u n iv e r s it y o f p u g e t s ound 2 0 1 3 f in a n c ia l r e p ort Mission Statement University of Puget Sound is an independent, predominantly residential, undergraduate liberal arts college with selected graduate programs building effectively on a liberal arts foundation. The university, as a community of learning, maintains a strong commitment to teaching excellence, scholarly engagement, and fruitful student-faculty interaction. The mission of the university is to develop in its students capacities for critical analysis, aesthetic appreciation, sound judgment, and apt expression that will sustain a lifetime of intellectual curiosity, active inquiry, and reasoned independence. A Puget Sound education, both academic and cocurricular, encourages a rich knowledge of self and others; an appreciation of commonality and difference; the full, open, and civil discussion of ideas; thoughtful moral discourse; and the integration of learning, preparing the university’s graduates to meet the highest tests of democratic citizenship. Such an education seeks to liberate each person’s fullest intellectual and human potential to assist in the unfolding of creative and useful lives. office of Finance and Administration 1500 N. Warner St. #1083 Tacoma, WA 98416-1083 Telephone: 253.879.3204 Fax: 253.879.3398 un i ve rs i ty of p uget s o u n d | 2 0 1 3 f in a n c ia l r e p o rt june 30, 2013 Contents Report of the President.......................................................... 2 Report of the Vice President for Finance and Administration.................................................................. 6 Independent Auditors’ Report................................................11 Financial Statements Consolidated Statement of Financial Position.......................12 Consolidated Statement of Activities....................................13 Consolidated Statement of Cash Flows................................14 Consolidated Supplemental Schedule of Changes in Endowment Investments...................................15 Notes to Consolidated Financial Statements........................16 Report of the President Ronald R. Thomas “It was the best of times, it was the worst of times.” The famous opening to Charles Dickens’s Tale of Two Cities, the historical novel about social and financial upheaval during the reign of terror in post-Revolutionary France and London, provided the point of departure for my annual state of the university conversation with the faculty and staff at the beginning of this year. The novel offers an equally appropriate start to our annual financial report. Its juxtaposition of contrasting scenes of progressive success and reactionary danger in two different settings is as fitting a description for the times in which we are living today as it was for early 19th-century Europe on the verge of a new age and a new economy. The past year has been an extraordinary one for the university by almost any measure—among the best of times we have seen in admission, fundraising, campus development, student achievement, national recognition, and program advancement. And yet, the broader economic environment still presents significant challenges for us and for every college, with unemployment still high, continued declines in median family income nationwide, and very slow growth in the recovery from the economic trauma of the 2008 recession. Add to that the shrinking market we foresee for colleges and universities due to demographic changes, the increasing challenges in affordability for many families, the threat from disruptive technologies, and there is no doubt that the current moment is a very difficult one indeed for every sector of higher education. A new age in a new economy: at once the best of times and the worst of times. In Dickens’ novel, troubling events in difficult and violent historical circumstances also invoke unusual acts of virtue and brilliance from certain individuals within cohesive communities with a clear sense of values. This has been true for Puget Sound this year. In student recruitment, we countered national trends, where more than half of the colleges in the country failed to make their fall 2013 freshman class enrollment goals by May 1, by which time our first-year deposits were already more than 10% above our target number. 2 university of puget sound 2013 financial report We also bucked industry trends by achieving a sharp decline in Fundraising offered another area of extraordinary achieve- the freshman discount rate—dropping from 42.6% in 2012–13 ment. We passed the $100 million threshold in our compre- to approximately 38% in the current year, strengthening our hensive capital campaign—an historic benchmark for Puget net tuition revenue substantially and exceeding our most opti- Sound in the strategic development of a culture of philanthro- mistic revenue projections for the 2013–14 budget cycle (fig- py, already exceeding the total raised in our most recent prior ure 1). We saw increases in application numbers when many campaign by more than $30 million, with two years still left to colleges saw declines (as overall college enrollments declined reach our ambitious $125 million goal. With $15.8 million in 1.4% nationally), an expansion of our market draw from out- total new commitments recorded in 2012–13, we registered side our home state (especially from California), and enrollment our fourth highest fundraising year on record. Over the last of 28% students of color—very nearly exceeding our best year 10 years, we have increased the average gift commitments on record. The targeted investments we have made in our five- per year by more than 50% over the previous decade (figure year enrollment and marketing plan have begun to bear fruit. 