in connection with procurement of electricity. The University guarantees the payment of the obligations of the third party incurred on behalf of the University to counterparties. No liabilities related to guarantees have been recorded as of June 30, 2015.

Self-Insurance The University has a coordinated program of commercial and self-insurance for medical malpractice claims at TMSHMC through the use of a qualified trust and a domestic captive insurance company in combination with a self-insured retention layer and is supplementing this program through participation in the Pennsylvania Medical Care Availability and Reduction of Error Fund ("Mcare Fund"), in accordance with Pennsylvania law.

An estimate of the present value, discounted at 2% for the years ended June 30, 2015 and 2014, respectively, 36

Notes to Consolidated Financial Statements of the medical malpractice claims liability in the amount of $109.1 million and $96.4 million is recorded as of June 30, 2015 and 2014, respectively.

On July 1, 2003, TMSHMC became self-insured for all medical malpractice claims asserted on or after July 1, 2003, for all amounts that are below the coverage of the TMSHMC's excess insurance policies and not included in the insurance coverage of the Mcare Fund.

Under the self-insurance program, TMSHMC is required to maintain a malpractice trust fund in an amount at least equal to the expected loss of known claims.

The balance of this trust fund was $19.9 million and $19.7 million at June 30, 2015 and 2014, respectively.

TMSHMC intends to fund any claims due during the next year from cash flows from operations.

With approval from the Pennsylvania Department of Labor and Industry ("PA-DLI"), the University elected to self-insure potential obligations applicable to Pennsylvanla workers' compensation. Certain claims under the program are contractually administered by a private agency. The University purchased insurance coverage for excess obligations over $600,000 per incident. An estimate of the self-insured workers' compensation claims liability in the amount of $8.6 million and $10.1 million, discounted at 1.60%, is recorded as of June 30, 2015 and 2014, respectively. The University has established a trust fund, in the amount of $13.0 million and

$12.8 million at June 30, 2015 and 2014, respectively, as required by PA-DLI, to provide for the payment of claims under this self-insurance program. TMSHMC is self-insured for workers' compensation claims and, as of June 30, 2015 and 2014, has purchased an excess policy through a commercial insurer which covers individual claims in excess of $750,000 and $500,000 per incident, respectively, for workers' compensation claims.

The University and TMSHMC are self-insured for certain health care benefits provided to employees. The University and TMSHMC have purchased excess policies which cover employee health benefit claims in excess of $600,000 and $550,000 per employee per year, respectively. The University and TMSHMC provide for reported claims and claims incurred but not reported.

Litigation and Contingencies In November 2011, the University was made aware of certain allegations in a Commonwealth of Pennsylvania Grand Jury presentment. Various legal proceedings and investigations have arisen as a result of such allegations, including criminal proceedings against former officers and employees of the University. Certain claims and civil litigation have been filed against the University with anticipation that other complaints could be filed. As of June 30, 2015, the University has paid or accrued $92.8 million for 32 claims with $33.2 million included in institutional support within the consolidated statement of activities for 2015. Additional claims could be paid in the future but without having knowledge of the number and nature of such claims the University is unable to predict the outcome of these matters or the ultimate legal and financial liability and at this time cannot reasonably estimate the possible loss or range of loss. Accordingly, no amounts have been accrued in the financial statements for these claims.

For the years ended June 30, 2015 and 2014, the University has incurred costs totaling $14.7 million and

$15.6 million, respectively, for internal investigation, legal, communications and other related costs. These costs are included in institutional support within the consolidated statement of activities.

The University has submitted claims to insurance carriers at June 30, 2015 related to claims settled and certain legal costs incurred to date. Insurance reimbursements for settlements and legal fees for the years ended June 30, 2015 and 2014 were $8.9 million and $64,000, respectively, with such reimbursements included in other sources of revenue or as a reduction of institutional support within the consolidated statement of activities. Amounts paid directly by insurance carriers for legal expenses for the years ended June 30, 2015 and 2014 totaled $3.6 million and $2.7 million, respectively. Amounts of future insurance reimbursement are unknown as of June 30, 2015 and as a result no insurance recovery accruals have been recorded in the 2015 financial statements.

Based on its operation of the Medical Center (see Note 11 ), the University, like the rest of the healthcare industry, is subject to numerous laws and regulations of federal, state and local governments. Compliance with these laws and regulations can be subject to government review and interpretation, as well as regulatory actions. Recently, government reviews of healthcare providers for compliance with regulations have increased. Although the University believes it has done its best to comply with these numerous regulations, such government reviews could result in significant repayments of previously billed and collected revenues 37

Notes to Consolidated Financial Statements from patient services. Subsequent to June 30, 2015, the University received a notice from the Pennsylvania Department of Public Welfare alleging that the University had been overpaid $11.5 million under the Medicaid program for a prior fiscal period. The University has recorded a liability at June 30, 2015 on the consolidated statements of financial position and a corresponding reduction in Medical Center revenue on the consolidated statement of activity. The University has not received notification of alleged overpayments related to other fiscal periods and is unable to estimate any additional liabilities that may be alleged related to this matter. As permitted in the notification received from the Department of Public Welfare, the University plans to file an appeal of the assessment for overpayment but is unable to determine the likelihood of a successful outcome of its appeal.

On July 12, 2013, the University received a preliminary report from the U.S. Department of Education based on the program review of the University's compliance with the Clery Act, a federal law related to campus safety. The Department of Education will make a final program review determination after the process is complete. The outcome and financial impacts of the program review are unknown as of the date the consolidated financial statements were issued.

Various other legal proceedings have arisen in the normal course of conducting University business. The outcome of such litigation is not expected to have a material effect on the financial position of the University.

13. SUBSEQUENT EVENTS The University has evaluated subsequent events through October 30, 2015, the date on which the consolidated financial statements were issued. It did not identify any subsequent events to be disclosed other than those below or previously noted.

38

THE PENNSYLVANIA STATE UNIVERSITY APPOINTED BY THE GOVERNOR CLIFFORD G. BENSON, JR.

Chief Development Officer Buffalo Sabres KATHLEEN L CASEY Senior Advisor Patomak Global Partners, LLC MARK H. DAMBLY President Pennrose Properties, LLC ALLISON S. GOLDSTEIN Graduate Assistant The Pennsylvania State University TODD L. RUCCI Government and Community Relations Officer PAP Technologies PAUL H. SILVIS Head Coach S~coTek EDWARD "TED" B. BROWN President & CEO KETCHConsulting, Inc.

BARBARA L. DORAN Senior Portfolio Manager Lebenthal Asset Management ROBERT C. JUBELIRER ELECTED BY ALUMNI Partner, Obermayer, Rebmann, Ma>me1J & Hippe!

ALBERT L LORD Marsh Wren, LLC ANTHONY P. LUBRANO President, A.P. Lubrano & Company, Inc.

EMERITI TRUSTEES H. JESSE ARNELLE Attorney CYNTHIA A. BALDWIN Retired Justice Supreme Court of Pennsylvania JAMES S. BROADHURST Chairman Eat'n Park Hospitality Group, Incorporated CHARLES C. BROSIUS Retired President Marlboro Mushrooms WALTER J. CONTI Retired Owner Cross Keys lnn/Pipersville Inn DONALD M. COOK, JR.

Retired President SEMCOR, Incorporated MARIAN U. BARASH COPPERSMITH Retired Chairman of the Board The Barash Group ROBERT M. FREY Attorney-at-Law Frey& Tiley, P.C.

BOARD OF TRUSTEES as of June 30, 2015 MEMBERS EXOFACIO ERIC J. BARRON President The Pennsylvania State University THOMAS W. WOLF Governor Commonwealth of Pennsylvania*

PEDRO A. RIVERA Secretary Pennsylvania Department of Education CYNTHIA A. DUNN Secretary Pennsylvania Department of Conservation and Natural Resources RUSSELL C. REDDING Secretary Pennsylvania Department of Agriculture

'JOHN HANGER Goverl'\\Or's Non-Voting Representati\\1e Secretary of Policy and Planning RYAN J. McCOMBIE Retired, United States Navy WILLIAM F. CLOSEY Independent Consultant/Educational Publishing; Operating Partner, Atlas Advisors ALICE W. POPE Associate Professor Department of Psychology St. John's University ADAMJ. TALIAFERRO Healthcare Alliance liaison Bristol Myers Squibb STEVE A. GARBAN Senior Vice President for Finance and OperationsfTreasurer Emeritus The Pennsylvania State University SAMUEL H. HAYES, JR.

DAVID R. JONES Retired Assistant Managing Editor The New York Times EDWARD P. JUNKER Ill Retired Vice Chairman PNC Bank Corporation ROGER A. MADIGAN Retired State Senator 23rd Senatorial District ROBERT D. METZGAR Fonner President North Penn Pipe & Supply, Incorporated JOEL N. MYERS President AccuWeather, Incorporated ANNE RILEY Teacher BARRY K. ROBINSON Chief Counsel for Economic Affairs U.S. Department of Commerce ELECTED BY BOARD REPRESENTING BUSINESS AND INDUSTRY RICHARD K. DANDREA Attorney Eckert Seamans Cherin & Mellott, llC KENNETH C. FRAZIER Chairman, President & Chief Executive Officer Merck & Company, Incorporated EDWARD R. HINTZ, JR.

President Hin\\z Capital Management, Incorporated IRA M. LUBERT Chairman and Co-Founder, Independence Capital Partners and lubert Adler Partners, LP.

DANIEL S. MEAD Former President Verizon Wireless WALTER C. RAKOWICH Retired Chief Executive Officer Pro log is ELECTED BY DELEGATES FROM AGRICULTURAL SOCIETIES DONALD G. COTNER President Cotner Farms, Inc.

KEITH W. ECKEL Sole Proprietor and President Fred W. Eckel and Sons Farms, Incorporated M. ABRAHAM HARPSTER Co-Owner, Evergreen Farms, Inc.

BETSY E. HUBER Immediate Past Master, Pennsylvania State Grange KEITH E. MASSER Chairman & Chief Executive Officer Sterman Masser, Incorporated CARL T. SHAFFER President Pennsylvania Fann Bureau L J. ROWELL, JR.

Retired Chairman and Chief Executive Officer Provident Mutual life Insurance CECILE M. SPRINGER President, Springer Associates PAUL V. SUHEY Orthopedic Surgeon Martin & Suhey Orthopedics HELEN D. WISE Fonner Deputy Chief of Staff for Programs and Secretary of the Cabinet Governor's Office BOYDE. WOLFF Retired, Owner and Operator Wolfden Farms QUENTIN E. WOOD Retired Chairman of the Board and Chief Executive Officer Quaker State Corporation EDWARD P. ZEMPRELLI Attorney

This publication is available in alternative media on request.

The University is committed to equal access to programs, facilities, admission and employment for all persons. It is the policy of the University to maintain an environment free of harassment and free of discrimination against any person because of age, race, color, ancestry, national origin, religion, creed, service in the uniformed services (as defined in state and federal law), veteran status, sex, sexual orientation, marital or family status, pregnancy, pregnancy-related conditions, physical or mental disability, gender, perceived gender, gender identity, genetic information or political ideas. Discriminatory conduct and harassment, as well as sexual misconduct and relationship violence, violates the dignity of individuals, impedes the realization of the University's educational mission, and will not be tolerated. Direct all inquiries regarding the nondiscrimination policy to Dr. Kenneth Lehrman Ill, Vice Provost for Affirmative Action, Affirmative Action Office, The Pennsylvania State University, 328 Boucke Building, University Park, PA 16802-5901, Erriail: kfl2@psu.edu, Tel (814) 863-0471.

ATTACHMENT B - Penn State University Self-Guarantee Agreement

The Pennsylvania State University Financial Assurance for Cost of Decommissioning Activities Self-Guarantee Agreement with the Nuclear Regulatory Commission December 22, 2015 (Source: NUREG-1757, Vol. 3, Rev 1, Appendix A, Section A.9.12)

Guarantee made by The Pennsylvania State University, a nonprofit university, organized under the laws of the Commonwealth of Pennsylvania, herein referred to as "guarantor," to the U.S.

Nuclear Regulatory Commission, on behalf of the university as licensee.

The following licenses are covered under this guarantee:

License numbers: R-2 SNM-95 Breazeale Nuclear Reactor Penn State University Docket 050-00005 Docket 070-00113 Recitals

1.

The guarantor has full authority and capacity to enter into this self-guarantee by the bylaws of the Trustees of the Pennsylvania State University.

2.

This self-guarantee is being issued to comply with regulations issued by NRC, an agency of the U.S. Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974. NRC has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Parts 30, 50, and 70, which require that a holder of, or an applicant for, a materials license issued pursuant to 10 CFR Parts 30, 50, and 70 provide assurance that funds will be available when needed for required decommissioning activities.

3.

The self-guarantee is issued to provide financial assurance for decommissioning activities for the licenses and facilities shown. The decommissioning costs for these activities are as follows:

Certified Amounts or

.License#

License Description Current Cost (Docket#)

and Method Estimates - 2015 Research Reactor 12/18/13 base estimate of R-2

$16,031,304 plus 5% per year compounded

$17,674,512 (050-00005) increase.

SNM-95 Special Nuclear Material 12/18/13 base (070-00113) estimate of $356, 776 plus 5% per year

$393,346 compounded increase.

Sub total

$18,067,858

25% contingency fund

$4,516,965 Total Estimated Costs:

$22,584,823

4.

The guarantor meets or exceeds the following financial test criteria for a nonprofit university that issues bonds, and agrees to comply with all notification requirements as specified in 10 CFR 3 0 and 10 CFR 3 0 Appendix E.

Financial Test: The current rating for our most recent uninsured, uricollateralized, and*

unencumbered.bond issuance is AA as issued by Standai*d & Poor's and Aa2 as issued by Moody's.

5.

The guarantor does not have a parent company holding majority control of its voting stock.

6.

Decommissioning activities as used below refer to the activities required by 10 CFR Paii 30, 50, and 70 for decommissioning of the facilities identified above.

7.

Pursuant to the guarantor's authority to enter into this guarantee, the guarantor guarantees to the NRC that the guarantor shall:

(a)

Carry out the required decommissioning activities, as required by the licenses listed above.

