ML14015A390

Attachment a: Penn State University Audited Financial Statements

ML14015A390
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Site:	Pennsylvania State University, 07000113
Issue date:	06/30/2013
From:	Pennsylvania State Univ, University Park, PA
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0 CI /V,,l C(o ATTACHMENT A - Penn State University Audited Financial Statements

PENNSTATE Audited Financial Statements The Pennsylvania State University Fiscal Year Ended June 30, 2013

THE PENNSYLVANIA STATE UNIVERSITY UNIVERSITY OFFICERS as of November 1, 2013 RODNEY A. ERICKSON President DAVID J. GRAY Senior Vice President for Finance and Business/Treasurer NICHOLAS P. JONES Executive Vice President and Provost RODNEY P. KIRSCH Senior Vice President for Development and Alumni Relations HAROLD L. PAZ 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

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

OPERATING REVENUES BY SOURCE ($4.9 billion)

For the Year Ended June 30, 2013

($ in Millions)

Government grants and contracts

$619.1 (12.7%)

Private gifts, grants and contracts Medical Center $273.9

$1372.5 (5.6%)

(28.2%) /

Commonwealth of Pennsylvania appropriation

$272.4 (5.6%)

Endowment spending and other investment income

$172.1 (3.5%)

Recovery of indirect costs

$153.7 (3.1%)

Other sources

$82.1 (1.7%)

Tuition and fees, net of discount

$1,549.0 (31.8%)

2

OPERATING EXPENSES BY FUNCTION ($4.5 billion)

For the Year Ended June 30, 2013

($ in Millions)

Research

$806.4 (18.1%)

Auxiliary enterprises Medical Center $347.6

$1,232.7 (7.8%)

(27.6%)

Academic support

$327.3 (7.3%)

Student services

$167.1 (3.7%)

Instruction

$1,129.4 (25.3%)

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This Page is Intentionally Blank.

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(814) 865-1355 PENNSTATE (814) 863-0701 Vg Joseph J. Doncsecz Associate Vice President for Finance and Corporate Controller The Pennsylvania State University 408 Old Main University Park, PA 16802-1505 November 1, 2013 Dr. Rodney A. Erickson, President The Pennsylvania State University

Dear Dr. Erickson:

The audited consolidated financial statements of The Pennsylvania State University and subsidiaries (the "University") for the fiscal years ended June 30, 2013 and 2012 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 Deloitte & 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 David J. Gray Senior Vice President for Finance and Business, and Treasurer An Equal Opportunity University 5

eloitte Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103-3984 USA Tel: 215 246 2300 Fax: 215 569 2441 www~deloitte~com REPORT INDEPENDENT AUDITORS' To the Board of Trustees of the Pennsylvania State University University Park, Pennsylvania 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, 2013 and 2012, 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 Company'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 Company'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 6 Deloitte Touche Tohmatsu

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, 2013 and 2012, 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.

November 1, 2013 7

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ASSETS JUNE 30, 2013 AND 2012 (in thousands)

June 30, 2013 June 30, 2012 Current assets:

Cash and cash equivalents $ 983,256 $ 1,599,863 Short-term investments 200,273 256,882 Deposits held for others 44,166 26,016 Accounts receivable, net of allowances of $66,974 and $62,217 492,404 383,173 Contributions receivable, net 50,411 67,038 Loans to students, net of allowances of $584 and $486 10,683 10,317 Inventories 31,406 30,769 Prepaid expenses and other assets 115,463 94,562 Total current assets 1,928,062 2,468,620 Noncurrent assets:

Deposits held by bond trustees 2,551 2,551 Contributions receivable, net 127,726 117,375 Loans to students, net of allowances of $2,497 and $2,247 48,161 47,693 Deferred bond costs, net 5,181 6,241 Total investment inplant, net 3,730,764 3,547,803 Beneficial interest inperpetual trusts 13,252 12,891 Investments 4,816,961 3,794,668 Other assets 17,958 23,147 Total noncurrent assets 8,762,554 7,552,369 Total assets See notes to consolidated financial statements.

8

THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF FINANCIAL POSITION LIABILITIES AND NET ASSETS JUNE 30, 2013 AND 2012 (in thousands)

June 30, 2013 June 30, 2012 Current liabilities:

Accounts payable and other accrued expenses $ 660,096 $ 524,705 Deferred revenue 264,727 244,104 Long-term debt 43,650 44,671 Present value of annuities payable 5,276 5,536 Accrued postretirement benefits 51,390 42,470 Total current liabilities 1,025,139 861,486 Noncurrent liabilities:

Deposits held incustody for others 50,804 47,556 Deferred revenue 6,969 9,487 Long-term debt 961,758 1,108,035 Present value of annuities payable 36,979 37,631 Accrued postretirement benefits 1,643,651 1,822,429 Refundable United States Government student loans 45,300 44,478 Other liabilities 210,919 222,889 Total noncurrent liabilities 2,956,380 3,292,505 Total liabilities 3,981,519 4,153,991 Net assets:

Unrestricted -

Undesignated 1,635 1,617 Designated for specific purposes 2,757,846 2,193,627 Net investment in plant 2,246,228 2,044,408 Total unrestricted - The Pennsylvania State University 5,005,709 4,239,652 Noncontrolling interest 831 774 Total unrestricted 5,006,540 4,240,426 Temporarily restricted 484,375 482,208 Permanently restricted 1,218,182 1,144,364 Total net assets 6,709,097 5,866,998 Total liabilities and net assets $10.690.616 $ 10.020.989 See notes to consolidated financial statements.