2). In addition, we raised a record $2.43 million for the Puget FIGURE 1 NACUBO Tuition Discounting Study 48% 46% 44% FIGURE 2 Average Gift Commitments Per Year Over Rolling 10-Year Periods $16.0 $14.0 $14.0 $12.0 42% 38% 36% $10.0 (In Millions) 40% $8.0 $9.2 $6.0 34% $4.0 32% $2.0 30% $0 1994–2003 2004–2013 University of Puget Sound 2013 Financial Report 3 Sound Fund, a 5.5% increase (and more than doubling in size This year saw the completion of critical strategic investments over the decade)—also running against declining national to assist us in achieving these objectives. We implemented trends in annual giving—with parents increasing their contri- the “go-live” phase of a new, integrated enterprise resource butions by 12.7% over the previous year. In this area, too, our planning system campuswide. We completed the construction investments are bringing strong returns. of the remarkable new Commencement Hall, which houses These developments were joined with a continuation of disciplined financial management and cost containment, especially critical as family incomes and net worth have declined from pre-recession levels and the prospects for future economic growth remain uncertain. Though we have much to celebrate, this is no time to rest on our laurels. In the best and the worst of times, it is critical to continue to look to the future and be strongly positioned for whatever threats the days ahead might bring or opportunities they may present. We are doing so through the lens of a clearly articulated strategic plan that has successfully guided us for seven years, a specific set of priorities for the year ahead, and key strategic investments we are making to ensure success. The Defining Moments Strategic Plan has enabled us to achieve significant progress over the recent years in each of 135 upper-division students in a living/learning center focused upon five academic programs (as part of our efforts to enhance the residential character of the Puget Sound experience and retention) (figure 3). We launched a new branding and messaging platform for student recruitment to distinguish our position in the market and leverage our distinctive strengths. We exceeded the 1,000 mark in actively engaged alumni working on behalf of the university, and have now signed up more than 200 parents doing the same. We have done these things while preserving our strong credit rating and seeing our endowment exceed its highest ever market value due to generous contributions, wise investments, and prudent spending policies. These accomplishments offer indications that we are at the beginning of something quite monumental, and that in these difficult days, our best days are still before us. our key priorities: innovating through a distinctive educational But we are not naïve. Especially in difficult financial times like experience, building an inspiring environment for learning, these, we recognize that families considering the significant engaging our constituents in enduring relationships, and investment that a college education requires have become strengthening our financial position and philanthropic culture. highly attuned to price and to the value proposition when Our achievements this year provide ample evidence of the they are selecting a college to attend. And well they should. plan’s success. In the coming year, our overall objectives re- College today is a major investment. The issue of whether a main consistent with a particular focus on three specific areas college education is worth the cost is all over the newspapers within this larger framework: these days, price calculators have become mandatory for col- • Developing a strategic and mission-centered objective for clearly defining Puget Sound’s market position in student recruitment for the new economy in which we find ourselves • Charting a course for sustainable financial equilibrium that will ensure student success, competitive compensation for faculty and staff members, and the university’s continued thriving in a context of cost containment • Advancing an innovative and entrepreneurial sense of pos- colleges on affordability, and a proliferation of “best value” rankings are published every year by Forbes, Kiplinger’s, US News, and others. Amidst the anxiety (and confusion) all this attention sometimes creates, the real question—for us in higher education and those who are planning to attend college-—should be how we measure and deliver the value of a college education. It should go without saying that, as with any investment, the best value is the investment that yields the greatest reward. When Puget sibility in the academic program by leveraging a framework Sound was ranked one of only 40 “Colleges That Change to integrate our distinctive experiential learning opportuni- Lives” by the respected college guide with that name this past ties into the curriculum year, it affirmed clearly that this university offers a great value • Positioning the university to bring the $125 million campaign goal within reach for its final year (2014–15) and preparing a dynamic advancement plan to follow the campaign’s successful completion 4 lege websites, state and federal governments are pressing university of puget sound 2013 financial report for those who expect a college education to be a transformative experience and are prepared to make the investment. The growing return on their investment our graduates are experiencing—earning 26 national fellowships, ranking in the top FIGURE 3 Aerial view of Commencement Hall 10% going on to earn Ph.D.s in the nation, earning leadership conditions of the market, ensuring that a Puget Sound educa- roles in technology, medicine, finance, nonprofits, business, tion remains an invaluable investment for a lifetime. Regard- retail, education, and the arts—offers further evidence of the less of how transformative the experience we provide may claim. How do you put a price on the transformation of a life, be, we must continue to make that experience accessible and on living in an environment that enables you to meet your affordable for those prepared to make the investment. That is full human potential, on finding meaningful career path that the challenge these times present to us in more pointed ways inspires your best work, on realizing opportunities you never than any time in history. It is a challenge we are committed to imagined were opened to you? It’s priceless, and never more address successfully. There is no better thing that we can do. than in the challenging times in which we are living today. In the characteristically sentimental conclusion to Dickens’ Tale of Two Cities, the worst of times ends up calling out the best of actions from certain individuals, most dramatically in the book’s final pages when the conscience of a feckless English attorney is awakened to the moment, rises to a fundamental challenge to the principles of justice with which he is confronted, and declares his intention to do “a far far better thing than I have ever done.” So these days, the best and worst of them, call for us to do better than we have ever done in advancing our transformative mission even as we are responsive to the