8.

The guarantor agrees to submit revised financial statements, finai1cial test data; and an auditor's special rep01i and reconciling schedule annually within 180 days of the close of its fiscal year.

9.

Not applica~le.

10.

The guarantor agrees that if, at the end of any fiscal year before termination ofthis self-guarantee, it fails to meet the self-guarantee financial test criteria, it shall send within 90 days of the end of the fiscal year, by certified mail, notice to the NRC that it intends to provide alternative financial assurance as specified in 10 CPR Part 30, 50, or 70. Within 120 days after the end of the fiscal year, the guarantor shall establish such financial assurance.

11.

The guarantor also agrees to notify the NRC in writing in advance of any proposed change in or transfer of ownership of the licensed activity and to maintain this guarantee until the new licensee provides alternative financial assurance acceptable to the beneficiary.

12.

The guarantor agrees that if it determines, at any time other than as described in Recital 10, that it no longer meets the self-guarantee financial test criteria or it is disallowed from continuing as a self-guarantor, it shall establish alternative financial assurance as specified in 10 CPR Parts 30, 50, or 70 within 30 days.

13.

The guarantor, as well as its successors and assigns and agrees to remain bound 2

jointly and severally under this guarantee notwithstanding any or all of the following:

amendment or modification of the license or NRC-approved decommissioning funding pla_n for that facility, the extension or reduction of the time of performance of required activities, or any other modification or alteration of an obligation of the licensee pursuant to 10 CFR Parts 30, 50, or 70.

14.

The guarantor agrees that it shall be liable for all litigation costs incurred by the NRC in any successful effort to enforce the agreement against the guarantor. Such litigation costs shall not be de.ducted from or otherwis'e reduce the financial assurance provided by this guarantee.

15.

The guarantor agrees to remain bound under this self-guarantee for as long as it, as licensee, must comply with the applicable financial assurance requirements of 10 CFR Part 30, 50, or 70, for the previously listed facilities, except that the.guarantor may cancel this self-guarantee by sending notice by certified mail to the NRC, such cancellation to become effective not before an alternative financial assurance mechanism has been put in place by the guarantor.

16.

The guarantor agrees that if it, as licensee, fails to provide alternative financial assurance as specified in 10 CFR Part 30, 50, or 70 and obtain written approval of such assurance from the NRC within 90 days after a notice of cancellation by the guarantor is received by the NRC from the guarantor, the guarantor shall make full payment under the self-guarantee.

17.

The guarantor expressly waives notice of acceptance of this self-guarantee by the NRC. The guarantor also expressly waives notice of amendments or modifications of the decommissioning requirements.

18.

If the guarantor files financial reports with the U.S. Securities and Exchange Commission, then it shall promptly submit them to its independent auditor and to NRC during each year in which this self guarantee is in effect.

19.

The guarantor agrees that if the guarantor admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors, or any proceeding is instituted by or against the guarantor seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for the guarantor or for any substantial part of its property, or the guarantor takes any action to authorize or effect any of the actions stated in this paragraph, then the Commission may:

(a)

Declare that the financial assurance guaranteed by the guarantee agreement is immediately due and payable to the standby trust set up to protect the public health and safety and the environment, without diligence, presentment, demand, protect, or any other notice of any kind, all of which a,re expressly.

3

waived by guarantor; and (b)

Exercise any and all of its other rights under applicable law.

20.

The guarantor agrees to notify the NRC, in writing, immediately following the filing of a voluntary or involuntary petition for bankruptcy under any chapter of Title 11 (Bankruptcy) of the United States Code, or the occurrence of any other event listed in paragraph 19 of this guarantee and by or against the guarantor; the licensee; an entity (as that term is defined in 11 U.S.C. 101(14)) controlling the licensee or listing the license or licensees as property of the estate; or an affiliate (as that term is defined in 11 U.S.C. 101(2)) of the licensee. This notification must include: a description of the event, including major creditors, the amounts involved, and the*

actions taken to assure that the amount of funds guaranteed by the guarantee for decommissioning will be transferred to the standby trust as soon as possible; if a petition of bankruptcy was filed, the identity of the bankruptcy court in which the petition for bankruptcy was filed; and the date of filing of any petitions.

21.

Not applicable.

22.

J:he guarantor agrees that if, at any"time before termination of this self-guarantee, its most recent bond issuance ceases to be rated in any category of A- and above by Standard and Poor's or in any category of "A3" and above by Moody's, the licensee will notify the Commission in writing within 20 days after publication of the change by the rating service.

I hereby certify that this self-guarantee is true and correct to the best of my knowledge.

Effective date:

12/22/2015 Pennsylvania State University:

Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller Signatme of witness or notary:

~(\\J'.l Q -~

D 4

v PennState Joseph J. Doncsecz Associate Vice President and Corporate Controller AFFIDAVIT The Pennsylvania State University 4080ldMain University Park, PA 16802-1503 (814) 865-1355 FAX: (814) 863-0701 December 22, 2015 (1) I am the Associate Vice President for Finance and Corporate Controller of The Pennsylvania State University (the "University"), and as such, I have been specifically delegated the function of reviewing confidential information sought to be withheld from public disclosure in connection with the University submittals to the Nuclear Regulatory Commission (the "Commission"), and am authorized to apply for its withholding on behalf of the University.

(2) I am making this Affidavit in conformance with the provisions of 10 CFR Section 2.390 of the Commission's regulations and in conjunction with the University's submission of the Independent Accountant's Report on Applying Agreed-Upon Procedures for the year ended June 30, 2015 related to the University's annual financial test and self-guarantee.

(3) Pursuant to the provisions of paragraph (b)(4) of Section 2.390 of the Commission's regulations, the following is furnished for consideration by the Commission in determining whether the information sought to be withheld from public disclosure should be withheld.

(i) The information sought to be withheld from public disclosure is owned and has been held in confidence by the University.

(ii) The information, off-balance sheet exposures disclosed within the Independent Accountant's Report on Applying Agreed-Upon Procedures for the year ended June 30, 2015 sought to be withheld from public disclosure is not available in public sources and is not required to be disclosed by the University for purposes other than as part of the Independent Accountant's Report on Applying Agreed-Upon Procedures for Commission purposes related to Appendix E to 10 CFR Part 30.

(iii) The information is being transmitted to the Commission in confidence and, under the provisions of 10 CFR 2.390; it is to be received in confidence by the Commission.

The facts set forth in this Affidavit are true and correct to the best of my knowledge, information, and belief.

H-J-~

Joseph J. Doncsecz Associate Vice Presiderit for Finance and Corporate Controller The Pennsylvania State University Transmitted herewith are proprietary versions of documents furnished to the NRC in connection with requirements of Appendix E to 10 CFR Part 30 for Commission review and approval. Non-proprietary versions of the documents are not provided as they essentially would consist of blank pages.

.. 'ii PennState Joseph J. Doncsecz Associate Vice President and Corporate Controller The Pennsylvania State University 40801dMain University Park, PA 16802-1503 (814) 865-1355 FAX: (814) 863-0701 December 22, 2015 Director, Office of Nuclear Material Safety and Safeguards U.S. Nuclear Regulatory Commission Document Control Desk 11555 Rockville Pike Rockville, Maryland 20852 - 2738 Subj: Audited Financial Statements -Fiscal Year Ending June 30, 2015 and Self-Guarantee Agreement License numbers:

Dear Sir or Madam,

R-2 SNM-95 Breazeale Nuclear Reactor Docket 050-00005 Penn State University Docket 070-00113 As required in 10 CFR 30.35.(f).(2), the financial test and self-guarantee method of 10 CFR 30 Appendix E will be used. The Pennsylvania State University (the "University") certifies the following:

Attachment A contains University's Audited Financial Statements for the last fiscal year (July 1, 2014 through June 30, 2015). In addition to the enclosed report, an electronic version may also be found at http://www.controller.psu.edu/Divisions/ControllersOffice/reports.html.

(i) 10 CFR 30 Appendix E Paragraph 11.A.(1)-The University currently holds a rating for its most recent bond issuance of AA as issued by Standard and Poor's, and a bond

. rating of Aa2 as issued by Moody's, and (ii)

The University is currently a going concern, and it possessed positive net assets in the amount of $7,973,498 at June 30, 2015. The calculation of the University's net assets at June 30, 2015 was derived from the University's independently audited, year-end financial statements and footnotes for the fiscal year ended June 30, 2015.

The University is not required to file a Form 10-K with the Securities and Exchange Commission for the latest fiscal year.

(iii) 10 CFR 30 Appendix E Paragraph Il.C.(1)-Audited financial statements are attached as Attachment A. In addition to the enclosed report, an electronic version may also be found at http://www.controller.psu.edu/Divisions/ControllersOffice/reports.html.

Document transmitted contains confidential financial information - withhold under 10 CFR 2.390 -

When separated from enclosures this document is uncontrolled.

µtJi~s 7-D ft/} t-0

~ fL~ JVISS

Attachment B contains Penn State University's Self-Guarantee Agreement for Financial Assurance for Cost of Decommissioning Activities. In addition, Attachment C contains the Independent Accountant's Report on Applying Agreed-Upon Procedures for the year ended June 30, 2015.

Please contact Jeffrey Leavey at 814-865-3939 or JAL62@psu.edu if you have any questions.

Sincerely, Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller Attachment A-University's Audited Financial Statements Attachment B-University's Self-Guarantee Agreement Attachment C-lndependent Accountant's Report on Applying Agreed-Upon Procedures cc: Jeffrey Leavey, Radiation Safety Officer Mark Trump, Associate Director, Radiation Science and Engineering Center Jody Murawski, Controllers Office, University Park

ATTACHMENT A-Penn State University Audited Financial Statements

PENN STATE la\\ti.,

Audited Financial Statements The Pennsylvania State University Fiscal Year Ended June 30, 2015

THE PENNSYLVANIA STATE UNIVERSITY UNIVERSITY OFFICERS as of October 30, 2015 ERIC J. BARRON President STEPHEN S. DUNHAM Vice President and General Counsel DAVID J. GRAY Senior Vice President for Finance and Business/Treasurer A. CRAIG HILLEMEIER Chief Executive Officer, Penn State Milton S.

Hershey Medical Center; Senior Vice President for Health Affairs, Penn State University; and Dean, Penn State College of Medicine NICHOLAS P. JONES Executive Vice President and Provost RODNEY P. KIRSCH Senior Vice President for Development and Alumni Relations

This Page is Intentionally Blank

CONTENTS Operating Revenues by Source 2

Operating Expenses by Function 3

Letter of Transmittal 5

Independent Auditors' Report 6

Consolidated Financial Statements:

Statements of Financial Position 8

Statements of Activities 10 Statements of Cash Flows 12 Notes to Consolidated Financial Statements 13

OPERA TING REVENUES BY SOURCE ($5.3 billion)

For the Year Ended June 30, 2015

($ in millions)

Medical Center

$1,596.2 (30.2%)

Government grants and contracts

$584.0 (11.0%)

Tuition and fees, net of discount

$1,696.7 (32.1 %)

2 Auxiliary enterprises

$427.8 (8.1 %)

Commonwealth of Pennsylvania appropriation

$277.9 (5.2%)

Private gifts, grants and contrncts

$264.4 (5.0%)

Endowment spending and other investment income

$200.1 (3.8%)

Recovery of indirect costs

$149.4 (2.8%)

sources

$96.9 (1.8%)

OPERATING EXPENSES BY FUNCTION ($4.9 billion)

Medical Center

$1,494.3 (30.5%)

For the Year Ended June 30, 2015

($in millions)

Research

$765.9 (15.6%)

J nstrnction

$1,272.8 (26.0%)

3 Auxiliary enterprises

$380.7 Institutional support

$370.0 (7.5%)

Academic support

$357.9 (7.3%)

Student services

$182.9 (3.7%)

Public service

$77.8 (1.6%)

This Page is Intentionally Blank

PENN STATE lkCSi

• Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller October 30, 2015 Dr. Eric J. Barron, President The Pennsylvania State University

Dear Dr. Barron:

(814) 865-1355 (814) 863-0701 The Pennsylvania State University 408 Old Main University Park, PA 16802-1505 The audited consolidated financial statements of The Pennsylvania State University and subsidiaries (the "University") for the fiscal years ended June 30, 2015 and 2014 are presented on the accompanying pages. These financial statements represent a complete and permanent record of the finances of the University as of and for the years then ended.

These financial statements have been audited by Detoitte & Touche LLP, independent auditors, and their report has been made a part of this record.

Respectfully submitted, Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller

~Jtl~

David J. Gray~

Senior Vice President for Finance and Business, and Treasurer 5

Deloitteo INDEPENDENT AUDITORS' REPORT To the Board of Trustees of The Pennsylvania State University University Park, Pennsylvania Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103-3984 USA Tel: 215 246 2300 Fax: 215 569 2441 www.deloitte.com We have audited the accompanying consolidated financial statements of The Pennsylvania State University and its subsidiaries (the "University"), which comprise the consolidated statements of financial position as of June 30, 2015 and 2014, and the related consolidated statements of activities and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the University's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the University's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Member of Deloitte Touche Tohmatsu 6

Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the University as of June 30, 2015 and 2014, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

October 30, 2015 7

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ASSETS JUNE 30, 2015 AND 2014 (in thousands)

June 30, 2015 June 30, 2014 Current assets:

Cash and cash equivalents Short-term investments Deposits held by bond trustees Deposits held for others Accounts receivable, net of allowances of $72, 190 and $72,957 Contributions receivable, net Loans to students, net of allowances of $481 and $384 Inventories Prepaid expenses and other assets Total current assets Noncurrent assets:

Deposits held by bond trustees Contributions receivable, net Loans to students, net of allowances of $2,675 and $2,319 Deferred bond costs, net Total investment in plant, net Beneficial interest in perpetual trusts Investments Other assets Total noncurrent assets Total assets See notes to consolidated financial statements.