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THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2013 (in thousands)

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

Tuition and fees, net of discounts of $127,987 $ 1,548,974 $ $ $ 1,548,974 Commonwealth of Pennsylvania -

Appropriations 272,431 272,431 Special contracts 65,712 65,712 Department of General Services projects 49,890 49,890 United States Government grants and contracts 503,517 503,517 Private grants and contracts 182,661 19) rel Gifts and pledges 74,454 16,827 91,281 Endowment spending 71,459 - -71,459 Other investment income 100,094 592 100,686 Sales and services of educational activities 66,054 - -66,054 Recovery of indirect costs 153,662 153,662 Auxiliary enterprises 378,290 378,290 Medical Center revenue 1,372,500 1,372,500 Other sources 15,998 - -15,998 Net assets released from restrictions 76,783 (76,783) -

Total operating revenues and other support 4,932,479 (59,3641 4,873,115 Operating expenses:

Educational and general -

Instruction 1,129,431 - - 1,129,431 Research 806,333 806,333 Public service 82,221 82,221 Academic support 327,327 327,327 Student services 167,061 167,061 Institutional support 376,602 376,602 Total educational and general 2,888,975 2,888,975 Auxiliary enterprises 347,606 347,606 Medical Center expense 1,232,710 1,232,710 Total operating expenses 4,469,291 4,469,291 Increase/(decrease) in net assets from operating activities 463,188 (59,364) 403,824 Nonoperating activities:

Gifts and pledges - 68,521 68,521 Current year investment returns 56,633 62,315 8,103 127.051 Endowment appreciation utilized (35,180) S- (35.180)

Changes in funds held by others in perpetuity 424 353 777 Write-offs and disposals of assets (2,000) - - (2,000)

Nonperiodic change in postretirement benefit plan 283,416 283,416 Actuarial adjustment on annuities payable (1,208) (3,159) (4,367 Increase in net assets from nonoperating activities 302,869 61,531 73,818 438,218 Increase in net assets- The Pennsylvania State University 766,057 2,167 73,818 842.042 Noncontrolling interest:

Excess of revenues over expenses 57 57 Increase in net assets noncontrolling interest 57 57 Increase in total net assets 766,114 2,167 73,818 842,099 Net assets at the beginning of the year 4,240,426 482,208 1.144,364 5,866,998 Net assets at the end of the year $ 5,006,540 $ 484,375 $ 1,218,182 $ 6,709,097 See notes to consolidated financial statements.

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THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2012 (in thousands)

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

Tuition and fees, net of discounts of $121,979 $ 1,508,843 $ $ 1,508,843 Commonwealth of Pennsylvania -

Appropriations 261,046 261,046 Special contracts 67,949 67,949 Department of General Services projects 28,142 28,142 United States Government grants and contracts 476,987 476,987 Private grants and contracts 173,401 173,401 Gifts and pledges 80,765 9.927 90,692 Endowment spending 70,843 70,843 Other investment income 59,303 553 59,856 Sales and services of educational activities 60,297 60,297 Recovery of indirect costs 151,452 151.452 Auxiliary enterprises 377,375 377.375 Medical Center revenue 1,261,690 1,261,690 Other sources 28,438 28,438 Net assets released from restrictions 55,669 (55,669)

Total operating revenues and other support 4,662.200 (45,189) 4,617,011 Operating expenses:

Educational and general -

Instruction 1,080,767 1,080,767 Research 756,608 756,608 Public service 87,212 87,212 Academic support 304,846 304,846 Student services 158,649 158,649 Institutional support 277,147 277,147 Total educational and general 2.665,229 2,665,229 Auxiliary enterprises 387,120 387,120 Medical Center expense 1,195,695 1,195.695 Total operating expenses 4,248,044 4,248,044 Increasel(decrease) in net assets from operating activities 414,156 (45,189) 368.967 Nonoperating activities:

Gifts and pledges 33,653 33.653 Current year investment returns 49,555 (27,795) 5,125 26,885 Endowment appreciation utilized (33,131) (33,131)

Changes in funds held by others in perpetuity 375 51 426 Write-offs and disposals of assets (6,407) (6.407)

Nonperiodic change in postretirement benefit plan (295,287) (295,287)

Actuarial adjustment on annuities payable (558) (3,736) (4,294 (Decrease)/increase in net assets from nonoperating activities (285,2701 (27,978) 35,093 (278,155)

Increase/(decrease) in net assets - The Pennsylvania State University 128.886 (73.167) 35,093 90,812 Noncontrolling interest:

Excess of revenues over expenses 80 - - 80 Increase in net assets noncontrolling interest 80 - - 80 Increase/(decrease) in total net assets 128,966 (73,167) 35,093 90,892 Net assets at the beginning of the year 4,111,460 555,375 1,109,271 5,776,106 Net assets at the end of the year $ 4,240,426 $ 482,208 $ 1,144,364 $ 5,866,998 See notes to consolidated financial statements.

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THE PENNSYLVANIA STATE UNIVERSITY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2013 AND 2012 (in thousands)

June 30, 2013 June 30, 2012 Cash flows from operating activities:

Increase in net assets $ 842,099 $ 90,892 Adjustments to reconcile change in net assets to net cash provided by operating activities:

Actuarial adjustment on annuities payable 4,366 4,294 Contributions restricted for long-term investment (100,126) (97,224)

Interest and dividends restricted for long-term investment (61,553) (23,206)

Net realized and unrealized gains on long-term investments (132,907) (37,231)

Depreciation expense 251,407 242,531 Amortization expense 480 505 (Gain)/loss on early extinguishment of debt (213) 567 Write-offs and disposals of assets 16,000 6,407 Contributions of land, buildings and equipment (14,821) (2,755)

Buildings and equipment provided by Pennsylvania Department of General Services (1,293)

Contribution to government student loan funds 154 154 Provision for bad debts 49,433 57,555 Increase indeposits held for others (40,601) (1,563)

Increase in receivables (90,238) (44,410)

(Increase)/decrease ininventories (503) 4,821 Decrease/(increase) in prepaid expenses and other assets 14,598 (4,164)

Increase in accounts payable and other accrued expenses 80,820 125,353 Increase in deferred revenue 18,564 8,424 (Decrease)/increase inaccrued postretirement benefits (169,858) 385,855 Net cash provided by operating activities 665,808 716,805 Cash flows from investing activities:

Purchase of land, buildings and equipment (434,933) (402,654)

Decrease in deposits held by bond trustees 57,100 Advances on student loans (9,836) (10,482)

Collections on student loans 8,320 7,025 Decrease in investments held under securities lending program 219,524 Decrease in liability under securities lending program (219,524)

Purchase of investments (40,907,840) (34,460,283)

Proceeds from sale of investments 40,068,438 34,056,053 Net cash used in investing activities (1,275,851) (753,241)

Cash flows from financing activities:

Contributions restricted for long-term investment 100,126 95,934 Interest and dividends restricted for long-term investment 61,553 23,206 Payments of annuity obligations (5,297) (5,558)

Proceeds from issuance of bonds 26,256 Bond issuance costs (301)

Principal payments on notes, bonds and capital leases (163,604) (72,864)

Proceeds related to government student loan funds, net of collection costs 658 611 Net cash (used in)/provided by financing activities (6,564) 67,284 Net (decrease)/increase in cash and cash equivalents (616,607) 30,848 Cash and cash equivalents at the beginning of the year 1,599,863 1,569,015 Cash and cash equivalents at the end of the year $ 983,256 $ 1,599,863 Supplemental disclosures of cash flow information (Note 2)

See notes to consolidated financial statements.