University of Puget Sound 2013 Financial Report 5 Report of the vice President for finance and administration sherry b. mondou Puget Sound is recognized as a college that changes lives. A transformative educational experience requires strength in resources. At Puget Sound we have considerable resources. We have strength in an exceptional faculty dedicated to teaching and mentoring students; a talented and engaged student body prepared to be challenged, to do the hard work, and to consider the greater good; a staff that finds meaning and reward in supporting the educational process; an alumni body that actively supports its alma mater; parents prepared to invest in their children’s future and in the success of the college; donors, friends, and neighbors who partner with us and believe in what we are doing; and a governing board of trustees that provides leadership and support to this exceptional enterprise. This strength in human capital combines with strength in financial resources and campus facilities, to provide Puget Sound students an extraordinary opportunity to engage, learn, discover, and succeed to graduation well prepared to pursue their full potential in the years ahead. The enclosed 2012–13 consolidated financial statements provide a snapshot of Puget Sound’s financial health, which I supplement with the following commentary. Consolidated Statement of Financial Position Assets Puget Sound has a strong asset base of $555.6 million at June 30, 2013, an all-time high. Total assets increased just shy of 10% over the prior year’s $506.4 million. Puget Sound’s asset strength comes primarily from its cash and short-term investments, its endowment, and its campus facilities. • Cash, cash equivalents, and short-term investments totaled $41.4 million at June 30, 2013, as compared to $41.1 million the prior year. These resources provide essential liquidity to cover operating costs, maintain campus facilities, and make debt service payments. As these funds are invested, the objectives are preservation of capital, maintenance of necessary liquidity, and maximization of investment return within appropriate risk constraints. 6 university of puget sound 2013 financial report • Endowment investments totaled $276.9 million as of June The endowment is invested to provide a sustainable 30, 2013, comprising about half of the university’s total as- maximum level of return consistent with prudent risk set value. Figure 4 shows how the endowment has grown levels and to generate a real return that supports current over the last decade, including the sources of growth and operations while preserving the purchasing power of the level of distributions. A 13% pooled endowment invest- endowment over the long term. With this objective in ment return and new endowment gifts and additions of mind and as the endowment has grown over time, the $4.5 million, less the annual distribution, results in an en- portfolio has become increasingly diversified (figure 5). dowment that is up 10.6% for the year. $94.1 million or When the endowment was $81.5 million in 1993, it was 34% of the endowment is quasi-endowment unrestricted invested primarily in publicly traded U.S. equity large cap as to use, providing valuable flexibility to the university. The and fixed income. Today, it includes investments in glob- vast majority of this unrestricted quasi-endowment has al equity, global fixed income, real assets, private capital, been designated by the board of trustees to support stu- and hedge funds. dent financial aid. In all, a little more than half of the endow- • Campus facilities, net, totaled $180.4 million at June 30, ment supports student financial aid and the remainder sup- 2013, up 4.1% or $7.2 million over the prior year. Recog- ports faculty compensation and other operating expenses consistent with donor restrictions and board designations. FIGURE 5 Endowment Value and Diversification $280 $260 FIGURE 4 Sources of Endowment Growth $400 $155.3 $240 $220 ($100.5) $200 $350 (In Millions) $300 $276.9 $250 $45.7 $8.8 $200 (In Millions) $180 $160 $140 $120 $100 $80 $167.6 $60 $150 $40 $20 $100 $0 $50 $0 Endowment Value 2003 Gifts University Investment Amount Endowment Distributed Value 2013 Designated Return for Operating Transfers and Activities Other Additions 1993 2003 2013 U.S. Equity–Large Cap Fixed Income and Cash Equivalents U.S. Equity–Small Cap Real Estate, Natural Resources, Private Equity, Hedge Funds and Others International Equity University of Puget Sound 2013 Financial Report 7 nizing the importance of the physical campus to student Liabilities recruitment, learning, and success to graduation, and with Puget Sound’s liabilities increased 12.3% over the prior year and support from donors and tax-exempt bond financing, the totaled $125.8 million at June 30, 2013. $78.7 million or 62.6% university has strategically invested $143.3 million over of liabilities is long-term debt utilized to finance campus facilities. the past decade in the renewal of its facilities and the implementation of its campus master plan (figure 6). These investments have included a state-of-the art science center, a new health sciences building, a new residential facility, numerous improvements to academic, residential, and athletic facilities, an enhanced campus entry, and a featured walkway that unifies the campus. The result is impressive and a strong asset for the university. As described in Note 6 to the financial statements, the university issued tax-exempt bonds in 2012–13 to finance construction of the new Commencement Hall residential facility and to refinance a portion of existing debt. This was accomplished while maintaining the university’s strong A1 and A+ long-term credit ratings from Moody’s and S&P, respectively. The transaction moved the university’s debt portfolio from one that was largely variable-rate bonds, synthetically fixed using interest To protect its investment in campus facilities and to come rate swap agreements, to a portfolio that is about half tradi- closer to fully funding depreciation expense in the annual tional fixed-rate and half synthetically fixed-rate. For a cost of operating budget, the university has increased its annual approximately 21 basis points, the university reduced interest planned major maintenance budget by 10% per year since rate risk, basis risk, and liquidity risk, and achieved an esti- 2005–06, and $3.6 million in all over the past decade. Our mated portfolio cost of capital