8 859,009

$ 1,028,529 383,756 365,851 61,262 9,622 57,014 554,309 527,213 56,058 63,573 6,105 8,163 36,745 35,484 194,854 114,963 2,161,720 2,200,790 448 2,551 134,924 150,891 55,038 52,654 5,068 5,095 4,188,312 3,944,252 15,471 15,498 5,684,125 5,319,035 74,807 19,841 10, 158, 193 9,509,817

$ 12.319.913

$ 11.710.607

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LIABILITIES AND NET ASSETS JUNE 30, 2015 AND 2014 (in thousands)

June 30. 2015 June 30. 2014 Current liabilities:

Accounts payable and other accrued expenses Deferred revenue Long-term debt Present value of annuities payable Accrued postretirement benefits Total current liabilities Noncurrent liabilities:

Deposits held in custody for others Deferred revenue Long-term debt Present value of annuities payable Accrued postretirement benefits Refundable United States Government student loans Other liabilities Total noncurrent liabilities Total liabilities Net assets:

Unrestricted -

Undesignated Designated for specific purposes Net investment in plant Total unrestricted - The Pennsylvania State University Noncontrolling interest Total unrestricted Temporarily restricted Permanently restricted Total net assets Total liabilities and net assets See notes to consolidated financial statements.

9 619,502 526,815 285,880 271,684 37,530 47,177 5,594 5,597 53,857 53,350 1,002,363 904,623 32.422 40,619 1,939 1,952 984,039 934,311 43,127 45,554 2,037,229 1,847,056 47,105 46,318 198, 191 206,649 3,344,052 3,122.459 4,346,415 4,027,082 1,605 1,637 3,142.477 3,182,328 2.733, 135 2,473,238 5,877,217 5,657,203 1,560 961 5,878,777 5,658,164 660,614 694,240 1.434,107 1,331, 121 7,973,498 7,683,525

$ ] 2.3J9.9J3

$ 11,7]Q.607

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENT OF ACTIVITIES FOR THE VEAR ENDED JUNE 30, 2015 (in thousands)

Temporarily Permanently Unrestricted Restricted Restricted Total Operating revenues and other support:

Tuition and fees, net of discounts of $168.455 1,696,729 1,696,729 Commonwealth of Pennsylvania -

Appropriations 277.931 277,931 Special contracts 64,221 64,221 Department of General Services projects 57,631 57,631 United States Government grants and contracts 462,089 462,089 Private grants and contracts 178,258 178,258 Gifts and pledges 86,017 158 86,175 Endowment spending 83,958 83,958 Other investment income 114,259 1,869 116,128 Sales and services of educational activities 70,970 70,970 Recovery of indirect costs 149,338 149,338 Auxiliary enterprises 427,782 427.782 Medical Center revenue 1,596,230 1,596,230 Other sources 25,960 25,960 Net assets released from restrictions 4,355 (4,355)

Total operating revenues and other support 5,295,728 (2,328) 5,293.400 Operating expenses:

Educational and general -

Instruction 1,272,778 1,272,778 Research 765,864 765,864 Public service 77,806 77,806 Academic support 357,962 357,962 Student services 182,957 182,957 Institutional support 369,967 369,967 Total educational and general 3,027,334 3,027,334 Auxiliary enterprises 380,711 380.711 Medical Center expense 1.494,296 1.494,296 Total operating expenses 4,902,341 4,902,341 Increase (decrease) in net assets from operating activities 393,387 (2,328) 391,059 Nonoperating activities:

Gifts and pledges 92,396 92,396 Current year investment returns (8,892)

(29,299) 11,680 (26,511)

Endowment appreciation utilized (57,445)

(57,445)

Changes in funds held by others in perpetuity 207 (107) 100 Write-offs and disposals of assets (5,645)

(5,645)

Nonperiodic change in postretirement benefit plan (101,391)

(101,391)

Actuarial adjustment on annuities payable (2,206)

(983)

(3,189)

Increase (decrease) in net assets from nonoperating activities (173,373)

(31,298) 102,986 (101,685) r" Increase (decrease) in net assets - The Pennsylvania State University 220,014 (33,626) 102,986 289,374 Noncontrolling interest:

Excess of revenues over expenses 599 599 Increase in net assets noncontrolling interest 599 599 Increase (decrease) in total net assets 220,613 (33,626) 102,986 289,973 Net assets at the beginning of the year 5,658,164 694,240 1.331,121 7,683,525 Net assets at the end of the year 5,878,777 660,614 1.434,107 7,973,498 See notes to consolidated financial statements.

10

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENT OF ACTIVITIES FOR THE VEAR ENDED JUNE 30, 2014 (in thousands)

Temporarily Permanently Unrestricted Restricted Restricted Total Operating revenues and other support:

Tuition and fees, net of discounts of $153,724 1,606,079

$ 1,606,079 Commonwealth of Pennsylvania -

Appropriations 275,931 275,931 Special contracts 71,750 71,750 Department of General Services projects 82,337 82,337 United States Government grants and contracts 478,699 478,699 Private grants and contracts 184,722 184,722 Gifts and pledges 104,947 42,672 147,619 Endowment spending 75,383 75,383 Other investment income 113,349 674 114,023 Sales and services of educational activities 66,758 66,758 Recovery of indirect costs 148,988 148,988 Auxiliary enterprises 406,685 406,685 Medical Center revenue 1,470,925 1,470,925 Other sources 18,925 18,925 Net assets released from restrictions 25,649 (25,649)

Total operating revenues and other support 5,131,127 17,697 5,148,824 Operating expenses:

Educational and general -

Instruction 1,186,941 1,186,941 Research 775,321 775,321 Public service 78,960 78,960 Academic support 342,876 342,876 Student services 171,484 171,484 Institutional support 306,833 306,833 Total educational and general 2,862,415 2,862,415 Auxiliary enterprises 366,101 366,101 Medical Center expense 1.351,131 1,351.131 Total operating expenses 4,579,647 4,579,647 Increase in net assets from operating activities 551,480 17,697 569,177 Nonoperating activities:

Gifts and pledges 114,659 114,659 Current year investment returns 279,217 193,815 9,087 482,119 Endowment appreciation utilized (47,077}

(47,077)

Changes in funds held by others in perpetuity 363 1.702 2,065 Write-offs and disposals of assets (5,141)

(5,141}

Nonperiodic change in postretirement benefit plan (126,985}

(126,985}

Actuarial adjustment on annuities payable (2,010)

(12,509)

(14,519)

Increase in net assets from nonoperating activities 100,014 192,168 112,939 405,121 Increase in net assets

• The Pennsylvania State University 651,494 209,865 112,939 974,298 Noncontrolling interest:

Excess of revenues over expenses 130 130 Increase in net assets noncontrolling interest 130 130 Increase in total net assets 651,624 209,865 112,939 974,428 Net assets at the beginning of the year 5,006,540 484,375 1,218,182 6,709,097 Net assets at the end of the year 5,658,164 694,240 1,331,121

$ 7,683,525 See notes to consolidated financial statements.

11

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2015 AND 2014 (in thousands)

June 30, 2015 June 30, 2014 Cash flows from operating activities:

Increase in net assets 289,973 974.428 Adjustments to reconcile change in net assets to net cash provided by operating activities:

Actuarial adjustment on annuities payable 3,282 14,519 Contributions restricted for long-term investment (117,825)

(115,854)

Interest and dividends restricted for long-term investment (25,819)

(60,684)

Net realized and unrealized gains on long-term investments (22,856)

(512,770)

Depreciation expense 295.734 275,369 Amortization expense (119) 536 (Gain)/loss on early extinguishment of debt (1.722) 25 Write-offs and disposals of assets 5,203 4,693 Contributions of land, buildings and equipment (2,528)

(27,089)

Buildings and equipment provided by Pennsylvania Department of General Services (222)

Contribution to government student loan funds 154 431 Provision for bad debts 53,341 54, 115 Decrease/(increase) in deposits held for others 47,392 (12,848)

Increase in receivables (32,552)

(132,791)

Increase in inventories (1.412)

(4,013)

Increase in prepaid expenses and other assets (143,214)

(5,725)

Decrease in accounts payable and other accrued expenses (10,894)

(68,638)

Increase in deferred revenue 15,511 1,184 Increase in accrued postretirement benefits 190,680 205,365 Net cash provided by operating activities 542,329 590,031 Cash flows from investing activities:

Purchase of land, buildings and equipment (520,425)

(450,139)

Increase in deposits held by bond trustees (59,159)

Advances on student loans (10,723)

(11,013)

Collections on student loans 9,562 8,983 Proceeds from sale of donated financial assets 504 159 Purchase of investments (11,679,21 O)

(39, 148,432)

Proceeds from sale of investments 11,373,167 38,919,400 Net cash used in investing activities (886,284)

(681,042)

Cash flows from financing activities:

Contributions restricted for long-term investment 117,825 115,854 Interest and dividends restricted for long-term investment 25,819 60,684 Payments of annuity obligations (5.711)

(5,620)

Proceeds from long-term debt 230,883 10,000 Bond issuance costs (201)

Principal payments on long-term debt (194,617)

(45,322)

Proceeds related to government student loan funds, net of collection costs 437 688 Net cash provided by financing activities 174,435 136,284 Net (decrease)/increase in cash and cash equivalents (169,520) 45,273 Cash and cash equivalents at the beginning of the year 1,028,529 983,256 Cash and cash equivalents at the end of the year 859,009 1,028,529 Supplemental disclosures of cash flow information (Note 2)

See notes to consolidated financial statements.

12

THE PENNSYLVANIA STATE UNIVERSITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2015 AND 2014

1. THE UNIVERSITY AND RELATED ENTITIES The Pennsylvania State University ("the University), which was created as an instrumentality of the Commonwealth of Pennsylvania ("the Commonwealth" or "Pennsylvania"), is organized as a non-profit corporation under the laws of the Commonwealth. As Pennsylvania's land grant university, the University is committed to improving the lives of the people of Pennsylvania, the nation and the world through its integrated, tri-part mission of high-quality teaching, research and outreach.

Basis of Presentation I

The financial statements of the University include, on a consolidated basis, the combined financial statements of The Milton S. Hershey Medical Center ("TMSHMC" or "Medical Center"), a not-for-profit corporation, and Penn State Hershey Health System, Inc. ("Health System"), The Corporation for Penn State and its subsidiaries ("the Corporation") and Penn State Health, a Pennsylvania non-profit corporation. See Note 11 for additional information about TMSHMC, Health System and Penn State Health. The Corporation is a non-profit member corporation organized in 1985 for the exclusive purpose of benefiting and promoting the interests of the University, the Corporation's sole member. The Corporation's financial statements consist primarily of the assets and revenues of The Pennsylvania College of Technology ("Penn College"), a wholly-owned subsidiary of the Corporation. All significant transactions between the University, TMSHMC, Penn State Health and the Corporation have been eliminated.

2.

SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The University's consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP).

The Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) is the source of authoritative GAAP.

The University's consolidated financial statements include statements of financial position, activities and cash flows. In accordance with FASB ASC requirements, net assets and the changes in net assets are classified as permanently restricted, temporarily restricted or unrestricted.

Permanently restricted net assets consist primarily of the historical amounts of endowed gifts. Additionally, contributions receivable and remainder interests, which are required by donors to be permanently retained, are included at their estimated net present values.

Temporarily restricted net assets consist of contributions receivable and remainder interests whose ultimate use is not permanently restricted. In addition, the excess of current market value over the historical cost of permanently restricted endowments is classified as temporarily restricted net assets.

Unrestricted net assets are all the remaining net assets of the University.

Net unrealized losses on permanently restricted endowment funds for which historical cost exceeds market value are recorded as a reduction to unrestricted net assets.

Revenue from temporarily restricted sources is reclassified as unrestricted revenue when the circumstances of the restriction have been fulfilled. Donor-restricted revenues whose restrictions are met within the same fiscal year are reported as unrestricted income.

13

Notes to Consolidated Financial Statements Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts on the financial statements and the disclosure of contingencies and commitments. Actual results could differ from those estimates.

Revenue Recognition

• Tuition revenue is recognized in the fiscal year in which the substantial. portion of the educational term occurs.

Institutional financial aid provided by the University for tuition and fees is reflected as a reduction of tuition and fee revenue.

Revenues for auxiliary enterprises are recognized as the related goods and services are delivered and rendered.

Grant revenues are recognized as the eligible grant activities are conducted.

Payments received in advance for tuition, goods and services are deferred.

Unconditional promises to give are recognized as revenues and receivables in the year made and consist of written or oral promises to contribute to the University in the future. Contributions receivable are recorded with the revenue assigned to the appropriate category of restriction. The amounts are present valued based on timing of expected collections.

TMSHMC and Health System have agreements with third-party payors that provide for payments to TMSHMC and Health System at amounts different from their established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges and per diem payments. Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including estimated retroactive adjustments under reimbursement agreements with third-party payors.

In addition, net patient service revenue is net of provision for bad debts of $46.6 million and $50.1 million for the years ended June 30, 2015 and 2014, respectively. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined or such estimates change.

TMSHMC provides care to patients who meet certain criteria under its charity care policy without charge or at amounts less than established rates. The Medical Center does not pursue collection of amounts determined to qualify as charity care; they are not reported as net patient service revenue. The amounts of direct and indirect costs for services and supplies furnished under the Medical Center's charity care policy totaled approximately $20.8 million and $20.2 million for the years ended June 30, 2015 and 2014, respectively, and is based on a ratio of the Medical Center's operational costs to its gross charges. The amount of charges foregone for services and supplies furnished under the Medical Center's charity policy during 2015 and 2014 totaled approximately $61.1 million and $56.3 million, respectively.

Fair Value of Financial Instruments The University has provided fair value estimates for certain financial instruments in the notes to the financial statements. Fair value information presented in the financial statements is based on information available at June 30, 2015 and 2014.

The carrying amounts of cash and cash equivalents, accounts receivable and

• accounts payable and other accrued expenses approximate fair value because of the terms and relatively short maturity of these financial instruments. The carrying values of the University's loans to students are also reasonable estimates of their fair. value, as the total outstanding loans to students as of June 30, 2015 and 2014 have been made at the rates available to students for similar loans at such times. Investments are reported at fair value as disclosed in Note 3. The fair value of the University's bonds payable is disclosed in Note 7. See Note 5 for further discussion of fair value measurements.