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THE PENNSYLVANIA STATE UNIVERSITY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2013 AND 2012

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 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") and The Corporation for Penn State and its subsidiaries ("the Corporation"). See Note 11 for additional information about TMSHMC and the Health System. 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 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.

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Notes to Consolidated FinancialStatements 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 $43.6 million and $51.6 million for the years ended June 30, 2013 and 2012, 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 $20.0 million and $17.6 million for the years ended June 30, 2013 and 2012, 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 2013 and 2012 totaled approximately $54.9 million and $51.7 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, 2013 and 2012. 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, 2013 and 2012 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.

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Notes to ConsolidatedFinancialStatements 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) 2013 2012 Interest paid $ 46,798 $ 48,569 Taxes paid 7 1,500 Non-cash acquisitions of land, buildings and equipment 32,723 11,638 Capitalized construction costs accrued are $44.8 million and $61.3 million as of June 30, 2013 and 2012, respectively. 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 three months but less than 12 months.

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

(in thousands of dollars) 2013 2012 Grants and contracts, net of allowance of $1,241 and $1,241 $ 166,963 $ 149,397 Patient accounts receivable, net of allowance of $54,759 and $51,544 173,582 146,034 Student receivables, net of allowance of $6,434 and $5,418 33,178 42,805 Investment and interest receivable 78,419 16,967 Other, net of allowance of $4,540 and $4,014 40,262 27,970 Total accounts receivable, net 492$404 $ 383173 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, 2013 and 2012, respectively, student loans represent 0.6% of total assets.

15

Notes to ConsolidatedFinancialStatements 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 $45.3 million and $44.5 million at June 30, 2013 and 2012, 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.

At June 30, 2013 and 2012, loans to students consisted of the following:

(in thousands of dollars) 2013 2012 Loans to students:

Federal government loan programs:

Perkins loan program 42,789 $ 42,294 Health Professions Student Loans and Loans for Disadvantaged Students 197 285 Federal government loan programs 42,986 42,579 Institutional loan programs 18,939 18,164 61,925 60,743 Less allowance for doubtful accounts:

Balance, beginning of year (2,733) (2,753)

Provision for doubtful accounts (348) 20 Balance, end of year (3,081) (2,733)

Loans to students, net $ 58.010 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.

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, 2013 and 2012 are as follows:

(in thousands of dollars) 30 days Over or less 31-60 days 61-90 days 91 days Total 2013 Loans to students:

Federal government loan programs $ 41,367 $ 656 $ 86 $ 877 $ 42,986 Institutional loan programs 18,310 280 23 326 18,939 Total loans to students 59,677 936 109 1,203 61,925 Allowance for doubtful accounts:

Federal government loan programs (1,432)

Institutional loan programs (1,649)

Total allowance for doubtful accounts (3,081)

Total loans to students, net &-5&8-844 16

Notes to Consolidated FinancialStatements (in thousands of dollars) 30 days Over or less 31-60 days 61-90 days 91 days Total 2012 Loans to students:

Federal government loan programs $ 41,069 $ 506 $ 111 $ 893 $ 42,579 Institutional loan programs - 17,781 173 28 182 18,164 Total loans to students 58,850 679 139 1,075 60,743 Allowance for doubtful accounts:

Federal government loan programs (1,562)

Institutional loan programs (1171)

Total allowance for doubtful accounts (2.733)

Total loans to students, net 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, 2013 and 2012. 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.

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.

17

Notes to Consolidated FinancialStatements Investment in Plant Total investment in plant as of June 30 is comprised of the following:

(in thousands of dollars) 2013 2012 Land $ 116,050 $ 115,127 Buildings 5,043,463 4,740,770 Improvements other than buildings 559,877 534,029 Equipment 1,100,431 1,032,923 Total plant 6,819,821 6,422,849 Less accumulated depreciation (3,089,057) (2,875,046)

Total investment in plant, net $ 3,730,764 $ 3,547Z80 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, 10 to 20 years for improvements other than buildings, and 1 to 20 years for equipment. Depreciation expense was $251.4 million and $242.5 million for the fiscal years ended June 30, 2013 and 2012, 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 term or the estimated useful life of the asset. The capitalized cost and accumulated depreciation of the leases at June 30, 2013 and 2012 was $135.5 million and $41.8 million, and $108.3 million and $33.4 million, respectively.

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

(in thousands of dollars) 2013 2012 Accounts payable (non-Medical Center) 366,637 $ 246,127 Medical Center accounts payable and other accrued expenses 187,667 177,063 Accrued payroll and other related liabilities 87,300 82,211 Accrued bond interest 13,674 14,398 Student deposits 4,818 4,906 Total accounts payable and other accrued expenses $ 524.705 Asset Retirement Obligations Under ASC 410-20, Asset Retirement and Environmental Obligations - Asset Retirement Obligations, organizations must accrue for costs related to legal obligations to perform certain activities in connection with retirement, disposal, or abandonment of assets. The obligation to perform the asset retirement activity is not conditional even though the timing or method may be conditional.

18

Notes to ConsolidatedFinancialStatements 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:

(in thousands of dollars)

Balance as of June 30, 2011 $ 60,270 Accretion expense 5,430 Liabilities settled (3,766)

Balance as of June 30, 2012 61,934 Accretion expense 7,651 Liabilities settled (4,293)

Balance as of June 30, 2013 $ -65ý292 Annuities Payable 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.