estimated at 4.79% within the long-term financial plans continue to reflect steady increases board’s risk comfort and with level debt service payments to in this budget to advance toward full funding of deprecation. smooth budget impact. Puget Sound currently funds approximately 76% of depreciation in its annual operating budget, showing progress from the 39% funded in 2001, and has supplemented its operating budget with gift, debt, and reserve funding to enable significant improvements to campus facilities consistent with its strategic plan and campus master plan. The strength of these investments are reflected in Puget Sound’s average age of plant (accumulated depreciation divided by annual depreciation expense) of 8.07 years as compared to an average age of 13.4 years for other A-rated colleges. While we continue to be in a low interest rate environment (and one that is lower than when the interest rate swap agreements were entered), rates at the longer end of the treasury yield curve rose during the year, reducing the unrealized negative mark-to-market valuation of the university’s interest rate swap agreements to $10.9 million, down from $16.1 million, as reflected in the Consolidated Statement of Financial Position. The unrealized swap valuations adjust with interest rate movement and will adjust to zero on the swap FIGURE 6 Funding Sources of Campus Facilities Additions FIGURE 7 Expendable Resources-to-Debt Ratio $280 3.0 $240 2.69 2.5 2.44 (In Millions) $200 2.0 $160 1.71 1.5 $120 1.0 $80 0.5 $40 $0 Campus Facilities Net 2003 Gifts University Reserves Long-Term Less Campus Debt Depreciation Facilities Net 2013 0.0 Puget Sound 2013 Puget Sound 2012 Moody's A Rated 2012 2012 is most current comparative data available 8 university of puget sound 2013 financial report maturity dates. The university’s swap counterparties, The and offset by a 4.4% increase in student financial aid. The total Bank of New York Mellon and Societe Generale, are rated fall and spring tuition discount rate rose to 39.59%, up from Aa2/AA- and A2/A, respectively. 38.62% the prior year, in response to market conditions and Puget Sound’s expendable resources-to-debt ratio was 2.44:1 student financial need. at June 30, 2013, as compared to 2.69:1 the prior year, and While operating funds come largely from student fees, en- is above the 2012 median for Moody’s A-rated institutions of dowment distributions and gift support are important revenue 1.71:1 (figure 7), demonstrating prudence in the use of debt. diversifiers that subsidize the cost of a Puget Sound education for all students and provide individual student financial aid Net Assets Net Assets totaled $429.8 million at June 30, 2013, up $35.5 awards, as well (figure 9). million or 9% for the fiscal year due in good measure to the Endowment support for student financial aid, faculty compensa- increase in endowment investments as discussed above. tion, and other operating costs totaled $10.6 million in 2012–13, Consolidated Statement of Activities a decline of 1.8%, and comprised 9.8% of total operating revenues and gains, as compared to 10.1% the prior year. The Operations university’s endowment spending policy is designed to smooth In 2012–13, net assets declined from operating activities by the ups and downs of market valuations. The policy provides $412,000 as compared to an increase of $283,000 in the prior a distribution that is 5% of a lagging 36-month average market fiscal year. The change in net assets from operating activi- value. This affords the university time to prepare for lower op- ties includes depreciation, a non-cash expense that is not yet erating support when markets decline, as we saw in 2008, and fully funded within Puget Sound’s operating budget, and also it also means that when markets rebound, as we’ve seen since includes a one-time expense of $638,000 related to implemen- 2009, we do not immediately experience an increase in endow- tation of a new enterprise resource planning system (People- ment distributions. The 2012–13 distribution is based on average Soft). These are the primary reasons for the decline in net as- values between July 1, 2008, and June 30, 2011. The effective sets from operating activities. Excluding depreciation and other spending rate (distribution divided by beginning of the year mar- non-cash items, the university generated $5.1 million in cash ket value) was 4.2% in 2012–13 and 4.3% in 2011–12. from operating activities in 2012–13, as reflected in the Statement of Cash Flows. Donor contributions supporting operations (half of which were unrestricted) totaled $5.4 million, up $1.3 million or 31.8% over Operating Revenues the prior year, while funding from governmental grants and Operating revenues and gains totaled $108.5 million and were contracts of $2.0 million declined $212,000 or 9.5% due to $1 million or 1% greater than the prior year. Net tuition, fees, fewer faculty research grants than in the prior year. room, and board combined for $84.8 million in revenues and accounted for 79% of all operating revenues and gains (figure 8). The increases in tuition of 4%, room fee of 3.4%, and board fee of 4%, were offset by a decline of 54 students (full-time equivalents) to 2,721 as we came closer to our target of 2,650, FIGURE 8 Operating Revenues Operating Expenses Total operating expenses increased 1.6% in 2012–13, with educational and general expenses increasing 2.3% and auxiliary enterprises’ operating expenses decreasing 1.6%. Compensation, the single largest expenditure, increased 1.4%. FIGURE 9 Keeping Tuition Affordable 3% 17% Student Room and Board 62% Net Tuition and Fees $4,679 Other Auxiliary Enterprises General Subsidy* 2% Governmental Grants and Contracts 5% $24,184 Net Tuition Contributions $15,856 10% Student Financial Aid Endowment Income and Gains Distributed 1% Other Sources $20,535 Total Average Subsidy *Includes endowment, gifts, and other supplemental sources $40,040 “Sticker Price” University of Puget Sound 2013 Financial Report 9 Depreciation and amortization increased 4.5% and accounted • Auxiliary Enterprises, primarily student room and board, for 11.8% of total operating expenses, as compared to 8.6% comprises 18% of total operating expenses, and is compa- a decade ago, reflective of the substantial capital investments rable to the 17.7% median of national peer institutions and made since 2003. Also impacting operating expenses in lower than 20.7% two decades ago. Auxiliary