Cash Flows The following items are included as supplemental disclosure to the statements of cash flows for the years ended June 30:

(in thousands of dollars)

Interest paid Non-cash acquisitions of land, buildings and equipment 14 2015 46,208 7,437 2014 44,673 38,470

Notes to Consolidated Financial Statements Capitalized costs accrued related to construction are $60.2 million and $46.2 million as of June 30, 2015 and 2014, respectively. TID<es paid for 2015 and 2014 are considered immaterial. Cash and cash equivalents include certain investments in highly liquid instruments with initial maturities of 90 days or less, except for such assets,held by the University's investment managers as part of their long-term investment strategies. Short-term investments include other current investments held for general operating purposes with maturities greater than 3 months but less than 12 months.

Accounts Receivable Accounts receivable, net at June 30 consists of the following:

(in thousands of dollars)

Grants and contracts, net of allowance of $1,211 and $1,211 Patient accounts receivable, net of allowance of $58,212 and $60, 108 Student receivables, net of allowance of $7,287 and $6,689 Investment and interest receivable Other, net of allowance of $5,480 and $4,949 Total accounts receivable, net 167,170 222,476 33,694 81,814 49155 554.309 222,981 172,104 30,946 58,765 42417 527.213 The University maintains allowances for doubtful accounts to reflect management's best estimate of probable losses inherent in receivable balances. Management determines the allowances for doubtful accounts based on known factors, historical experience, and other currently available evidence. Receivables are written off when management determines they will not be collected.

Related to patient accounts receivable associated with services provided to patients who have third-party coverage, management analyzes contractually due amounts and provides an allowance for doubtful accounts (for example, for expected uncollectible deductibles and copayments or for payors who are known to be having financial difficulties that make the realization of amounts due unlikely). For receivables from self-pay patients the Medical Center and Health System records a provision for bad debts in the period of service on the basis of its past experience, which indicates that many patients are unable or unwilling to pay the portion of their bill for which they are financially responsible.

In estimating the allowance for doubtful accounts, account age is taken into consideration. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted is charged off against the allowance for doubtful accounts.

Loans to Students Loans to students are disbursed to qualified students based on need and include loans granted by the University from institutional resources and under federal government loan programs.

Students have a grace period until repayment is required based upon the earlier of graduation or no longer achieving at least half-time enrollment status. The grace period varies depending on the type of loan. Loans accrue interest after the grace period and are repaid directly to the University. Loans to students are uncollateralized and carry default risk. At June 30, 2015 and 2014, student loans represent 0.5% of total assets.

The availability of funds for loans under federal government revolving loan programs is dependent on reimbursements to the pool from repayments of outstanding loans.

Funds advanced by the federal government of $47.1 million and $46.3 million at June 30, 2015 and 2014, respectively, are ultimately refundable to the government and are classified as liabilities in the consolidated statements of financial position. Outstanding loans cancelled under the program result in a reduction of the funds available to loan and a decrease in the liability to the federal government.

15

Notes to Consolidated Financial Statements At June 30, 2015 and 2014, loans to students consisted of the following:

(in thousands of dollars) 2015 2014 Loans to students:

Federal government loan programs:

Perkins loan program 44,541 44,337 Health Professions Student Loans and Loans for Disadvantaged Students 91 117 Federal government loan programs 44,632 44,454 Institutional loan programs 19 667 19,066 64,299 63,520 Less allowance for doubtful accounts:

Balance, beginning of year (2,703)

(3,081)

Provision for doubtful accounts (453}

378 Balance, end of year (3,156}

(2,703}

Loans to students, net 61,143 60,817 Allowances for doubtful accounts are established based on prior collection experience and current economic factors which, in management's judgment, could influence the ability of loan recipients to repay the amounts according to the terms of the loan. Further, the University does not evaluate credit quality of student loans receivable after the initial approval of the loan. Loans to students are considered past due when payment is not received by the due date, and interest continues to accrue until the loan is paid in full or written off. When loans to students are deemed uncollectible, an allowance for doubtful accounts is established. Further, the University does not evaluate the credit quality of the student loans receivable after the initial approval and calculation of the loans.

The University considers the age of the amounts outstanding in determining the collectability of loans to students. The aging of the loans to students based on days delinquent and the related allowance for doubtful accounts at June 30, 2015 and 2014 are as follows:

2015 Loans to students:

Federal government loan programs Institutional loan programs Total loans to students Allowance for doubtful accounts:

Federal government loan programs Institutional loan programs Total allowance for doubtful accounts Total loans to students, net 45 days or less 38,588 17,435 56,023 (in thousands of dollars)76-105 46-75 days days 16 34 13 47 28 12 40 Over 105 days 5,982 2,207 8,189 44,632 19,667 64,299 (872)

(2,284}

{3, 156}

61,143

Notes to Consolidated Financial Statements 2014 Loans to students:

Federal government loan programs Institutional loan programs Total loans to students Allowance for doubtful accounts:

Federal government loan programs Institutional loan programs Total allowance for doubtful accounts Total loans to students, net 45 days or less 38,336 16,598 54,934 (in thousands of dollars)76-105 46-75 days days 34 13 47 19 8

27 Over 105 days 6,065 2447 8,512 44,454 19,066 63,520 (1,297)

(1.406)

(2,703) 60.817 Certain prior year amounts reported above have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported total loans to students for the year ended June 30, 2014. The increase in the over 105 day categories is to conform to the current presentation which is based on aging of the most delinquent loans with the entire balances of such loans reflected as past due.

Inventories Inventories are stated at the lower of cost or market, generally on the first-in, first-out basis.

Investments The University's noncurrent investments represent the University's endowment and other investments held for general operating purposes. The University's investments are reported at fair value in the accompanying financial statements. Investments in equity securities with readily determinable fair values and all investments in debt securities are reported at fair values with gains and losses included in the consolidated statements of activities.

In the management of investments, the University authorizes certain investment managers to purchase derivative securities to attain a desired market position; and the University may directly invest in derivative securities to attain a desired market position. The University does not trade or issue derivative financial instruments other than through the investment management practices noted above. The University records derivative securities at fair value with gains and losses reflected in the consolidated statements of activities.

The estimated fair value amounts for marketable debt, equity and fixed income securities held by the University have been reviewed by the University and determined using available market information as supplied by the various financial institutions that act as trustees or custodians for the University. For non-liquid holdings, generally limited partnership investments in private real estate, venture capital, private equity, natural resources, and private debt, estimated fair value is determined based upon financial information provided by the general partner. This financial information includes assumptions and methods that were reviewed by University management. The University believes that the estimated fair value is a reasonable estimate of market value as of June 30, 2015 and 2014. Because the limited partnerships are not readily marketable, the estimated value is subject to uncertainty and, therefore, may differ from the value that would have been used had a ready market existed, and such differences could be material.

Income on operating investments and income used for the annual distribution under the annual spending policy for endowments are reported in operating revenues within the consolidated statement of activities.

17

Notes to Consolidated Financial Statements Beneficial Interest in Perpetual Trusts The University is the beneficiary of certain perpetual trusts held and administered by outside trustees. The fair value of these trust assets has been recorded as permanently restricted net assets and related beneficial interest in perpetual trusts in the consolidated financial statements.

Investment in Plant Total investment in plant as of June 30 is comprised of the following:

(in thousands of dollars)

Land Buildings Improvements other than buildings Equipment Total plant Less accumulated depreciation Total investment in plant, net 126,790 5,731,089 632,938 1,261,088 7,751,905 (3,563,593)

• 4.188.312 123,532 5,354,902 587,492 1.186,744 7,252,670 (3.308.418) 3,944.252 The value of land, buildings, and equipment is recorded at cost or, if received as gifts, at fair value at date of gift. The University does not capitalize the cost of library books. Depreciation is computed over the estimated useful lives of the assets using the straight-line method. Useful lives range from 4 to 50 years for buildings, 1 O to 20 years for improvements other than buildings, and 1 to 20 years for equipment. Depreciation expense was $295.7 million and $275.4 million for the fiscal years ended June 30, 2015 and 2014, respectively. The University has certain building and equipment lease agreements in effect which are considered capital leases that are included as long-term debt in the statements of financial position. These leases have been capitalized at the lower of fair market value or net present value of the minimum lease payments. Buildings and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease terms or the estimated useful lives of the assets. The capitalized cost and accumulated depreciation of the leases at June 30, 2015 and 2014 was $137.5 million and $57.7 million, and $127.9 million and $42.5 million, respectively.

Accounts Payable and Other Accrued Expenses Accounts payable and other accrued expenses at June 30 consist of the following:

(in thousands of dollars)

. 2015 2014 Accounts payable (non-Medical Center) 301,075 195,910 Medical Center accounts payable and other accrued expenses 230,422 186,570 Accrued payroll and other related liabilities 60,505 89,851 Accrued payment under the Endowment Act (NCAA fine) 12,000 36,000 Accrued bond interest 10,736 13,093 Student deposits 4 764 5 391 Total accounts payable and other accrued expenses

. 6:19.502 m

526,8:15 Certain prior year amounts reported above have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported total accounts payable and other accrued expenses for the year ended June 30, 2014.

In January 2015, the University entered into a Settlement Agreement (the "Agreement") in a lawsuit filed by certain current and former Commonwealth officials against the National Collegiate Athletic Association (NCAA), to which the University had been added as a party. Under the Agreement, the Consent Decree dated July 23, 2012 was repealed. The University simultaneously entered into Superseding Agreement with 18

I i

I f i I

~

Notes to Consolidated Financial Statements the NCAA which stated that the Consent Decree was dissolved. The two Agreements removed the original

$60 million fine and replaced it with University's commitment of $60 million for activities and programs related to child abuse. Under the Agreements, the University will pay to the Commonwealth $48 million, with $36 million paid in 2015 and another $12 million included in accounts payable and other accrued expenses at June 30, 2015. Under the Superseding Agreement, the University will create a $12 million endowment for activities and programs related to child sexual abuse. This amount is included as a permanently restricted net asset at June 30, 2015 and a permanently restricted gift in the consolidated statement of activities.

Impairment of Long-Lived Assets Long-lived assets, which include investment in plant and definite-lived intangible assets, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. An impairment loss is recognized in change in net assets in the period that the impairment occurs.

Asset Retirement Obligations The University has recognized liabilities for asset retirement obligations. The University has identified asbestos abatement and the decommissioning of the Breazeale Nuclear Reactor as conditional asset retirement obligations.

These obligations are reported as part of other noncurrent liabilities within the consolidated statement of financial position. The following table details the change in liabilities for the years ended June 30:

Annuities Payable Balance as of June 30, 2013 Accretion expense Liabilities settled Balance as of June 30, 2014 Accretion expense Liabilities settled Balance as of June 30, 2015 (in thousands of dollars) 65,292 5,229 (4, 188) 66,333 7,242 (1,990) 71,585 Annuities payable consist of annuity payments currently due and the actuarial. amount of,annuities payable.

The actuarial amount of annuities payable is the present value of the aggregate liability for annuity payments over the expected lives of the beneficiaries.

19

Notes to Consolidated Financial Statements Net Assets At June 30, 2015 and 2014, net assets consist of the following:

(in thousands of dollars) 2015 2014 Unrestricted net assets 5,878,777 $

5.658.164 Temporarily restricted net assets Future contributions 121,654 $

132,411 Annuity and life income funds 26,240 32,286 Contributions for property, plant and equipment 12,187 7,863 Term endowments and accumulated endowment gains 500,533 521,680 Si 660,614 31 694,240 Permanently restricted net assets Future contributions 119,822 $

120,832 Annuity and life income funds 25,513 24,829 Student loan funds 16,037 16,165 Perpetual trusts and other funds 22,897 22,340 Endowment funds 1,249,838 1,146,955 1.434,107 $

1,331, 121 Total net assets 7,973,498 $

7,683,525 Income Taxes The University files U.S. federal and state tax returns. The statute of limitations on the University's federal returns generally remains open for three years following the year they are filed. In accordance with ASC 740 Income Taxes Topic, the University continues to evaluate tax positions and has determined there is no material impact on the University financial statements.

Recent Accounting Pronouncements In February 2013, the FASB issued ASU 2013-04, "Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date." This guidance requires entities to measure obligations resulting from the joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This guidance is effective for the University beginning July 1, 2014. The adoption of this guidance did not have a material impact on its consolidated financial statements.

In April 2013, the FASB issued ASU. 2013-06, "Services Received from Personnel of an Affiliate." This update specifies guidance for not-for-profit entities to apply in recognizing and measuring services received from personnel of an affiliate. This guidance is effective for the University beginning July 1, 2014. The adoption of this guidance did not have a material impact on its consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis." This update provides enhanced guidance for entities to apply in performing consolidation analyses.

This guidance is effective for the University beginning July 1, 2016 with early adoption permitted. The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This guidance requires entities to present debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.

This guidance is effective for the University beginning *July 1, 2016 with early adoption permitted. The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." This guidance removes the requirement to 20

Notes to Consolidated Financial Statements categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. In addition, this guidance removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This guidance is effective for the University beginning July 1, 2016 with early adoption permitted. The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory." This guidance requires entities to measure inventory within the scope of the update at the lower of cost and net realizable Value. This guidance is effective for the University beginning July 1, 2017 with early adoption permitted.

The University has not yet evaluated the impact this guidance may have on its consolidated financial statements.

3. INVESTMENTS Investments by major category as of June 30 are summarized as follows:

(in thousands of dollars) 2015 2014 Money markets 361,971 213,878 Fixed income:

U.S. government/agency 1,217,340 1,190,248 U.S. corporate 915,709 803,990 Foreign 250,122 408,364 Other 278,163 169,962 Equities 1,769,561 1,742,632 Private capital 1,275,015 1,155,812 Total 6,067,881 s

5,684,886 Other fixed income investments consist of collateralized mortgage obligations, mortgage-backed securities and asset-backed securities.

Equity investments are comprised of domestic and foreign common stocks. Private capital consists primarily of interests in private real estate, venture capital, private equity, natural resources, private debt, commodities and hedge fund limited partnerships.