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.

Reclassification Certain 2012 amounts have been reclassified to conform with the 2013 presentation of the nonperiodic change in postretirement benefit plan as a nonoperating activity within the consolidated statement of activities.

As previously Updated presented presentation Chancge Operating expenses:

Educational and general -

Instruction $ 1,234,581 $ 1,080,767 $ (153,814)

Research 777,752 756,608 (21,144)

Public service 101,683 87,212 (14,471)

Academic support 355,795 304,846 (50,949)

Student services 176,398 158,649 (17,749)

Institutional support 314,307 277,147 (37,160)

Total educational and general $ 2,960,516 $ 2,665,229 $ (295,287)

Nonoperating expenses:

Nonperiodic change in postretirement benefit plan $ (295,287) $ (295,287) 19

Notes to ConsolidatedFinancialStatements Recent Accounting Pronouncements In September 2011, the FASB issued ASU 2011-08, Intangibles- Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two step goodwill impairment test described in Topic 350. The guidance provided in this ASU is effective for annual tests performed for fiscal years beginning after December 15, 2011. The adoption of this standard on July 1, 2012 had no impact on financial condition, results of operations or cash flows.

In December 2011, the FASB issued ASU 2011-11, "Disclosures About Offsetting Assets and Liabilities."

This guidance contains new disclosure requirements regarding the nature of an entity's rights of setoff and related arrangements associated with its financial instruments and derivative instruments. This guidance is effective for the University beginning July 1, 2013 and retrospective application is required. The University does not expect this guidance to have an impact on its consolidated financial statements. In January 2013, the FASB issued ASU 2013-01, "Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities." This guidance provides clarification on the scope of the offsetting disclosure requirements in ASU 2011-11. This guidance is effective for the University beginning July 1, 2013 with early adoption permitted. The University does not expect this guidance to have a material impact on its consolidated financial statements.

In October 2012, the FASB issued ASU 2012-05, "Statement of Cash Flows (Topic 230): Not-for-Profit Entities: Classification of the Sale Proceeds of Donated FinancialAssets in the Statement of Cash Flows."

This guidance provides clarification on how entities classify cash receipts arising from the sale of certain donated financial assets in the statement of cash flows. This guidance is effective for the University beginning July 1, 2013 with early adoption permitted. The University does not expect this guidance to have a material impact on its consolidated statement of cash flows.

In February 2013, the FASB issued ASU 2013-04, "ObligationsResulting 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 with early adoption permitted. The University has not yet evaluated the impact this guidance may have 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 after June 15, 2014 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) 2013 2012 Money markets $ 371,987 $ 251,782 Fixed income:

U.S. government/agency 1,174,609 1,230,097 U.S. corporate 706,291 639,456 Foreign 372,515 219,852 Other 146,617 108,140 Equities 1,342,487 887,826 Private capital 902,728 714,397 Total $ 5.017.234 $ 4.051.550 20

Notes to Consolidated FinancialStatements 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, 2013 and 2012, 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 $270.5 Million, 5.4% of total investments, and $175.0 Million, 4.3% of total investments at June 30, 2013 and 2012, respectively. The University's derivatives consist of S&P 500 and Treasury futures 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 2013 Unrestricted Restricted Restricted Total Dividends and interest $ 136,373 $ 592 $ 8,103 $ 145,068 Net realized gains 38,563 21,898 - 60,461 Net unrealized gains 18,070 40,417 58,487 Total returns $ 193.006 $ 62.907 $ 8,10 $ 264"016 (in thousands of dollars) Temporarily Permanently 2012 Unrestricted Restricted Restricted Total Dividends and interest $ 97,015 $ 553 $ 5,125 $ 102,693 Net realized gains/(losses) 44,212 (12,172) - 32,040 Net unrealized gains/(losses) 5,343 (15,623) (10,280)

Total returns 146,570 $ (27.242* $ 512 $ 124,453

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 21

Notes to ConsolidatedFinancialStatements 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, 2013 and 2012 was $2.5 million and $4.9 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 thousandsof dollars) Temporarily Permanently 2013 Unrestricted Restricted Restricted Total Donor-restricted endowment funds $ (2,530) $ 338,970 $ 1,067,081 $ 1,403,521 Funds functioning as endowments 520,622 520,622 Total net assets $ 518,092 S1,924.143a (in thousands of dollars) Temporarily Permanently 2012 Unrestricted Restricted Restricted Total Donor-restricted endowment funds $ (4,935) $ 284,539 $ 1,001,580 $ 1,281,184 Funds functioning as endowments 491,737 491,737

$ 486,802 Total net assets $ 284.539 $ 1.772.921 Changes in endowment net assets for the years ended June 30:

(in thousands of dollars) Temporarily Permanently 2013 Unrestricted Restricted Restricted Total Endowment net assets, beginning of the year $ 486,802 $ 284,539 $ 1,001,580 $ 1,772,921 Endowment return:

Endowment earnings 36,279 80 3,605 39,964 Net realized gains 35,180 21,351 56,531 Net unrealized gains 20,830 34,900 55,730 Reclassification of funds with deficiencies 2,405 (2,405)

Total endowment return 94,694 53,926 3,605 152,225 Contributions 505 61,896 62,401 Endowment spending (71,459) (71,459)

Transfers to create funds functioning as endowments 8,055 8,055 Endowment net assets, end of the year $ 1,06,08 $ 1.924.143 22

Notes to ConsolidatedFinancialStatements (in thousands of dollars) Temporarily Permanently 2012 Unrestricted Restricted Restricted Total Endowment net assets, beginning of the year $ 472,068 $ 314,769 $ 951,006 $ 1,737,843 Endowment return:

Endowment earnings 37,712 74 3,109 40,895 Net realized gains/(losses) 33,131 (12,229) 20,902 Net unrealized losses (4,444) (20,754) (25,198)

Reclassification of funds with deficiencies (1,674) 1,674 Total endowment return 64,725 (31,235) 3,109 36,599 Contributions 1,005 47,465 48,470 Endowment spending (70,843) (70,843)

Transfers to create funds functioning as endowments 20,852 20,852 Endowment net assets, end of the year $ 486.802 $ 284.539 $ 1,001,580 $ 1,772,921 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.