expenses 2012–13 was a revision of policy to capitalize and depreciate declined 1.6% in 2012–13 in alignment with the slightly only those qualifying assets that are $5,000 or greater, up from smaller student body noted above and the corresponding $500 previously. The result is greater expense in the year of declines in housing occupancy and meal purchases. acquisition, but no future depreciation expense for these assets. As noted above, the university continues to make strides in funding a greater proportion of depreciation in the annual operating budget. Nonoperating Activities Net assets increased $35.9 million from nonoperating activities in 2012–13. Donor contributions restricted to facilities and endowment totaled $8.1 million and endowment investment Figure 10 shows how Puget Sound allocated resources in earnings, net of distributions, increased $21.9 million. Further 2012–13 among its major programs and how this compares increasing net assets was a $5.2 million mark-to-market im- to peer institutions and to Puget Sound’s allocations of two provement on the interest rate swap agreements as discussed decades ago. Consistent with guidance in the AICPA Audit and above and in Note 6 to the financial statements. Accounting Guide, Not-for-Profit Entities (NFP Guide), operation Closing Remarks and maintenance of physical plant is not a separate functional category for financial statement purposes and instead these Puget Sound’s strength comes from its people, its inspiring costs are allocated to programs based on square footage. campus, its ability to change lives, and a solid financial footing • Instruction and Academic Support costs comprise 52.8% of total operating expenses, which is comparable to the 53% median of national peer institutions and greater than the 51.7% allocation two decades ago. Instruction and Aca- that enables it to fulfill its worthy purpose. In my 23 years at Puget Sound, I have found it to be a place that sets its sights high, cares deeply, courageously faces challenges, and makes the difficult decisions, all with student success in mind. demic Support expenses combine for a 3.3% increase in 2012–13 due to faculty compensation increase, as well as increases in academic building maintenance and depreciation and other expenses. FIGURE 10 Allocating Resources 100% • Students Services comprise 16.3% of total operating expenses, which is greater than the 13.4% median for national peers and the 13.9% allocation two decades ago. 80% In accordance with NACUBO Financial Accounting and Reporting Manual for Higher Education (FARM) and updated by the NACUBO Accounting Principles Council (APC), 60% Student Services includes social and cultural development, health and wellness, career guidance, student financial services, intercollegiate athletics, admission services, and 40% student records. In the aggregate, these costs increased 2.3% in 2012–13 in large measure to increases in staff compensation and in cultural events sponsored by student 20% government. • Institutional Support comprises 12.9% of total expenses as compared to the 15.9% median of national peer institutions 0% 1993 2013 National Peers 2012 and to Puget Sound’s allocation of 13.7% two decades ago. Institutional Support declined by 1.5% in 2012–13 largely due to a decline in fundraising expenses following the pub- Institutional Support Auxiliary Enterprises lic launch of the One [of a Kind] Campaign for University of Student Services Instruction and Academic Support Puget Sound in the prior year. 10 university of puget sound 2013 financial report KPMG LLP Suite 2900 1918 Eighth Avenue Seattle, wa 98101 Independent Auditors’ Report The Board of Trustees University of Puget Sound: We have audited the accompanying consolidated financial statements of the University of Puget Sound (the University), which comprise the consolidated statement of financial position as of June 30, 2013, and the related consolidated statements of activities and cash flows for the year 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 U.S. generally accepted accounting principles; 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 audit. We conducted our audit 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 auditors’ 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 organization’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 organization’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. 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 the changes in its net assets and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles. Report on Summarized Comparative Information We have previously audited the University’s 2012 consolidated financial statements, and we expressed an unqualified audit opinion on those audited consolidated financial statements in our report dated December 17, 2012. In our opinion, the summarized comparative information presented herein as of and for the year ended June 30, 2012 is consistent, in all material respects, with the audited consolidated financial statements from which it has been derived. Other Matter Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidated supplemental schedule of changes in endowment investments is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. Seattle, Washington December 17, 2013 KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity. University of Puget Sound Consolidated Statement of Financial Position As of June 30, 2013 (With Comparative Financial Information as of June 30, 2012) (Dollars in Thousands) 2013 2012 $ 18,317 $ 23,496 23,066 17,584 ASSE TS: Cash and cash equivalents (Note 1) Short-term investments Investment income receivable (Note 1) Receivables, net Contributions receivable, net (Note 2) Inventories (Note 1) Prepaid expenses and other assets Student loans receivable, net (Note 1) 6 47 1,394 1,385 10,502 9,247 628 731 3,300 3,104 14,457 14,579 Beneficial interest in outside trusts (Note 1) 1,993 1,708 Assets held under split-interest agreements (Note 1) 6,265 6,042 276,927 250,468 7,494 3,889 Endowment investments (Notes 1, 3 and 4) Intangibles, net (Notes 1 and 5) Assets restricted for investment in campus facilities Campus facilities, net (Notes 1 and 5) Total assets 10,849 882 180,389 173,222 $555,587 $506,384 LIAB ILI TIE S AND NET ASS ETS: Liabilities: Accounts payable $ Accrued payroll and other liabilities (Note 8) 3,920 $ 2,398 13,892 13,083 Advance deposits from students (Note 1) 1,860 2,912 Liabilities under