Futures contracts, which are fully cash collateralized, comprise the University's directly held derivative instruments at June 30, 2015 and 2014, respectively, are marked to market daily and are included in the fair value of the University's investments. The fair value of derivative instruments is included in the fair value of the University's investments within the money market category. Futures contracts have minimal credit risk because the counterparties are the exchanges themselves. Fully cash collateralized derivative securities comprised $159.9 million, 2.6% of total investments, and $172.8 million, 3.0% of total investments at June 30, 2015 and 2014, respectively. The University's derivatives consist of S&P 500 futures at June 30, 2015 and S&P 500 and Treasury futures at June 30, 2014 and are employed as a low cost, passive investment vehicle with daily liquidity which allows the University to maintain desired market exposure in light of irregular cash flows.

The following schedules summarize the investment return and its classification in the consolidated statement of activities for the years ended June 30:

(in thousands of dollars)

Temporarily Permanently 2015 Unrestricted Restricted Restricted Total Dividends and interest 140,772 1,869 11,680 154,321 Net realized gains 69,673 31,399 101,072 Net unrealized losses (78,565}

(60,698}

(139,263}

Total returns 131,88Q (27,430) 11,68Q s

116, 130 21

Notes to Consolidated Financial Statements (in thousands of dollars)

Temporarily Permanently 2014 Unrestricted Restricted Restricted Total Dividends and interest 141,655 674 9,087 151,416 Net realized gains 45,538 28,535 74,073 Net unrealized gains 233,679 165,280 398,959 Total returns 420,872 194.489 9.087 624.448

4. ENDOWMENT NET ASSETS The University's endowment includes both donor-restricted endowment funds and funds designated to function as endowments. As required by GAAP, net assets associated with endowment funds, including funds designated to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions.

The ASC Not-for-Profit Entities Presentation of Financial Statements Subtopic (ASC Subtopic 958-205) provides guidance on the net asset classification of donor-restricted endowment funds for not-for-profit organizations subject to an enacted version of the Uniform Prudent Management of Institutional Funds Act

("UPMIFA") and improves disclosure about an organization's endowment funds regardless of whether the organization is subject to UPMIFA. *The Commonwealth of Pennsylvania has not adopted UPMIFA but rather has enacted Pennsylvania Act 141 ("PA Act 141"). PA Act 141 permits an organization's trustees to define income as a stipulated percentage of endowment assets (between 2% and 7% of the fair value of the assets averaged over a period of at least three preceding years) without regard to actual interest, dividend, or realized and unrealized gains.

The University has interpreted PA Act 141 to permit the University to spend the earnings of its endowment based on a total return approach, without regard to the fair value of the original gift. As a result of this interpretation, the University classifies as permanently restricted net assets the original value of gifts donated to the permanent endowment, the original value of subsequent gifts to the permanent endowment, and accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. Funds functioning as endowments are established at the direction of University management and are classified as unrestricted net assets due to the lack of external donor restrictions.

Gains and losses attributable to permanent endowments are recorded as temporarily restricted net assets and gains and losses attributable to funds functioning as endowments are recorded as unrestricted net assets.

From time to time, due to unfavorable market fluctuations, the fair value of some assets associated with individual donor-restricted endowment funds may fall below the level that donors require to be retained as a perpetual fund, while other assets are unaffected to the same extent and maintain or exceed the level required. The aggregate amount of deficiencies at June 30, 2015 and 2014 was $1.5 million and $1.0

million, respectively, reported in unrestricted net assets on the consolidated statement of activities. Subsequent investment gains will be used to restore the balance up to the fair market value of the original gift. Subsequent gains above that amount will be recorded as temporarily restricted net assets.

Endowment net asset composition by type of fund as of June 30:

(in thousands of dollars)

Temporarily Permanently 2015 Unrestricted Restricted Restricted Total Donor-restricted endowment funds (1,454) 500,533 1,249,838 1,748,917 Funds functioning as Endowments 619,873 619,873 Total net assets 618,419 500,533 1,249,838 2,368,790 22

Notes to Consolidated Financial Statements (in thousands of dollars) 2014 Donor-restricted endowment funds Funds functioning as endowments Total net assets Unrestricted (959) 596,738 595.779 Temporarily Restricted Permanently Restricted 521,680 1, 146,955 521,680

1. 146.955 Changes in endowment net assets for the years ended June 30:

(in thousands of dollars) 2015 Endowment net assets, beginning of the year Endowment return:

Endowment earnings Net realized gains Net unrealized losses Reclassification of funds with deficiencies Total endowment return Contributions Endowment spending Transfers to create funds functioning as endowments Endowment net assets, end of the year (in thousands of dollars) 2014 Endowment net assets, beginning of the year Endowment return:

Endowment earnings Net realized gains Net unrealized gains Reclassification of funds with deficiencies Total endowment return Contributions Endowment spending Transfers to create funds functioning as endowments Endowment net assets, end of the year Unrestricted 595,779 26,513 68,228 (18,085)

(495) 76 161 (83,958) 30,437 618.419 Unrestricted 518,092 28,306 47,077 63,399 1 571 140,353 (75,383) 12 717 595.779 Temporarily Restricted 521,680 20 31,039 (53,257) 495 (21,703) 556 500.533 Temporarily Restricted 338,970 20 28,374 155, 123 (1,571) 181.946 764 521,680 Permanently Restricted 1, 146,955 4, 191 4191 98,692 1.249.838 Permanently Restricted 1,067,081 3,054 3,054 76,820 1.146,955 1,667,676 596,738 2,264.414 2,264,414 30,724 99,267 (71,342) 58,649 99,248 (83,958) 30,437 2.368.790 1,924,143 31,380 75,451 218,522 325.353 77,584 (75,383) 12 717 2,264.414 The University has adopted investment and spending policies for endowment assets that attempt to provide a relatively predictable stream of funding to programs supported by its endowment while seeking to maintain, over time, the purchasing power of the endowment assets. The overall management objective for the University's pooled endowment funds is to preserve or grow the real (inflation-adjusted) purchasing power of the assets through a prudent long-term investment strategy. This objective would be achieved on a total return basis. Under these policies, as approved by the Board of Trustees and the Penn State Investment Council, the primary investment objective of the University's pooled endowment is to attain a real total return (net of investment management fees) that at least equals a total annual effective spending rate of 5.25% (program spending of 4.5% plus administrative costs of 0. 75%) over the long term.

23

Notes to Consolidated Financial Statements To satisfy its long-term rate,of-return objectives, the University relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized) and current yield (interest and dividends). The University targets diversified asset allocation that places a greater emphasis on equity-based investments to achieve its long-term return objectives within prudent risk constraints. The endowment assets of the University are invested in a broad range of equities and fixed income securities, thereby limiting the market risk exposure in any one institution or individual investment.

The University has a policy of appropriating for distribution each year a certain percentage (4.5% for 2015 and 2014) of its pooled endowment fund's average fair market value over the prior five years preceding the fiscal year in which the distribution is planned. Accordingly, over the long term, the University expects the current spending policy to allow its endowment to provide generous current spending while preserving "intergenerational equity. This is consistent with the University's objective to maintain the purchasing power of the endowment assets held in perpetuity as well as to provide additional real growth through new gifts and investment returns.

5. FAIR VALUE MEASUREMENTS The University utilizes the following fair value hierarchy, which prioritizes into three broad levels, the inputs to valuation techniques used to measure fair value:

Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets as of the measurement date. Such instruments valued at Level 1, primarily consist of securities that are directly held and actively traded in public markets.

Level 2 - Inputs other than unadjusted quoted prices that are observable for the asset or liability, directly or indirectly, including quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Level 2 measures include University interests in certain *debt instruments and commingled investment funds

. which NA V is used as a practical expedient. These funds are redeemable at NAV as of the measurement date, generally within 90 days.

Level 3 - Unobservable inputs that cannot be corroborated by observable market data.

Level 3 instruments primarily consist of investment funds* for which NAV is used as a practical expedient. The University does not have the ability to redeem the funds at NAV as of the measurement date.

In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The University's assessment of significance of a particular item to the fair value measurement in its entirety requires judgment, including consideration of inputs specific to the asset.

24

Notes to Consolidated Financial Statements The following table presents information as of June 30, 2015 about the University's financial assets and liabilities that are measured at fair value on a recurring basis:

Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Assets Inputs Inputs Total (in thousands of dollars)

Level 1 Level2 Level3 Fair Value Assets:

Long-term Investment Pool:

Money markets 119,969 230,018 349,987 Fixed income U.S. government/agency 59,206 27,727 86,933 U.S. corporate 101,055 101,055 Foreign 59,849 128,644 188,493 Other 10,206 10,206 Equities 1,082,042 490, 111 80,837 1,652,990 Private capital 374,977 894,116 1,269,093 Total 1.321.066 1.362,738 974.953 3,658,757 Operating investments:

Money markets 9,555 2,429 11,984 Fixed income U.S. government/agency 678,931 451,476 1,130,407 U.S. corporate 82,979 731,675 814,654 Foreign 11,970 49,659 61,629 Other 19,903 244,409 3,645 267,957 Equities 114,437 2,134 116,571 Private capital 5,922 5,922 Total 917.775 1.479.648 11.701 2.409.124 Deposits held by bond trustees:

Money markets 61,262 61,262 Fixed income U.S. government/agency 448 448 Total 61,262 448 61,710 Beneficial interest in perpetual trusts 15,471 15,471 Liabilities:

Present value of annuities payable 48,721 48,721 25

Notes to Consolidated Financial Statements The following table presents information as of June 30, 2014 about the University's financial assets and liabilities that are measured at fair value on a recurring basis:

Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Assets Inputs Inputs Total (in thousands of dollars)

Level 1 Level2 Level3 Fair Value Assets:

Long-term Investment Pool:

Money markets 48,692 160,388 209,080 Fixed income U.S. government/agency 85,285 24,447 109,732 U.S. corporate 96,171 96,171 Foreign 64,007 187,203 251,210 Other 9,679 9,679 Equities 906,248 588,246 121,186 1,615,680 Private capital 397,295 751,380 1,148,675 Total 1.104,232 1,463.429 872,566 3,440.227 Operating investments:

Money markets 4,592 206 4,798 Fixed income U.S. government/agency 646,086 434,286 144 1,080,516 U.S. corporate 44,646 663,173

.707,819 Foreign 8,070 149,084 157,154 Other 10,627 146,451 3,205 160,283 Equities 124,989 1,963 126,952 Private capital 7137 7137 Total 839,010 1,393.200 12.449 2,244.659 Deposits held by bond trustees:

Fixed income U.S. government/agency m

2,551 m

2,551 Total 2,551 2,551 Beneficial interest in perpetual trusts 15,498 15,498 Liabilities:

Present value of annuities payable 51,151 51,151 The Long-term Investment Pool (L TIP) is a mutual fund-like vehicle used for investing the University's endowment funds, funds functioning as endowments, and other operating funds that are expected to be held long-term. A share method of accounting for the L TIP is utilized by the University. Each participating fund enters into and withdraws from the L Tl P based on monthly share values. At June 30, 2015 and 2014, fair value of endowment funds and funds functioning as endowments within the L TIP totaled $2,395.9 million and $2,294.6 million, respectively. At June 30, 2015 and 2014, fair value of operating funds included in the L TIP totaled $1,262.9 million and $1, 145.6 million, respectively.

26

Notes to Consolidated Financial Statements The following tables present information related to changes in Level 3 for each category of assets and liabilities for year ended June 30, 2015:

(in thousands of dollars)

Assets:

Beginning balance Total realized and unrealized gains/(losses)

Purchases Sales Ending balance Liabilities:

Beginning balance Actuarial adjustment of liability Gifts Sales Ending balance Long-term Investment Pool 872,566 78,420 186,521 (162.554) 974.953 s

Present Value of Annuities Payable 51,151 5,350 1,765 (9,545) 48,721 Beneficial Operating Interest in Investments Pergetual Trusts 12,449 15,498 (896)

(27) 300 (152) s 11,701 s 15,471 The following tables present information related to changes in Level 3 for each category of assets and liabilities for year ended June 30, 2014:

(in thousands of dollars)

Assets:

Beginning balance Total realized and unrealized gains Purchases Sales Ending balance Liabilities:

Beginning balance Actuarial adjustment of liability Gifts Sales Ending balance Long-term Investment Pool 652,079 175,790 175,566 (130.869) 872,566 Present Value of Annuities Payable 42,255 (633) 10,135 (606)

51. 151 Beneficial Operating Interest in Investments Pergetual Trusts 10,320 13,252 1,454 2,035 747 291 (72)

(80) s 12,449 15,498 There were no transfers of assets between Level 3 and Level 2 and between Level 1 and Level 2 in 2015 and 2014.

27

Notes to Consolidated Financial Statements The following table presents the fair value and redemption frequency for those investments whose fair value is not readily determinable and is estimated using the net asset value per share or its equivalent as of June 30, 2015:

Unfunded Redemption Redemption

. (in thousands of dollars)

Fair Value Commitment Frequency Notice Period Commingled Funds:

Quarterly/

Non-U.S. Equity

~

570,948 Daily/Monthly 5-90 days Subtotal 570;948 Marketable Investment Partnerships:

Absolute Return 30,260 Quarterly 60 days Quarterly/

Distressed Debt 56,106 Semi Annual 60-90 days Commodities 99,039 Monthly 30-60 days Opportunistic 175,102 Quarterly 30 days Directional Long/Short 107,327 Monthly 30 days Subtotal 467,834 Non-Marketable Investment Partnerships:

Private Real Estate 103,372 38,678 Venture Capital 269,321 107,731 Private Equity 240,539 219,965 Natural Resources 118,463 86,371 Private Debt 79,006 69,864 Subtotal 810,701 522,609 Total s 1,849,483 s

522,609 The following table presents the fair value and redemption frequency for those investments whose fair value is not readily determinable and is estimated using the net asset value per share or its equivalent as of June 30, 2014:

Unfunded Redemption Redemption (in thousands of dollars)

Fair Value Commitment Frequency Notice Period Commingled Funds:

Quarterly/

Non-U.S. Equity

~

617,223 Daily/Monthly 5-90 days Subtotal 617,223 Marketable Investment Partnerships:

Absolute Return 17, 135 Quarterly 65 days Quarterly/

Distressed Debt 58,506 Semi Annual 60-90 days Commodities 106,388 Monthly 30-60 days Opportunistic 171, 103 Quarterly 30 days Directional Long/Short 62,818 Monthly 30 days Subtotal 415,950 Non-Marketable Investment Partnerships:

Private Real Estate 101,360 45,193 Venture Capital 213,012 112,579 Private Equity 248,263 211,614 Natural Resources 131,240 77,675 Private Debt 45,987 51,040 Subtotal 739,862 498,101 Total s 1/73,035 s

498,101 28

Notes to Consolidated Financial Statements Commingled funds include investments that aggregate assets from multiple investors and are managed collectively following a prescribed strategy. Redemptions vary from daily to quarterly with required notification of 90 days or less. The non-U.S. equity strategy is invested in developed and developing countries outside of the United States, and spans the entire equity capitalization spectrum. These collective portfolios preclude the need to obtain securities registration in foreign countries. One commingled fund has 1 year remaining on a 3-year gate making up approximately 14.2% of commingled portfolio.