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 2013 and 2012) 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.

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Notes to Consolidated FinancialStatements

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 NAV 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.

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Notes to ConsolidatedFinancialStatements The following table presents information as of June 30, 2013 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 Level 2 Level 3 Fair Value Assets:

Long-term Investment Pool:

Money markets $ 86,754 $ 261,667 $ $ 348,421 Fixed income U.S. government/agency 84,168 29,967 114,135 U.S. corporate 4,229 83,480 87,709 Foreign 60,260 174,985 235,245 Other 8,913 8,913 Equities 822,353 373,406 63,157 1,258,916 Private capital 307,741 588,922 896,663 Total $ 1.057.764 $ 1,240,159 $ 652,079 $ 2,950,002 Operating investments:

Money markets $ 23,360 $ 206 $ $ 23,566 Fixed income U.S. government/agency 574,415 485,921 138 1,060,474 U.S. corporate 618,582 618,582 Foreign 137,270 137,270 Other 134,890 2,814 137,704 Equities 81,470 798 1,303 83,571 Private capital 6,065 6,065 Total $ 679,245 $ 1.377.667 10,320 $ 2.067.232 Deposits held by bond trustees:

Fixed income U.S. government/agency $ 2,551 $ 2,551 Total $ 2.551 $ 2,55-1 Beneficial interest in perpetual trusts $ $ $ 13,252 $ 13,252 Liabilities:

Present value of annuities payable $ $ $ 42,255 $ 42,255 25

Notes to Consolidated FinancialStatements The following table presents information as of June 30, 2012 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 thousandsof dollars) Level 1 Level 2 Level 3 Fair Value Assets:

Long-term Investment Pool:

Money markets $ 228,931 $ - $ 228,931 Fixed income U.S. government/agency 108,848 11,700 120,548 U.S. corporate 4,263 84,240 88,503 Foreign 17,930 43,471 61,401 Other 7,465 7,465 Equities 600,109 208,043 808,152 Private capital 100,177 607,407 707,584 Total $ 731,150 $ 684,027 $ 2,022.584 Operating investments:

Money markets 22,635 $ 216 $ - $ 22,851 Fixed income U.S. government/agency 607,895 501,529 125 1,109,549 U.S. corporate 9,661 541,292 550,953 Foreign 3,679 154,772 158,451 Other 98,207 2,468 100,675 Equities 77,435 867 1,372 79,674 Private capital 6,813 6,813 Total $ 721,305 $ 1.296,883 $ 10,778 $ 2,028966 Deposits held by bond trustees:

Fixed income

$ 2,551 $ 2,551 U.S. government/agency

$ 2,551 $ 2,551 Total Beneficial interest in perpetual trusts $ 12,891 $ 12,891 Liabilities: $

Present value of annuities payable $ $ 43,167 $ 43,167 The Long-term Investment Pool (LTIP) 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 LTIP is utilized by the University. Each participating fund enters into and withdraws from the LTIP based on monthly share values. At June 30, 2013 and 2012, fair value of endowment funds and funds functioning as endowments within the LTIP totaled $1,941.1 million and $1,780.6 million, respectively. At June 30, 2013 and 2012, fair value of operating funds included in the LTIP totaled $1,008.9 million and $242.0 million, respectively.

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Notes to Consolidated FinancialStatements The following tables present information related to changes in Level 3 for each category of assets and liabilities for year ended June 30, 2013:

Beneficial (in thousands of dollars) Long-term Operating Interest in Investment Pool Investments Perpetual Trusts Assets:

Beginning balance $ 607,407 $ 10,778 $ 12,891 Total realized and unrealized gains 60,065 (388) 361 Purchases 165,678 75 Sales (135,294) (145)

Transfers into (out of) Level 3 (45,777)

Ending balance $ 652,079 $ 10.320 Present Value of Annuities Payable Liabilities:

Beginning balance $ 43,167 Actuarial adjustment of liability 4,679 Gifts 642 Sales (6,233)

Withdrawal from program Ending balance $ 42,255 The following tables present information related to changes in Level 3 for each category of assets and liabilities for year ended June 30, 2012:

Investments Held Under Beneficial (in thousands of dollars) Long-term Operating Securities Interest in Investment Pool Investments Lending Perpetual Trusts Assets:

Beginning balance $ 520,605 $ 9,245 $ 219,524 $ 12,843 Total realized and unrealized gains 22,361 1,150 48 Purchases 133,811 417 Sales (69,370) (36) (219,524)

Transfers into Level 3 2 Ending balance $ 607,407 $ 10,778 $ 12,891 Present Value Liability Under of Annuities Securities Payable Lending Liabilities:

Beginning balance $ 44,425 $ 219,524 Actuarial adjustment of liability (1,860)

Gifts 722 Sales (120)

Withdrawal from program (219,524)

Ending balance For the year ended June 30, 2013, $45.8 million of Level 3 assets were transferred to Level 2 as a result of the expiration of lock-up periods for two marketable alternative funds; now these investments may be redeemed within 90 days of June 30.

There were no transfers of investments between Level 1 and Level 2 in 2013 and 2012.