split-interest agreements (Note 1) 2,400 2,391 12,502 12,827 Government advances for student loans (Note 1) Asset retirement obligation (Notes 1 and 5) 1,650 1,611 Unrealized loss on interest rate swap agreements (Note 6) 10,864 16,052 Long-term debt (Note 6) 78,694 60,766 $125,782 $112,040 Total liabilities Net Assets: Unrestricted: Available for operations 987 984 111,475 114,862 Endowment (Note 4) 94,148 86,394 Designated for other specific purposes 18,230 10,312 224,840 212,552 Invested in or designated for campus facilities Total unrestricted Temporarily restricted (Note 7) 84,157 67,271 Permanently restricted (Note 7) 120,808 114,521 429,805 394,344 $555,587 $506,384 Total net assets Total liabilities and net assets The accompanying notes are an integral part of the consolidated financial statements 12 university of puget sound 2013 financial report University of Puget Sound Consolidated Statement of Activites For the Year Ended June 30, 2013 (With Summarized Financial Information for the Year Ended June 30, 2012) Unrestricted (Dollars in Thousands) Temporarily Restricted Permanently Restricted Totals 2013 2012 Operating: Revenues and gains: Student tuition and fees $109,911 $109,911 $ 108,072 Less student financial aid (43,098) (43,098) (41,277) Net tuition and fees 66,813 66,813 66,795 Student room and board 17,986 17,986 17,962 Other auxiliary enterprises 3,969 3,969 3,783 2,228 Governmental grants and contracts 901 $ 1,115 2,016 Contributions (Note 1) 2,738 2,669 5,407 4,102 Endowment income and gains distributed (Note 4) 3,533 7,092 10,625 10,819 Interest income Other sources Total operating revenues and gains 198 15 213 501 1,471 3 1,474 1,276 97,609 10,894 108,503 107,466 46,760 Expenses: Educational and general: Instruction 48,142 48,142 Academic support 9,357 9,357 8,882 Student services 17,806 17,806 17,400 14,225 Institutional support Total educational and general expenses Auxiliary enterprises Total operating expenses 14,010 14,010 89,315 89,315 87,267 19,600 19,600 19,916 108,915 108,915 107,183 Net assets released from restrictions 9,834 (9,834) - - Increase (decrease) in net assets from operating activities (1,472) 1,060 (412) 283 Contributions (Note 1) - 2,730 $ 5,389 8,119 17,209 Change in allowance for uncollectible promises (Note 2) - 74 10 84 (2,071) 6,956 14,293 696 21,945 (13,105) (386) - - (386) - Other adjustments and changes 5,875 44 192 6,111 (8,477) Net assets released from restrictions Increase (decrease) in net assets from nonoperating activities 1,315 (1,315) - - - 13,760 15,826 6,287 35,873 (6,444) Nonoperating: Net gains (losses) and income on endowment investments, net of distributions (Note 4) Loss on debt extinguishment Increase (decrease) in net assets Net assets at beginning of the year Net assets at end of the year 12,288 16,886 6,287 35,461 (6,161) 212,552 67,271 114,521 394,344 400,505 $224,840 $84,157 $120,808 $429,805 $394,344 The accompanying notes are an integral part of the consolidated financial statements University of Puget Sound 2013 Financial Report 13 University of Puget Sound Consolidated Statement of Cash Flows For the Year Ended June 30, 2013 (With Summarized Financial Information for the Year Ended June 30, 2012) (Dollars in Thousands) 2013 2012 Cash flows from operating activities: Change in net assets $35,461 $(6,161) Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation and amortization 12,857 12,299 Contributions restricted for long-term investment (6,960) (15,481) Gifts of investments, property, and outside trusts (22) (12) (29,885) 4,998 Actuarial adjustments of liabilities under split-interest agreements (276) 240 Loss on debt extinguishment 386 - (Gains) losses on endowment investments and split-interest agreements Loss on disposition of fixed assets 6 - (59) 39 38 48 Accounts receivable (9) 916 Investment income receivable 41 9 (1,255) 76 77 1,204 Amortization of tax-exempt bond premium, discount, and issuance costs Accretion, settlement, and adjustments to asset retirement obligations Changes in: Contributions receivable, net Inventories, prepaid expenses, and other assets Accounts payable 133 (936) Accrued payroll and other liabilities 809 2,408 Advance deposits from students (1,052) (4) Unrealized (gain) loss on interest rate swap agreements (5,188) 6,961 5,103 6,603 Net cash provided by operating activities Cash flows from investing activities: 92,947 91,526 (89,708) (5,464) (95,291) 1,515 Proceeds from sales and maturities of investments Purchases of investments Net (purchases) sales of short-term investments Purchases of assets restricted for investment in campus facilities Purchases of campus facilities and intangibles (9,967) (750) (22,242) (18,885) (2,388) (1,484) 2,089 (34,733) 1,881 (21,488) Disbursements of loans to students Repayments of loans from students Net cash used for investing activities Cash flows from financing activities: 6,960 15,481 Investment income subject to split-interest agreements Contributions restricted for long-term investment 206 208 New liabilities under split-interest agreements 126 16 (368) (384) Payments to split-interest agreement beneficiaries Proceeds from long-term debt 67,577 - (583) - (49,563) 96 24,451 (1,580) 127 13,868 Bonds cost of issuance Repayments of long-term debt Changes in government advances for student loans Net cash provided by financing activities Net decrease in cash and cash equivalents (5,179) (1,017) 23,496 24,513 $18,317 $23,496 $ 2,777 $ 2,447 Purchases of equipment and building construction on account $ 2,823 $ 1,434 Student loan cancellations $ $ Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Supplemental cash flow information: Interest paid (net of capitalized interest of $590 and $131 in 2013 and 2012, respectively) Noncash investing and financing activities: 421 The accompanying notes are an integral part of the consolidated financial statements 14 university of puget sound 2013 financial report 422 University of Puget Sound Consolidated Supplemental Schedule of Changes in Endowment Investments For the Year Ended June 30, 2013 (With Comparative Financial Information for the Year Ended June 30, 2012) (Dollars in Thousands) 2013 2012 $250,468 $251,291 Gifts 3,159 12,178 Other transfers and additions 1,355 104 5,146 4,479 (1,867) Endowment investments, beginning of the year Return on endowment investments: Ordinary income Less investment expenses (2,370) Realized gains 13,126 686 Change in cumulative unrealized gains (losses) 16,668 (5,584) Total