Marketable Investment Partnerships include several hedge funds whose underlying positions are traded via public securities markets. Liquidity terms range from quarterly to annually with advance notification for redemption ranging from 30 to 90 days. The fair values of the investments for each fund in this category have been estimated using the net asset value of the L Tl P's shareholdings in the fund. Five major investment strategies are included within this category. Absolute Return refers to relative value strategies. Directional refers to equity long/short strategies in both U.S. and non-U.S. markets. Opportunistic refers to global multi-strategy.

Distressed Debt refers to securities rated below investment grade, along with non-rated debt.

Commodities refer to publicly traded commodity instruments primarily including futures and options.

Nonmarketable Investment Partnerships include limited partnership interests in a variety of illiquid investments. The fair values of the investments for each fund in this category have been estimated using. the net asset value of the L Tl P's ownership interest in partner's capital and cannot be redeemed. Realizations from each fund are received as the underlying investments are liquidated or distributed, typically within 10 years after initial commitment. Unfunded commitments represent remaining commitments of the L Tl P's drawdown funds as of June 30, 2015 and 2014, respectively. Five major investment strategies are included within this category. Private Real Estate includes properties primarily located in the U.S. Venture Capital includes non-public startups and enterprises in early stages of growth located globally. Private Equity includes buyouts of previously public companies as well as enterprises that are planning to go public in the near future, including funds focusing on opportunities outside the U.S.

Natural Resources largely include companies primarily involved in oil and natural gas in addition to a variety of other natural resources. Private Debt includes global private credit securities rated below investment grade as well as non-rated debt.

6.

CONTRIBUTIONS RECEIVABLE Contributions receivable are summarized as follows as of June 30:

rnthousandsofdoUars)

In one year or less Between one year and five years More than five years Contributions receivable, gross Less allowance Less discount Contributions receivable, net 2015 63,293 67,504 126,815 257,612 (6,350)

(60.280) 190,982 2014 71,374 79,253 133.163 283,790 (6,911)

(62,415) 214.464 Contributions receivable are discounted at rates ranging from 0.28% to 2.59% and 0.11% to 2.81% at June 30, 2015 and 2014, respectively. The discount rates for prior periods ranged from 0.15% to 6.28%.

At June 30, 2015 and 2014, the University has received bequest intentions and certain other conditional promises to give of $96.8 million and $98.2 million, respectively. These intentions and conditional promises to give are not included in the consolidated financial statements.

29

Notes to Consolidated Financial Statements The following table summarizes the change in contributions receivable, net during the year ended June 30, 2015:

Balance at the beginning of year New pledges Collections on pledges Decrease in allowance Decrease in unamortized discounts Balance at the end of year

7. LONG-TERM DEBT rnthousandsofdoUars) 214,464 28,244 (54,422) 561 2,135 190.982 The various bond issues and capital lease obligations that are included in long-term debt in the statements of financial position consist of the following at June 30:

(in thousands of dollars) 2015 2014 The Pennsylvania State University Bonds Series 2015A 65,210 Series 2015B 116,955 Series 2010 135,035 135,035 Series 2009A 101,295 107,840 Series 2009B 74,235 74,235 Series 2008A 77,670 77,670 Series 2008B 2,060 3,035 Series 2007 A 87,045 87,595 Series 2007B 57,600 60,630 Series 2005 83,650 Series 2004A 51,475 Refunding Series 2002 9,420 25,960 Pennsylvania Higher Educational Facilities Authority University Revenue Bonds

{issued for The Pennsylvania State UniversiM Series 2006 3,115 3,335 Series 2004 3,395 3,655 Series 2002 3,265 3,650 L~coming County Authority College Revenue Bonds {issued for Penn College)

Series 2015 8,840 Series 2012 24,685 24,685 Series 2011 38,550 39,050 Series 2008 55,000 55,000 Series 2005 10,060 Series 1993 3,500 Total bonds payable 863,375 850,060 Unamortized bond premiums 55,136 35,273 Notes gayable and cagital leases Notes payable 20,000 10,000 Capital lease obligations 83,058 86,155 Total notes payable and capital leases 103,058 96,155 Total long-term debt 3l 1,021,569 3l 981,488 30

Notes to Consolidated Financial Statements Debt issuance Interest rate mode Interest rates The Pennsylvania State University Bonds Series 2015A Fixed 2.00% - 5.00%

Series 20158 Fixed 1.00% - 5.00%

Series 2010 Fixed 3.375% - 5.00%

Series 2009A Fixed 4.00% - 5.00%

Series 20098 Variable 0.29%

Series 2008A Fixed 5.00%

Series 20088 Fixed 3.625% - 3.75%

Series 2007A Fixed

3. 70% - 4.50%

Series 20078 Fixed 5.00% - 5.25%

Refunding Series 2002 Fixed 5.25%

Pennsylvania Higher Education Facilities Authority ("PHEFA") University Revenue Bonds Payment ranges and maturity (in thousands of dollars)

$1,430 to $3,445 through September 2035, with $20,000 due September 2040

$3,580 to $8,435 through September 2035

$3,655 to $6,595 through March 2030, with $21,805 and $44,245 due March 2035 and 2040

$5,540 to $9,320 through March 2029 June 2031

$1,840 to $7,695 through August 2029

$1,010 to $1,050 through August 2016

$565 to $700 through August 2022, with

$11, 115 and $70,905 due August 2028 and 2036

$3, 185 to $5, 955 through August 2027

$4,585 to $4,835 through August 2016

$225 to $280 through 2020, with $1,610 Series 2006 Fixed 4.15% - 5.125%*

due September 2025

$270 to $325 through 2019, with $1,905 Series 2004 Fixed 4.45% - 5.00%*

due September 2024

$405 to $425 due through 2017, with Series 2002 Fixed 4.50% - 5.00%*

$2,435 due March 2022

• Annual interest costs to the Uni\\.13rsity for interest rates greater than 3.00% are subsidized by PHEFA.

Lycoming County Authority College Revenue Bonds Series 2015 Fixed 2.00% - 5.00%

$465 to $1,590 through January 2025 Series 2012 Fixed 2.00% - 5.00%

$410 to $2,635 through May 2032 Series 2011 Fixed 3.00% - 5.50%

$70 to $5,230 through July 2030 Series 2008 Fixed 3.50% - 5.50%

$1,455 to $4, 140 through October 2037 The Series 2015A Bonds are general obligation bonds issued in June 2015 for the purpose of financing various construction and renovation projects. The Series 2015A Bonds are subject to early redemption provisions, at the option of the University, beginning September 2025. The bonds maturing on September 2040 are subject to mandatory sinking fund redemption.

The Series 2015B Bonds are general obligation bonds issued in June 2015 for the purpose of financing the current refunding of all of the Series 2004A Bonds and Series 2005 Bonds. The Series 2015B Bonds are subject to early redemption provisions, at the option of the University, beginning September 2025. The Series 2004A Bonds and Series 2005 Bonds were paid in full during 2015.

The Series 2015 Bonds are Lycoming County Authority (the "Authority") College Revenue Bonds issued by Penn College in June 2015 for the purpose of refunding $9.1 million of the Authority's College Revenue Bonds Series 2005. The Series 2005 Bonds were paid in full during 2015.

The Series 2009B Bonds are currently paying interest on a variable rate basis at a long term rate for the period June 1, 2015 through May 31, 2016. The University has the option to convert to another variable rate (daily, weekly, monthly or flexible) or to a fixed rate basis (such rates are generally determined on a market basis) at respective conversion dates. The bonds currently pay interest at 0.29% with adjustment on the respective date to the rate the remarketing agent believes will cause the bonds to have a market value equal to the principal.

31

Notes to Consolidated Financial Statements The 20098 bondholders have the right to tender bonds on the purchase dates while such bonds bear interest at the daily, weekly or monthly rate.

The 20098 Bonds were issued subject to the self-liquidity program established by the University on the date of issuance pursuant to which the University will provide liquidity for the 2009B Bonds from its general funds in the event of insufficient remarketing proceeds.

• The University has complied with all financial debt covenants for the years ended June 30, 2015 and 2014.

Maturities and sinking fund requirements on bonds payable for each of the next five fiscal years and thereafter are summarized as follows:

2016 2017 2018 2019 2020 Thereafter Annual Installments (in thousands of dollars) 24,295 29,800 25,370 29,530 31,240 723,140

$ 863,375 The fair value of the University's bonds payable is estimated based on current rates offered for similar issues with similar security, terms and maturities using available market information as supplied by the various financial institutions who act as trustees or custodians for the University. At June 30, 2015, the carrying value and estimated fair value of the University's bonds payable, including issuance premiums, are $918.5 million and

$952.0 million, respectively. At June 30, 2014, the carrying value and estimated fair value of the University's bonds payable, including issuance premiums, were $885.3 million and $917.8 million, respectively. Certain bond issues have associated issuance premiums, these issuance premiums total $55.1 million and $35.3 million at June 30, 2015 and 2014, respectively and are presented within the statement of financial position as long-term debt. These issuance premiums will be amortized over the term of the respective outstanding bonds.

Notes payable and capital !eases The University has two notes payable included within the consolidated statements of financial position at June 30, 2015. The first is a $10 million note payable due annually through June 2024 which bears interest at 2.60%.

The first principal payment on this note of approximately $1.0 million is due June 1, 2016. The second is a $10 million note payable due annually through June 2025 which bears interest at 2.85%. The first principal payment on this note of approximately $1.0 million is due June 1, 2017.

The University has certain building and equipment lease agreements in effect which are considered capital

!eases.

Future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of June 30, 2015 are as follows:

Year 2016 2017 2018 2019 2020 Thereafter Total minimum lease payments Less imputed interest Capital !ease obligation Current portion Long-term portio~

32 (in thousands of dollars) 15,208 14,405 11,479 9,005 7,315 125,545 182,957 (99,899) 83,058 8634 74.424

Notes to Consolidated Financial Statements

8. OPERATING LEASES The University has certain lease agreements in effect which are considered operating leases. During the year ended June 30, 2015, the University recorded expenses of $19.2 million for leased equipment and $25.2 million for leased building space. During the year ended June 30, 2014, the University recorded expenses of

$21.0 million for leased equipment and $24.7 million for leased building space.

Future minimum lease payments under operating leases as of June 30, 2015 are as follows:

2016 2017 2018 2019 2020 Thereafter Total minimum lease payments

9. RETIREMENT BENEFITS (in thousands of dollars) 22,477 16,326 12,125 9,596 7,613 31 721 99,858 The University provides retirement benefits for substantially all regular employees, primarily through either contributory defined benefit plans administered by the Commonwealth of Pennsylvania State Employees' Retirement System ("SERS") and The Public School Employees' Retirement System or defined contribution plans administered by the Teachers Insurance and Annuity Association - College Retirement Equity Fund and Fidelity Investments. The University is billed for its share of the estimated actuarial cost of the defined benefit plans ($67.8 million and $50.9 million for the years ended June 30, 2015 and 2014, respectively).

The University's total cost for retirement benefits, included in expenses, is $190.8 million and $168.1 million for the years ended June 30, 2015 and 2014, respectively.

The SERS is the administrator of a cost-sharing, multi-employer retirement system established by the Commonwealth of Pennsylvania to provide pension benefits for employees of state government and certain independent agencies. As provided by statute, the SERS Board of Trustees has exclusive control and management responsibility of the funds and full power to invest the funds. The SERS funding policy provides for periodic member contributions at statutory rates and employer contributions at actuarially determined rates (expressed as a percentage of annual gross pay) that are sufficient to accumulate assets to pay benefits when due. The University's contributions to this plan for the years ended June 30, 2015 and 2014 were $66.4 million and $50.1 million, respectively, and represent approximately 5. 7% of total contributions to the plan based on projections for fiscal year 2015. The plan is funded at less than 65% with the funded ratio of the plan at 59.4%

as of December 31, 2014.

10. POSTRETIREMENT BENEFITS The University sponsors a retiree medical plan covering eligible retirees and eligible dependents. This program includes a Preferred Provider Organization ("PPO") plan for retirees and their dependents who are not eligible for Medicare, a Medicare Advantage PPO plan and a Medicare Supplement plan. In addition, the University provides retiree life insurance benefits at no cost to the retiree.

Employees who were hired prior to January 1, 2010 are eligible for medical coverage and life insurance after they retire if either of the following requirements are satisfied:

they are at least age 60 and have at least 15 years of regular full-time employment and participation in a University-sponsored medical plan immediately preceding the retirement date regardless of age, if they have at least 25 years of regular full-time service. The last 1 O of those 25 years of University service must be continuous and they must participate in a University-sponsored medical plan during the last 10 years immediately preceding the retirement date.

33

Notes to Consolidated Financial Statements The retiree PPO medical plan and the life insurance coverage are self-funded programs, and all medical claims, death benefits and other expenses are paid from the unrestricted net assets of the University. The Medicare Advantage PPO plan and the Medicare Supplement plan are fully insured. The retirees pay varying amounts for coverage under the medical plan.