27

Notes to Consolidated FinancialStatements 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, 2013:

Unfunded Redemption Redemption (in thousandsof dollars) Fair Value Commitment Frequency Notice Period Commingled Funds: Quarterly/

Non-U.S. Equity $ 362,061 Daily/Monthly 5-90 days Subtotal $ 362,061 Marketable Investment Partnerships:

Absolute Return $ 20,173 Quarterly 65 days Quarterly/

Private Debt/Distressed 52,152 Semi Annual 60-90 days Commodities 84,271 Monthly 30-60 days Opportunistic 140,181 Quarterly 30 days Directional Long/Short 27,580 Quarterly 30-90 days Subtotal $ 324,357 Non-Marketable Investment Partnerships:

Private Real Estate $ 88,567 $ 19,788 Venture Capital 144,712 83,095 Private Equity 234,203 141,606 Natural Resources 91,306 69,809 Private Debt 19,583 20,031 Subtotal $ 578,371 $ 334,329 Total $ 1,264,789 $ 33432 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, 2012:

Unfunded Redemption Redemption (in thousands of dollars) Fair Value Commitment Frequency Notice Period Commingled Funds:

Non-U.S. Equity $ 148,068 Daily/Monthly 5-15 days Subtotal $ 148,068 Marketable Investment Partnerships:

Absolute Return $ 20,738 Quarterly 65 days Quarterly/

Private Debt/Distressed 60,101 Semi Annual 60-90 days Opportunistic 25,034 Quarterly 30 days Directional Long/Short 69,324 Quarterly 30-90 days Subtotal $ 175,197 Non-Marketable Investment Partnerships:

Private Real Estate $ 86,567 $ 22,407 Venture Capital 129,354 92,911 Private Equity 229,766 80,808 Natural Resources 74,782 33,364 Private Debt 12,656 15,700 Subtotal $ 533,125 $ 245,190 Total 856,390 $ 245,19 28

Notes to ConsolidatedFinancialStatements 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. During the last fiscal year, one commingled fund was added with a 3 year gate, approximately 17.4% of commingled.

Marketable Investment Funds 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 Long Term Investment Pool's share holdings 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. Private Debt/Distressed 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 Endowment'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 Endowments drawdown funds as of June 30, 2013 and 2012, 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:

(in thousands of dollars) 2013 2012 In one year or less $ 57,002 $ 75,753 Between one year and five years 63,742 53,998 More than five years 119,990 118,130 240,734 247,881 Less allowance (5,704) (7,739)

Less discount (56,893) (55,729)

Contributions receivable, net $ 178,137 $s 84,41a Contributions receivable are discounted at rates ranging from 0.15% to 2.87% and 0.21% to 2.06% at June 30, 2013 and 2012, respectively. The discount rates for prior periods ranged from 0.19% to 6.28%.

At June 30, 2013 and 2012, the University has received bequest intentions and certain other conditional promises to give of $85.8 million and $69.0 million, respectively. These intentions and conditional promises to give are not included in the consolidated financial statements.

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Notes to Consolidated FinancialStatements The following table summarizes the change in contributions receivable, net during the year ended June 30, 2013:

(in thousands of dollars)

Balance beginning of year $ 184,413 New pledges 81,477 Collections on pledges (88,624)

Decrease in allowance 2,035 Increase in unamortized discounts (1,164)

Balance at the end of year $ 178,137

7. LONG-TERM DEBT 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) 2013 2012 The Pennsylvania State University Bonds Series 2010 $ 135,035 $ 135,035 Series 2009A 114,075 120,075 Series 2009B 74,235 74,235 Series 2008A 77,670 77,670 Series 2008B 3,980 4,890 Series 2007A 88,125 88,645 Series 2007B 63,515 66,255 Series 2005 85,700 87,665 Series 2004A 52,835 54,135 Refunding Series 2003 15,890 Series of 2002 100,000 Refunding Series 2002 41,655 56,540 Pennsylvania Higher Educational Facilities Authority University Revenue Bonds (issued for The Pennsylvania State University)

Series 2006 3,545 3,745 Series 2004 3,905 4,145 Series 2002 4,020 4,375 Lycoming County Authority College Revenue Bonds (issued for Penn College)

Series 2012 24,685 24,685 Series 2011 39,050 39,050 Series 2008 55,000 55,000 Series 2005 11,085 12,020 Series 1993 5,250 7,000 Total bonds payable 883,365 1,031,055 Unamortized bond premiums 38,008 41,317 Capital lease obligations 84,035 80,334 Total long-term debt $ 1,005,408 $ 1.152.706 30

Notes to ConsolidatedFinancialStatements Interest rate Debt issuance mode Interest rates Payment ranges and maturity (in thousands of dollars)

The Pennsylvania State University Bonds

$3,655 to $6,595 through March 2030 with $21,805 and $44,245 due March Series 2010 Fixed 3.375% - 5.00% 2035 and 2040 Series 2009A Fixed 4.00% - 5.00% $6,235 to $9,320 through March 2029 Series 2009B Variable 0.22% June 2031 Series 2008A Fixed 5.00% $1,840 to $7,695 through August 2029 Series 2008B Fixed 3.50% - 3.75% $945 to $1,050 through August 2016

$530 to $700 through August 2022, with

$11,115 and $70,905 due August 2028 Series 2007A Fixed 3.65% - 4.50% and 2036 Series 2007B Fixed 5.00% - 5.25% $2,885 to $5,955 through August 2027

$2,050 to $2,745 through September 2019 with $15,990, $20,550, and $32,485 Series 2005 Fixed 3.50% - 5.00% due September 2024, 2029, and 2035

$1,360 to $1,825 through September 2019, with $10,625, $13,635, and $17,515 Series 2004A Fixed 4.50% - 5.00% due September 2024, 2029, and 2034 Refunding Series 2003 Fixed Paid in full during May 2013 Series of 2002 Variable Paid in full during December 2012 Refunding Series 2002 Fixed 5.25% $4,585 to $16,540 through August 2016 Pennsylvania Higher Education Facilities Authority ("PHEFA") University Revenue Bonds

$210 to $280 through 2020, with $1,610 Series 2006 Fixed 4.00% - 5.125%* due September 2025

$250 to $325 through 2019, with $1,905 Series 2004 Fixed 4.15% - 5.00%* due September 2024

$370 to $425 due through 2017, Series 2002 Fixed 4.30% - 5.00%* with $2,435 due March 2022

• Annual interest costs to the University for interest rates greater than 3.00% are subsidized by PHEFA.

Lycoming County Authority College Revenue Bonds 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 Series 2005 Fixed 4.00% - 5.00% $505 to $1,855 through January 2025 Series 1993 Fixed 6.10% - 6.15% $450 to $513 through November 2015 The Series 2009B Bonds are currently paying interest on a variable rate basis at a long term rate for the period June 1, 2013 through May 31, 2014. 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 0.22% 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.