return on endowment investments 32,570 (2,286) Amount distributed for operating activities (10,625) (10,819) Net change in endowment investments 26,459 (823) $276,927 $250,468 13.00% (1.20%) Endowment investments, end of the year Total return on pooled endowment Pooled investments and the allocation of income and gains are accounted for under the unit method. Pooled endowment investment unit values are summarized as follows: Market value, end of year Market value, beginning of period 2013 2012 $63.1869 $55.9148 55.9148 56.5772 $ 7.2721 $ (0.6624) Ordinary income $ 0.5929 $ 0.5296 Distributed for operations $ 2.4426 $ 2.5004 Gain (loss) See accompanying Independent Auditor’s Report University of Puget Sound 2013 Financial Report 15 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The University of Puget Sound (the university, Puget Sound), established in 1888, is a nonprofit corporation organized under the laws of the state of Washington. The university is an independent residential undergraduate liberal arts college with selected graduate programs building effectively on a liberal arts foundation. The university, as a community of learning, maintains a strong commitment to teaching excellence, scholarly engagement, and fruitful student-faculty interaction. The mission of the university is to develop in its students capacities for critical analysis, aesthetic appreciation, sound judgment, and apt expression that will sustain a lifetime of intellectual curiosity, active inquiry, and reasoned independence. A Puget Sound education, both academic and cocurricular, encourages a rich knowledge of self and others; an appreciation of commonality and difference; the full, open, and civil discussion of ideas; thoughtful moral discourse; and the integration of learning, preparing the university’s graduates to meet the highest tests of democratic citizenship. Such an education seeks to liberate each person’s fullest intellectual and human potential to assist in the unfolding of creative and useful lives. Basis of Accounting and Presentation The accompanying financial statements are the consolidated statements of the university and its wholly owned subsidiaries CVI GVF Holdings 13 Ltd. and Rainier Heights Holdings, LLC. All material transactions between the university and its consolidated subsidiaries have been eliminated. The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with the AICPA Audit and Accounting Guide for Not-For-Profit Organizations. While the underlying accounts of the university are maintained in accordance with the principles of fund accounting to facilitate observance of specific restrictions placed on the resources available to the university, the consolidated financial statements focus on the university as a whole. The university’s activities and net assets are classified in the consolidated financial statements as unrestricted, temporarily restricted, or permanently restricted based on the existence or absence of donor-imposed restrictions. These classifications are described below: Unrestricted net assets - resources not subject to donor-imposed restrictions. Temporarily restricted net assets - resources that can be expended subject to donor-imposed restrictions as to use or passage of time. Permanently restricted net assets - resources that a donor requires the university to retain in perpetuity. Generally, the donor permits the university to use all or a part of the income and gains earned on the contributed assets. The Consolidated Statement of Activities presents expenses by functional classification in accordance with the overall educational mission of the university. Depreciation and amortization expense is allocated directly to functional classifications based on the nature of the underlying assets. Interest expense on long-term debt is allocated to the functional areas that have benefited from the proceeds. The cost of operating and maintaining campus facilities is allocated to the functional areas based on occupancy square footage. The cost of supporting information technology systems is allocated to the functional areas based on estimated utilization of system resources and support. The university has defined nonoperating activities to include contributions added to endowment, contributions supporting major capital purchases, contributions and other activity related to split-interest agreements, changes in the allowance for uncollectible promises to give, retirement plan actuarial adjustments, interest rate swap agreement changes in fair value, and endowment income, losses on debt extinguishment, and gains or losses, net of amounts distributed to support operations in accordance with the applicable spending policies. Certain other gains and losses that do not occur in the normal course of operations are also included in nonoperating activity. The Consolidated Statement of Activities includes comparative summarized information for the year ended June 30, 2012. Such information does not include sufficient detail by net asset class to constitute a presentation in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). Accordingly such information should be read in conjunction with the university’s consolidated financial statements for the year ended June 30, 2012, from which the summarized information was derived. In addition, the notes to the consolidated financial statements exclude comparative information for certain disclosures. Certain reclassifications of prior year amounts have been made to conform to the 2013 classification. Such reclassifications had no effect on previously reported net assets, changes in net assets, or net cash flows. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less when purchased, except for those held for long-term investment. Cash equivalents totaled $7,909 and $530, respectively, at June 30, 2013 and 2012. 