For those employees who were hired after December 31, 2009, the University will contribute funds each month on their behalf to a retirement healthcare savings plan. This plan is designed to help pay for qualified medical and health-related expenses in retirement, including the purchase of a health insurance policy.

Retirees will be eligible to access their Penn State Retirement Savings Account when they are no longer.

actively employed at Penn State and have satisfied either of the following requirements:

completed 25 years of continuous full-time service and are age 60 or older completed a minimum of 15 years of continuous full-time service and are age 65 or older.

Included in unrestricted net assets at June 30, 2015 and 2014 are the following amounts that have not yet been recognized in net periodic postretirement cost: unrecognized prior service cost (benefit) of ($42.9) million and ($64.6) million and unrecognized actuarial loss of $732.5 million and $652.9 million, respectively.

The following sets forth the plan's benefit obligation, plan assets and funded status reconciled with the amounts recognized in the University's consolidated statements of financial position at June 30:

Change in benefit obligation:

(in thousands of dollars) 2015 2014 Benefit obligation at beginning of year 1,900,406 1,695,041 Service cost 46,800 44,844 Interest cost 78,812 78,696 Actuarial gain (124,016)

(88,390)

Benefits paid (45, 123)

(47,661)

Plan assumptions 234,207 217 876 Benefit obligation at end of year 2.091.086 1,900.406 Change in plan assets:

(in thousands of dollars}

2015 2014 Fair value of plan assets at beginning of year Employer contributions 45, 123 47,661 Benefits paid (45,123)

(47,661)

Fair value of plan assets at end of year Funded status (2,091,086)

(1,900,406)

Unrecognized prior service cost (benefit)

Unrecognized net actuarial loss Accrued postretirement benefit expense (2,091,086)

(1,900.406)

Net periodic postretirement cost includes the following components for the years ended June 30:

(in thousands of dollars) 2015 2014 Service cost 46,800 44,844 l nterest cost 78,812 78,696 Amortization of prior service cost (21,722)

(21,699)

Amortization of unrecognized net loss 30 521 24,200 Net periodic postretirement cost 134.411 126.041 34

Notes to Consolidated Financial Statements The assumed healthcare cost trend rate used in measuring the accumulated postretirement benefit obligation was 7.25% and 7.50% for the years ended June 30, 2015 and 2014, respectively, reduced each year to an ultimate level of 5.00%. The weighted average postretirement benefit obligation discount rate was 4.75% and 4.50% for the years ended June 30, 2015 and 2014, respectively.

If the healthcare cost trend rate assumptions were increased by 1 % in each year, the accumulated postretirement benefit obligation would be increased by $437.5 million and $367.2 million as of June 30, 2015 and 2014, respectively. The effect of this change on the sum of the service cost and interest cost components of the net periodic postretirement benefit cost would be an increase of $29.0 million and $27.4 million as of June 30, 2015 and 2014, respectively. If the healthcare cost trend rate assumptions were decreased by 1 % in each year, the accumulated postretirement benefit obligation* would be decreased by $345.6 million and

$294.3 million as of June 30, 2015 and 2014, respectively. The effect of this change on the sum of the service cost and interest cost components of the net periodic postretirement benefit cost would be a decrease of

$22.1 million and $21.0 million as of June 30, 2015 and 2014, respectively.

Gains and losses in excess of 10% of the accumulated postretirement benefit obligation are amortized over the average future service to assumed retirement of active participants.

Postretirement benefits expected to be paid for the years ended June 30 are as follows:

2016 2017 2018 2019 2020 2021-25 (in thousands of dollars)

$ 53,857 58,787 63,587 68,730 73,716 454,205

11. THE MILTON S. HERSHEY MEDICAL CENTER, PENN STATE HERSHEY HEALTH SYSTEM AND PENN STATE HEALTH The University's wholly-owned subsidiary, TMSHMC, owns the assets of the clinical enterprise of the Hershey Medical Center complex. The University owns the Hershey Medical Center complex, including all buildings and land occupied by the Medical Center and operates the College of Medicine. The clinical facilities of the Hershey Medical Center complex are leased to TMSHMC.

TMSHMC makes certain payments to support the College of Medicine.

The Health System is a corporate investor in healthcare joint ventures, which are supportive of the missions of the Medical Center. The Health System was organized in 1995 as a wholly-owned subsidiary of the Corporation for the purpose of organizing components of an integrated health care delivery system. lhe Health System recorded non-controlling interest related to the acquisition of additional ownership interest in a joint venture. This noncontrolling interest is recorded in the net assets within the consolidated statements of financial position with a value at June 30, 2015 and 2014 of $1,560,000 and $961,000, respectively.

On June 26, 2014, a letter of intent and term sheet ("agreement") was executed between the University, the Medical Center, the Health System and Pinnacle Health System. The purpose of the agreement was to set forth certain non-binding understandings and certain binding agreements between the parties. The intent is to form a new Health Enterprise in central Pennsylvania. This new collaborative innovative enterprise would bring together a high-performing university medical center and a community health system. It would provide increased access to a wider range of services and full spectrum of care to patients over a broad geographic base. Both systems will continue to operate independently and as normal until an integration is finalized and all necessary approvals are obtained. As of June 30, 2015, final approvals had not yet been obtained.

During 2015, Penn State Health (PSH), a Pennsylvania non-profit, was organized, with the University as the sole owner, to provide oversight and governance of an expanded health enterprise. PSH will own in whole or in part health care facilities which could include hospitals, surgery centers, home health providers and similar organizations. On June 30, 2015 PSH received $113.5 million from the University to finance the 35

Notes to Consolidated Financial Statements purchase of St. Joseph Regional Health Network (St. Joseph), a Pennsylvania non-profit (nonstock) corporation and certain of its affiliates, with PSH transferring funds on the same day. The acquisition date of the St. Joseph transaction is July 1, 2015, and with respect to certain limited assets the acquisition date is September 30, 2015. At June 30, 2015, PSH has recorded as prepaid expenses and other assets (current) the amount transferred on June 30, 2015 related to this transaction.

The following table summarizes the consideration paid for St. Joseph and the amounts of certain assets acquired at the acquisition date.

At July 1, 2015:

Preliminary Purchase Price (in thousands of dollars)

Cash Recognized amounts of certain assets acquired Property, plant and equipment Debt-free working capital Net other operating assets and liabilities Intangible assets

$113.548

$75,367 21,649 15,600 932

$113.548 The parties entered into closing agreements on June 30, 2015 and September 30, 2015, providing for final adjustment by November 30, 2015 for calculation of net working capital pursuant to the terms of the member substitution agreement.

The amounts presented above represent the preliminary purchase accounting subject to final adjustment.

12. CONTINGENCIES AND COMMITMENTS Contractual Obligations The University has contractual obligations for the construction of new buildings and for additions to existing buildings in the amount of $912.9 million of which $568.4 million has been paid or accrued as of June 30, 2015. The contract costs are being financed from available resources and from borrowings.

Letters of Credit The University has available letters of credit in the amount of $20.6 million and $19.1 million as of June 30, 2015 and 2014, respectively. These letters of credit are used primarily to comply with minimum state and federal regulatory laws that govern various University activities.

The fair value of these letters of credit approximates contract values based on the nature of the fee arrangements with the issuing banks.

Guarantees The University has a contract with a third party whereby the third party acts as an agent of the University in connection with procurement of electricity. The University guarantees the payment of the obligations of the third party incurred on behalf of the University to counterparties. No liabilities related to guarantees have been recorded as of June 30, 2015.

Self-Insurance The University has a coordinated program of commercial and self-insurance for medical malpractice claims at TMSHMC through the use of a qualified trust and a domestic captive insurance company in combination with a self-insured retention layer and is supplementing this program through participation in the Pennsylvania Medical Care Availability and Reduction of Error Fund ("Mcare Fund"), in accordance with Pennsylvania law.

An estimate of the present value, discounted at 2% for the years ended June 30, 2015 and 2014, respectively, 36

Notes to Consolidated Financial Statements of the medical malpractice claims liability in the amount of $109.1 million and $96.4 million is recorded as of June 30, 2015 and 2014, respectively.

On July 1, 2003, TMSHMC became self-insured for all medical malpractice claims asserted on or after July 1, 2003, for all amounts that are below the coverage of the TMSHMC's excess insurance policies and not included in the insurance coverage of the Mcare Fund.

Under the self-insurance program, TMSHMC is required to maintain a malpractice trust fund in an amount at least equal to the expected loss of known claims.

The balance of this trust fund was $19.9 million and $19.7 million at June 30, 2015 and 2014, respectively.

TMSHMC intends to fund any claims due during the next year from cash flows from operations.

With approval from the Pennsylvania Department of Labor and Industry ("PA-DLI"), the University elected to self-insure potential obligations applicable to Pennsylvanla workers' compensation. Certain claims under the program are contractually administered by a private agency. The University purchased insurance coverage for excess obligations over $600,000 per incident. An estimate of the self-insured workers' compensation claims liability in the amount of $8.6 million and $10.1 million, discounted at 1.60%, is recorded as of June 30, 2015 and 2014, respectively. The University has established a trust fund, in the amount of $13.0 million and

$12.8 million at June 30, 2015 and 2014, respectively, as required by PA-DLI, to provide for the payment of claims under this self-insurance program. TMSHMC is self-insured for workers' compensation claims and, as of June 30, 2015 and 2014, has purchased an excess policy through a commercial insurer which covers individual claims in excess of $750,000 and $500,000 per incident, respectively, for workers' compensation claims.

The University and TMSHMC are self-insured for certain health care benefits provided to employees. The University and TMSHMC have purchased excess policies which cover employee health benefit claims in excess of $600,000 and $550,000 per employee per year, respectively. The University and TMSHMC provide for reported claims and claims incurred but not reported.

Litigation and Contingencies In November 2011, the University was made aware of certain allegations in a Commonwealth of Pennsylvania Grand Jury presentment. Various legal proceedings and investigations have arisen as a result of such allegations, including criminal proceedings against former officers and employees of the University. Certain claims and civil litigation have been filed against the University with anticipation that other complaints could be filed. As of June 30, 2015, the University has paid or accrued $92.8 million for 32 claims with $33.2 million included in institutional support within the consolidated statement of activities for 2015. Additional claims could be paid in the future but without having knowledge of the number and nature of such claims the University is unable to predict the outcome of these matters or the ultimate legal and financial liability and at this time cannot reasonably estimate the possible loss or range of loss. Accordingly, no amounts have been accrued in the financial statements for these claims.

For the years ended June 30, 2015 and 2014, the University has incurred costs totaling $14.7 million and

$15.6 million, respectively, for internal investigation, legal, communications and other related costs. These costs are included in institutional support within the consolidated statement of activities.

The University has submitted claims to insurance carriers at June 30, 2015 related to claims settled and certain legal costs incurred to date. Insurance reimbursements for settlements and legal fees for the years ended June 30, 2015 and 2014 were $8.9 million and $64,000, respectively, with such reimbursements included in other sources of revenue or as a reduction of institutional support within the consolidated statement of activities. Amounts paid directly by insurance carriers for legal expenses for the years ended June 30, 2015 and 2014 totaled $3.6 million and $2.7 million, respectively. Amounts of future insurance reimbursement are unknown as of June 30, 2015 and as a result no insurance recovery accruals have been recorded in the 2015 financial statements.

Based on its operation of the Medical Center (see Note 11 ), the University, like the rest of the healthcare industry, is subject to numerous laws and regulations of federal, state and local governments. Compliance with these laws and regulations can be subject to government review and interpretation, as well as regulatory actions. Recently, government reviews of healthcare providers for compliance with regulations have increased. Although the University believes it has done its best to comply with these numerous regulations, such government reviews could result in significant repayments of previously billed and collected revenues 37

Notes to Consolidated Financial Statements from patient services. Subsequent to June 30, 2015, the University received a notice from the Pennsylvania Department of Public Welfare alleging that the University had been overpaid $11.5 million under the Medicaid program for a prior fiscal period. The University has recorded a liability at June 30, 2015 on the consolidated statements of financial position and a corresponding reduction in Medical Center revenue on the consolidated statement of activity. The University has not received notification of alleged overpayments related to other fiscal periods and is unable to estimate any additional liabilities that may be alleged related to this matter. As permitted in the notification received from the Department of Public Welfare, the University plans to file an appeal of the assessment for overpayment but is unable to determine the likelihood of a successful outcome of its appeal.

On July 12, 2013, the University received a preliminary report from the U.S. Department of Education based on the program review of the University's compliance with the Clery Act, a federal law related to campus safety. The Department of Education will make a final program review determination after the process is complete. The outcome and financial impacts of the program review are unknown as of the date the consolidated financial statements were issued.

Various other legal proceedings have arisen in the normal course of conducting University business. The outcome of such litigation is not expected to have a material effect on the financial position of the University.

13. SUBSEQUENT EVENTS The University has evaluated subsequent events through October 30, 2015, the date on which the consolidated financial statements were issued. It did not identify any subsequent events to be disclosed other than those below or previously noted.

38

THE PENNSYLVANIA STATE UNIVERSITY APPOINTED BY THE GOVERNOR CLIFFORD G. BENSON, JR.

Chief Development Officer Buffalo Sabres KATHLEEN L CASEY Senior Advisor Patomak Global Partners, LLC MARK H. DAMBLY President Pennrose Properties, LLC ALLISON S. GOLDSTEIN Graduate Assistant The Pennsylvania State University TODD L. RUCCI Government and Community Relations Officer PAP Technologies PAUL H. SILVIS Head Coach S~coTek EDWARD "TED" B. BROWN President & CEO KETCHConsulting, Inc.

BARBARA L. DORAN Senior Portfolio Manager Lebenthal Asset Management ROBERT C. JUBELIRER ELECTED BY ALUMNI Partner, Obermayer, Rebmann, Ma>me1J & Hippe!

ALBERT L LORD Marsh Wren, LLC ANTHONY P. LUBRANO President, A.P. Lubrano & Company, Inc.