The 2009B bondholders have the right to tender bonds on the purchase dates while such bonds bear interest at the daily, weekly or monthly rate. The 2009B 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.

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

Annual Year Installments (in thousands of dollars) 2014 $ 33,305 2015 35,330 2016 24,320 2017 28,780 2018 24,455 Thereafter 737,175 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, 2013, the carrying value and estimated fair value of the University's bonds payable, including issuance premiums, are $921.4 million and

$939.4 million, respectively. At June 30, 2012, the carrying value and estimated fair value of the University's bonds payable, including issuance premiums, were $1,072.4 million and $1,118.5 million, respectively. Certain bond issues have associated issuance premiums, these issuance premiums total $38.0 million and $41.3 million at June 30, 2013 and 2012, 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.

Capital leases The University has certain building and equipment lease agreements in effect which are considered capital leases. Future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of June 30, 2013 are as follows:

Year (in thousands of dollars) 2014 $ 13,188 2015 12,018 2016 11,033 2017 10,194 2018 8,819 Thereafter 140,557 Total minimum lease payments 195,809 Less imputed interest (111,774)

Capital lease obligation 84,035 Current portion 7,763 Long-term portion $ 76,272 32

Notes to ConsolidatedFinancialStatements

8. OPERATING LEASES The University has certain lease agreements in effect which are considered operating leases. During the year ended June 30, 2013, the University recorded expenses of $22.0 million for leased equipment and $22.6 million for leased building space. During the year ended June 30, 2012, the University recorded expenses of

$19.0 million for leased equipment and $23.6 million for leased building space.

Future minimum lease payments under operating leases as of June 30, 2013 are as follows:

Year (in thousands of dollars) 2014 $ 20,111 2015 17,333 2016 14,086 2017 11,118 2018 8,486 Thereafter 41,328 Total minimum lease payments $ 12462

9. RETIREMENT BENEFITS 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 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 ($35.9 million and $25.1 million for the years ended June 30, 2013 and 2012, respectively). The University's total cost for retirement benefits, included in expenses, is $146.6 million and $130.9 million for the years ended June 30, 2013 and 2012, respectively.

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 10 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.

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.

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Notes to Consolidated FinancialStatements 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, 2013 and 2012 are the following amounts that have not yet been recognized in net periodic postretirement cost: unrecognized prior service cost (benefit) of ($86.3) million and ($108.0) million and unrecognized actuarial loss of $547.6 million and $852.7 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) 2013 2012 Benefit obligation at beginning of year $ 1,864,899 $ 1,479,043 Service cost 56,194 45,124 Interest cost 77,943 80,779 Actuarial gain (95,754) (15,784)

Benefits paid (43,840) (42,813)

Plan assumptions (164,401) 318,550 Benefit obligation at end of year $ 1,864,899 Change in plan assets:

(in thousands of dollars) 2013 2012 Fair value of plan assets at beginning of year $ $

Employer contributions 43,840 42,813 Benefits paid - (41,841) (42,813)

Fair value of plan assets at end of year Funded status $ (1,695,041) $ (1,864,899)

Unrecognized prior service cost (benefit)

Unrecognized net actuarial loss Accrued postretirement benefit expense $ (1,695,041) $ (1,864.899)

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

(in thousandsof dollars) 2013 2012 Service cost $ 56,194 $ 45,124 Interest cost 77,943 80,779 Amortization of prior service cost (21,699) (21,699)

Amortization of unrecognized net loss 44,960 29,178 Net periodic postretirement cost $ 157,398 $ 113338 The assumed healthcare cost trend rate used in measuring the accumulated postretirement benefit obligation was 8.00% and 8.50% for the years ended June 30, 2013 and 2012, respectively, reduced by 0.50% per year to a fixed level of 5.00%. The weighted average postretirement benefit obligation discount rate was 5.00%

and 4.50% for the years ended June 30, 2013 and 2012, respectively.

If the healthcare cost trend rate assumptions were increased by 1% in each year, the accumulated postretirement benefit obligation would be increased by $318.1 million and $595.2 million as of June 30, 2013 and 2012, 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 $32.3 million and $42.2 million as of June 30, 2013 and 2012, respectively. If the healthcare cost trend rate assumptions were decreased by 1% in 34

Notes to Consolidated FinancialStatements each year, the accumulated postretirement benefit obligation would be decreased by $256.6 million and

$327.0 million as of June 30, 2013 and 2012, 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

$24.5 million and $23.1 million as of June 30, 2013 and 2012, 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:

(in thousands of dollars) 2014 $ 51,390 2015 55,312 2016 59,517 2017 63,945 2018 68,198 2019-23 408,966

11. THE MILTON S. HERSHEY MEDICAL CENTER AND PENN STATE HERSHEY HEALTH SYSTEM 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 and 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. The 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, 2013 and 2012 of $831,000 and $774,000, respectively.

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 $775.1 million of which $651.4 million has been paid or accrued as of June 30, 2013. 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 $20.5 million and $18.2 million as of June 30, 2013 and 2012, 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, 2013.

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Notes to ConsolidatedFinancialStatements 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, 2013 and 2012, respectively, of the medical malpractice claims liability in the amount of $96.7 million and $101.1 million is recorded as of June 30, 2013 and 2012, 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 $20.7 million and $21.3 million at June 30, 2013 and 2012, 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 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 $10.9 million and $12.4 million, discounted at 1.25%, is recorded as of June 30, 2013 and 2012, respectively. The University has established a trust fund, in the amount of $12.7 million at June 30, 2013 and 2012, 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 has purchased an excess policy through a commercial insurer which covers individual claims in excess of $500,000 per incident 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 $500,000 and $350,000 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. At June 30, 2013, the University has accrued $59.7 million for 26 of 32 known claims, 24 of which have been settled subsequent to June 30, 2013. Such costs are included in institutional support within the consolidated statement of activities. Of the remaining six claims, two have been deemed to have no merit through the due diligence process. Without having knowledge of the number and nature of unknown claims and in view of the inherent difficulty of predicting the outcome of our remaining four known claims, each with their own unique circumstances that give rise to their alleged claims, and given the various stages of the proceedings, we are 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 2013 financial statements for these claims although a loss is reasonably possible in future periods which could have a material adverse effect on our current and future financial position, results of operations and cash flows.