EMERITI TRUSTEES H. JESSE ARNELLE Attorney CYNTHIA A. BALDWIN Retired Justice Supreme Court of Pennsylvania JAMES S. BROADHURST Chairman Eat'n Park Hospitality Group, Incorporated CHARLES C. BROSIUS Retired President Marlboro Mushrooms WALTER J. CONTI Retired Owner Cross Keys lnn/Pipersville Inn DONALD M. COOK, JR.

Retired President SEMCOR, Incorporated MARIAN U. BARASH COPPERSMITH Retired Chairman of the Board The Barash Group ROBERT M. FREY Attorney-at-Law Frey& Tiley, P.C.

BOARD OF TRUSTEES as of June 30, 2015 MEMBERS EXOFACIO ERIC J. BARRON President The Pennsylvania State University THOMAS W. WOLF Governor Commonwealth of Pennsylvania*

PEDRO A. RIVERA Secretary Pennsylvania Department of Education CYNTHIA A. DUNN Secretary Pennsylvania Department of Conservation and Natural Resources RUSSELL C. REDDING Secretary Pennsylvania Department of Agriculture

'JOHN HANGER Goverl'\\Or's Non-Voting Representati\\1e Secretary of Policy and Planning RYAN J. McCOMBIE Retired, United States Navy WILLIAM F. CLOSEY Independent Consultant/Educational Publishing; Operating Partner, Atlas Advisors ALICE W. POPE Associate Professor Department of Psychology St. John's University ADAMJ. TALIAFERRO Healthcare Alliance liaison Bristol Myers Squibb STEVE A. GARBAN Senior Vice President for Finance and OperationsfTreasurer Emeritus The Pennsylvania State University SAMUEL H. HAYES, JR.

DAVID R. JONES Retired Assistant Managing Editor The New York Times EDWARD P. JUNKER Ill Retired Vice Chairman PNC Bank Corporation ROGER A. MADIGAN Retired State Senator 23rd Senatorial District ROBERT D. METZGAR Fonner President North Penn Pipe & Supply, Incorporated JOEL N. MYERS President AccuWeather, Incorporated ANNE RILEY Teacher BARRY K. ROBINSON Chief Counsel for Economic Affairs U.S. Department of Commerce ELECTED BY BOARD REPRESENTING BUSINESS AND INDUSTRY RICHARD K. DANDREA Attorney Eckert Seamans Cherin & Mellott, llC KENNETH C. FRAZIER Chairman, President & Chief Executive Officer Merck & Company, Incorporated EDWARD R. HINTZ, JR.

President Hin\\z Capital Management, Incorporated IRA M. LUBERT Chairman and Co-Founder, Independence Capital Partners and lubert Adler Partners, LP.

DANIEL S. MEAD Former President Verizon Wireless WALTER C. RAKOWICH Retired Chief Executive Officer Pro log is ELECTED BY DELEGATES FROM AGRICULTURAL SOCIETIES DONALD G. COTNER President Cotner Farms, Inc.

KEITH W. ECKEL Sole Proprietor and President Fred W. Eckel and Sons Farms, Incorporated M. ABRAHAM HARPSTER Co-Owner, Evergreen Farms, Inc.

BETSY E. HUBER Immediate Past Master, Pennsylvania State Grange KEITH E. MASSER Chairman & Chief Executive Officer Sterman Masser, Incorporated CARL T. SHAFFER President Pennsylvania Fann Bureau L J. ROWELL, JR.

Retired Chairman and Chief Executive Officer Provident Mutual life Insurance CECILE M. SPRINGER President, Springer Associates PAUL V. SUHEY Orthopedic Surgeon Martin & Suhey Orthopedics HELEN D. WISE Fonner Deputy Chief of Staff for Programs and Secretary of the Cabinet Governor's Office BOYDE. WOLFF Retired, Owner and Operator Wolfden Farms QUENTIN E. WOOD Retired Chairman of the Board and Chief Executive Officer Quaker State Corporation EDWARD P. ZEMPRELLI Attorney

This publication is available in alternative media on request.

The University is committed to equal access to programs, facilities, admission and employment for all persons. It is the policy of the University to maintain an environment free of harassment and free of discrimination against any person because of age, race, color, ancestry, national origin, religion, creed, service in the uniformed services (as defined in state and federal law), veteran status, sex, sexual orientation, marital or family status, pregnancy, pregnancy-related conditions, physical or mental disability, gender, perceived gender, gender identity, genetic information or political ideas. Discriminatory conduct and harassment, as well as sexual misconduct and relationship violence, violates the dignity of individuals, impedes the realization of the University's educational mission, and will not be tolerated. Direct all inquiries regarding the nondiscrimination policy to Dr. Kenneth Lehrman Ill, Vice Provost for Affirmative Action, Affirmative Action Office, The Pennsylvania State University, 328 Boucke Building, University Park, PA 16802-5901, Erriail: kfl2@psu.edu, Tel (814) 863-0471.

ATTACHMENT B - Penn State University Self-Guarantee Agreement

The Pennsylvania State University Financial Assurance for Cost of Decommissioning Activities Self-Guarantee Agreement with the Nuclear Regulatory Commission December 22, 2015 (Source: NUREG-1757, Vol. 3, Rev 1, Appendix A, Section A.9.12)

Guarantee made by The Pennsylvania State University, a nonprofit university, organized under the laws of the Commonwealth of Pennsylvania, herein referred to as "guarantor," to the U.S.

Nuclear Regulatory Commission, on behalf of the university as licensee.

The following licenses are covered under this guarantee:

License numbers: R-2 SNM-95 Breazeale Nuclear Reactor Penn State University Docket 050-00005 Docket 070-00113 Recitals

1.

The guarantor has full authority and capacity to enter into this self-guarantee by the bylaws of the Trustees of the Pennsylvania State University.

2.

This self-guarantee is being issued to comply with regulations issued by NRC, an agency of the U.S. Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974. NRC has promulgated regulations in Title 10, Chapter I of the Code of Federal Regulations, Parts 30, 50, and 70, which require that a holder of, or an applicant for, a materials license issued pursuant to 10 CFR Parts 30, 50, and 70 provide assurance that funds will be available when needed for required decommissioning activities.

3.

The self-guarantee is issued to provide financial assurance for decommissioning activities for the licenses and facilities shown. The decommissioning costs for these activities are as follows:

Certified Amounts or

.License#

License Description Current Cost (Docket#)

and Method Estimates - 2015 Research Reactor 12/18/13 base estimate of R-2

$16,031,304 plus 5% per year compounded

$17,674,512 (050-00005) increase.

SNM-95 Special Nuclear Material 12/18/13 base (070-00113) estimate of $356, 776 plus 5% per year

$393,346 compounded increase.

Sub total

$18,067,858

25% contingency fund

$4,516,965 Total Estimated Costs:

$22,584,823

4.

The guarantor meets or exceeds the following financial test criteria for a nonprofit university that issues bonds, and agrees to comply with all notification requirements as specified in 10 CFR 3 0 and 10 CFR 3 0 Appendix E.

Financial Test: The current rating for our most recent uninsured, uricollateralized, and*

unencumbered.bond issuance is AA as issued by Standai*d & Poor's and Aa2 as issued by Moody's.

5.

The guarantor does not have a parent company holding majority control of its voting stock.

6.

Decommissioning activities as used below refer to the activities required by 10 CFR Paii 30, 50, and 70 for decommissioning of the facilities identified above.

7.

Pursuant to the guarantor's authority to enter into this guarantee, the guarantor guarantees to the NRC that the guarantor shall:

(a)

Carry out the required decommissioning activities, as required by the licenses listed above.

8.

The guarantor agrees to submit revised financial statements, finai1cial test data; and an auditor's special rep01i and reconciling schedule annually within 180 days of the close of its fiscal year.

9.

Not applica~le.

10.

The guarantor agrees that if, at the end of any fiscal year before termination ofthis self-guarantee, it fails to meet the self-guarantee financial test criteria, it shall send within 90 days of the end of the fiscal year, by certified mail, notice to the NRC that it intends to provide alternative financial assurance as specified in 10 CPR Part 30, 50, or 70. Within 120 days after the end of the fiscal year, the guarantor shall establish such financial assurance.

11.

The guarantor also agrees to notify the NRC in writing in advance of any proposed change in or transfer of ownership of the licensed activity and to maintain this guarantee until the new licensee provides alternative financial assurance acceptable to the beneficiary.

12.

The guarantor agrees that if it determines, at any time other than as described in Recital 10, that it no longer meets the self-guarantee financial test criteria or it is disallowed from continuing as a self-guarantor, it shall establish alternative financial assurance as specified in 10 CPR Parts 30, 50, or 70 within 30 days.

13.

The guarantor, as well as its successors and assigns and agrees to remain bound 2

jointly and severally under this guarantee notwithstanding any or all of the following:

amendment or modification of the license or NRC-approved decommissioning funding pla_n for that facility, the extension or reduction of the time of performance of required activities, or any other modification or alteration of an obligation of the licensee pursuant to 10 CFR Parts 30, 50, or 70.

14.

The guarantor agrees that it shall be liable for all litigation costs incurred by the NRC in any successful effort to enforce the agreement against the guarantor. Such litigation costs shall not be de.ducted from or otherwis'e reduce the financial assurance provided by this guarantee.

15.

The guarantor agrees to remain bound under this self-guarantee for as long as it, as licensee, must comply with the applicable financial assurance requirements of 10 CFR Part 30, 50, or 70, for the previously listed facilities, except that the.guarantor may cancel this self-guarantee by sending notice by certified mail to the NRC, such cancellation to become effective not before an alternative financial assurance mechanism has been put in place by the guarantor.

16.

The guarantor agrees that if it, as licensee, fails to provide alternative financial assurance as specified in 10 CFR Part 30, 50, or 70 and obtain written approval of such assurance from the NRC within 90 days after a notice of cancellation by the guarantor is received by the NRC from the guarantor, the guarantor shall make full payment under the self-guarantee.

17.

The guarantor expressly waives notice of acceptance of this self-guarantee by the NRC. The guarantor also expressly waives notice of amendments or modifications of the decommissioning requirements.

18.

If the guarantor files financial reports with the U.S. Securities and Exchange Commission, then it shall promptly submit them to its independent auditor and to NRC during each year in which this self guarantee is in effect.

19.

The guarantor agrees that if the guarantor admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors, or any proceeding is instituted by or against the guarantor seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for the guarantor or for any substantial part of its property, or the guarantor takes any action to authorize or effect any of the actions stated in this paragraph, then the Commission may:

(a)

Declare that the financial assurance guaranteed by the guarantee agreement is immediately due and payable to the standby trust set up to protect the public health and safety and the environment, without diligence, presentment, demand, protect, or any other notice of any kind, all of which a,re expressly.

3

waived by guarantor; and (b)

Exercise any and all of its other rights under applicable law.

20.

The guarantor agrees to notify the NRC, in writing, immediately following the filing of a voluntary or involuntary petition for bankruptcy under any chapter of Title 11 (Bankruptcy) of the United States Code, or the occurrence of any other event listed in paragraph 19 of this guarantee and by or against the guarantor; the licensee; an entity (as that term is defined in 11 U.S.C. 101(14)) controlling the licensee or listing the license or licensees as property of the estate; or an affiliate (as that term is defined in 11 U.S.C. 101(2)) of the licensee. This notification must include: a description of the event, including major creditors, the amounts involved, and the*

actions taken to assure that the amount of funds guaranteed by the guarantee for decommissioning will be transferred to the standby trust as soon as possible; if a petition of bankruptcy was filed, the identity of the bankruptcy court in which the petition for bankruptcy was filed; and the date of filing of any petitions.

21.

Not applicable.

22.

J:he guarantor agrees that if, at any"time before termination of this self-guarantee, its most recent bond issuance ceases to be rated in any category of A- and above by Standard and Poor's or in any category of "A3" and above by Moody's, the licensee will notify the Commission in writing within 20 days after publication of the change by the rating service.

I hereby certify that this self-guarantee is true and correct to the best of my knowledge.

Effective date:

12/22/2015 Pennsylvania State University:

Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller Signatme of witness or notary:

~(\\J'.l Q -~

D 4

v PennState Joseph J. Doncsecz Associate Vice President and Corporate Controller AFFIDAVIT The Pennsylvania State University 4080ldMain University Park, PA 16802-1503 (814) 865-1355 FAX: (814) 863-0701 December 22, 2015 (1) I am the Associate Vice President for Finance and Corporate Controller of The Pennsylvania State University (the "University"), and as such, I have been specifically delegated the function of reviewing confidential information sought to be withheld from public disclosure in connection with the University submittals to the Nuclear Regulatory Commission (the "Commission"), and am authorized to apply for its withholding on behalf of the University.

(2) I am making this Affidavit in conformance with the provisions of 10 CFR Section 2.390 of the Commission's regulations and in conjunction with the University's submission of the Independent Accountant's Report on Applying Agreed-Upon Procedures for the year ended June 30, 2015 related to the University's annual financial test and self-guarantee.

(3) Pursuant to the provisions of paragraph (b)(4) of Section 2.390 of the Commission's regulations, the following is furnished for consideration by the Commission in determining whether the information sought to be withheld from public disclosure should be withheld.

(i) The information sought to be withheld from public disclosure is owned and has been held in confidence by the University.

(ii) The information, off-balance sheet exposures disclosed within the Independent Accountant's Report on Applying Agreed-Upon Procedures for the year ended June 30, 2015 sought to be withheld from public disclosure is not available in public sources and is not required to be disclosed by the University for purposes other than as part of the Independent Accountant's Report on Applying Agreed-Upon Procedures for Commission purposes related to Appendix E to 10 CFR Part 30.

(iii) The information is being transmitted to the Commission in confidence and, under the provisions of 10 CFR 2.390; it is to be received in confidence by the Commission.

The facts set forth in this Affidavit are true and correct to the best of my knowledge, information, and belief.

H-J-~

Joseph J. Doncsecz Associate Vice Presiderit for Finance and Corporate Controller The Pennsylvania State University Transmitted herewith are proprietary versions of documents furnished to the NRC in connection with requirements of Appendix E to 10 CFR Part 30 for Commission review and approval. Non-proprietary versions of the documents are not provided as they essentially would consist of blank pages.