For the years ended June 30, 2013 and 2012, the University has incurred costs, net of insurance reimbursements totaling $17.3 and $16.1 million, respectively, for internal investigation, legal, communications and other related costs. These costs are included in institutional support within the consolidated statement of activities. Insurance reimbursements for the years ended June 30, 2013 and 2012 totaled $249,000 and $153,000, respectively. Amounts paid directly by insurance carriers for the years ended June 30, 2013 and 2012 totaled $2,994,000 and $626,000, respectively.

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Notes to Consolidated FinancialStatements The University has submitted claims to insurance carriers at June 30, 2013 related to the claims settled and certain legal costs incurred to date. Amounts of future insurance reimbursement are unknown as of June 30, 2013 and as a result no insurance recovery accruals have been recorded in the 2013 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 from patient services.

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 November 1, 2013, 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.

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.

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THE PENNSYLVANIA STATE UNIVERSITY BOARD OF TRUSTEES as of June 30, 2013 APPOINTED MEMBERS ELECTED BY BOARD REPRESENTING BY THE GOVERNOR EX OFFICIO BUSINESS AND INDUSTRY ALVINH. CLEMENS THOMAS W. CORBETT JR. JAMES S. BROADHURST Senior Partner Governor Chairman Agility-Partners LLC Commonwealth of Pennsylvania* Eat'n Park Hospitality Group, Incorporated MARK H. DAMBLY RODNEY A. ERICKSON KENNETH C. FRAZIER President President Chairman, President & Chief Executive Officer Pennrose Properties, LLC The Pennsylvania State University Merck & Company, Incorporated PETER A. KHOURY GEORGE D. GREIG EDWARD R. HINTZ, JR.

Graduate Student Secretary President The Pennsylvania State University Pennsylvania Department of Agriculture Hintz Capital Management, Incorporated IRA M. LUBERT RICHARD J. ALLAN KAREN B. PEETZ Chairman and Co-founder Secretary Vice Chairman, CEO of Financial Markets and Independence Capital Partners and Pennsylvania Department of Treasury Services, Bank of New York Mellon Lubert Adler Partners L.P. Conservation and Natural Resources LINDA B. STRUMPF PAUL H. SILVIS RONALD J. TOMALIS Retired Chief Investment Officer Head Coach Secretary The Helmsley Charitable Trust SilcoTek Pennsylvania Department of Education JOHN P. SURMA

• JENNIFER BRANSTETTER Chairman and Chief Executive Officer Governor's Non-Voting Representative United States Steel Corporation Director of Policy and Planning Office of the Governor ELECTED ELECTED BY DELEGATES FROM BY ALUMNI AGRICULTURAL SOCIETIES MARIANNE E. ALEXANDER RYANJ. MCCOMBIE DONALD G. COTNER President Emerita of the Retired, United States Navy President Public Leadership Education Network Cotner Farms, Inc.

JOEL N. MYERS H. JESSE ARNELLE President KEITH W. ECKEL Attomey AccuWeather, Incorporated Sole Proprietor and President Fred W. Eckel and Sons Farms, Incorporated STEPHANIE N. DEVINEY PAUL V. SUHEY Attorney at Law Orthopedic Surgeon SAMUEL E. HAYES, JR.

Fox Rothschild LLP Martin & Suhey Orthopedics BETSY E. HUBER ANTHONY P. LUBRANO ADAMJ. TALIAFERRO Immediate Past Master, Pennsylvania State Grange President, A.P. Lubrano & Company, Inc. Healthcere Alliance Liaison Bristol Myers Squibb KEITH E. MASSER Chairman & Chief Executive Officer Sterman Masser, Incorporated CARL T. SHAFFER President Pennsylvania Farm Bureau EMERITI TRUSTEES CYNTHIA A. BALDWIN STEVE A. GARBAN L J. ROWELL, JR.

Retired Justice Senior Vice President for Finance Retired Chairman and Supreme Court of Pennsylvania and Operations/Treasurer Emeritus Chief Executive Officer The Pennsylvania State University Provident Mutual LifeInsurance CHARLES C. BROSIUS Retired President EDWARD P. JUNKER IlI CECILE M.SPRINGER Mariboro Mushrooms Retired Vice Chairman President, Springer Associates PNC Bank Corporation WALTER J. CONTI HELEN D. WISE Retired Owner ROGER A. MADIGAN Former Deputy Chief of Staff for Cross Keys Inn/Pipersville Inn Retired State Senator Programs and Secretary of the Cabinet 23rd Senatorial District Govemor's Office DONALD M.COOK, JR.

Retired President ROBERT D. METZGAR BOYD E. WOLFF SEMCOR, Incorporated Former President Retired, Owner and Operator North Penn Pipe & Supply. Incorporated Wolfden Farms MARIANU. BARASH COPPERSMITH Retired Chairman of the Board ANNE RILEY QUENTIN E. WOOD The Barash Group Teacher Retired Chairman of the Board and Chief Executive Officer ROBERT M. FREY BARRY K. ROBINSON Quaker State Corporation Attomey-at-Law Chief Counsel for Economic Affairs Frey & Tiley, P.C. U.S. Department of Commerce EDWARD P. ZEMPRELLI Attorney

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The Pennsylvania State University is committed to the policy that all persons shall have equal access to programs, facilities, admission and employment without regard to personal characteristics not related to ability, performance, or qualifications as determined by University policy or by state or federal authorities. It is the policy of the University to maintain an academic and work environment free of discrimination, including harassment. The Pennsylvania State University prohibits discrimination, harassment against any person because of age, ancestry, color, disability or handicap, genetic information, national origin, race, religious creed, sex, sexual orientation, gender identity or veteran status and retaliation against faculty, staff or students will not be tolerated at The Pennsylvania State University. Direct all inquiries regarding the nondiscrimination policy to the Affirmative Action Office, The Pennsylvania State University, 328 Boucke Building, University Park, PA 16802-5901, Tel (814) 865-4700N, (814) 863-0471/TTY.