16 university of puget sound 2013 financial report University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued Receivables Investment income receivable includes earnings on cash and cash equivalents, short-term investments, and investment property. A reasonable estimate of the fair value of student loans receivable, which are federally-sponsored student loans with U.S. government-mandated interest rates and repayment terms, could not be made because the notes are not saleable and can only be assigned to the U.S. government or its designees. The university participates in the Federal Perkins revolving loan program. The availability of funds for loans under the program is dependent on reimbursements to the pool from repayments on outstanding loans. The outstanding loan balance was $14,457 and $14,579 at June 30, 2013 and 2012, respectively. Funds contributed to the program by the Federal government must ultimately be returned to the government so they are classified as liabilities under “Government advances for student loans” in the Consolidated Statement of Financial Position. Outstanding loans cancelled under the program result in a reduction of the funds available for loan and a decrease in the liability to the government. Contributions Contributions received, including unconditional promises to give, are recognized as revenues when the donor’s commitment is received. Unconditional promises are recognized at the estimated present value of expected future cash flows. An allowance for uncollectible promises is provided based on management’s judgment including but not limited to factors such as prior giving history, type of contribution, collection risk, and nature of fundraising activity. Conditional promises are recorded when donor stipulations are substantially met. Total contributions of $13,526 and $21,311 are recognized in the Consolidated Statement of Activities for the years ended June 30, 2013 and 2012, respectively, and include both operating and nonoperating contributions. Fundraising expenses of $3,730 and $4,025 are included in Institutional support in the Consolidated Statement of Activities for the years ended June 30, 2013 and 2012, respectively, and include direct expenses associated with fundraising activities and allocations for depreciation expense, interest on long-term debt, operation and maintenance of campus facilities, and information technology support. Inventories Inventories are carried at cost using average cost, first-in first-out, and retail valuation methods. The cost of inventories is not in excess of net realizable value. Investments Investments are stated at fair value according to U.S. GAAP (see Note 3), which requires that the valuation of investments reported at fair value be made in the context of market conditions as of the valuation date. Whenever available, quotations from organized securities exchanges are used as the basis for fair value. For investments not traded on organized exchanges, fair value estimates are provided by investment managers. For applicable investments, manager-reported net asset value (NAV) is used as a practical expedient to estimate fair value. Valuations provided by fund managers consider variables such as the financial performance and sales of underlying investments and other pertinent information. In addition, actual market exchanges at year-end provide additional observable market inputs of the exit price. The university employs procedures to ensure appropriate oversight of its investments. Procedures include onging monitoring and reviews of valuations and assumptions provided by investment managers and the university believes that the carrying amounts of these financial instruments are reasonable estimates of the fair value. For real estate or hard-to-value assets held for investment directly or in trust by the university or its subsidiaries, reported fair value is based on a representative appraisal performed at intervals appropriate to establish current market values, with consideration given to the cost/benefit of the appraisal. Investment transactions are recorded on a trade-date basis and the cost of securities sold is based on their weighted average cost. Interest is accrued as earned, and dividends are recorded on the ex-dividend date. Risk and Investment Performance Cash, cash equivalents, and investments are exposed to various risks, such as interest rate, market, and credit. To minimize such risks, the university has a diversified portfolio with a number of investment managers in a variety of asset classes. The university regularly evaluates its investments including performance thereof. Due to inherent risks and potential volatility in investment valuations, the amounts reported in the Consolidated Statement of Financial Position and Consolidated Statement of Activities can vary substantially from year to year. Beneficial Interest in Outside Trusts Funds held in trust by others represent resources neither in the possession nor under the control of the university. These trusts are administered by outside trustees, with the university deriving income and/or a residual interest from the assets. When an irrevocable trust is established or the university is notified of its existence, the university recognizes its beneficial interest in the outside trust as a contribution at fair value, which is measured as the present value of the estimated expected future benefits to be received when the trust assets are distributed. The contribution revenue recognized is classified as an increase in either temporarily or permanently restricted net assets based on the time or use restrictions placed by the donor upon the university’s beneficial interest in the assets. Periodic adjustments to the beneficial interest to reflect changes in the fair value, life expectancy, and discount rate are recognized as actuarial gains or losses. The discount rate used at June 30, 2013, was 1.20%. University of Puget Sound 2013 Financial Report 17 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued Amounts held as Trustee or Agent Under Split-Interest Agreements The university has legal title, either in the university’s name or as trustee, to charitable remainder and lead trusts. No significant financial benefit can be realized until the contractual obligations are released. The university also receives contributions in exchange for charitable gift annuity contracts. Actuarial methods are used to record these annuities and trusts using discount rates ranging from 1.20% to 9.40%. For charitable gift annuities and charitable remainder trusts, when a gift is received, the present value of future expected payments to the beneficiaries is recorded as a liability based upon life expectancy tables and current discount rate assumptions and the remainder is recorded as a contribution. For charitable lead trusts, when a gift is received, the present value of future expected payments to the university, as lead beneficiary, is recorded as a contribution and the remainder is recorded as a liability to the remainder beneficiaries. Contribution revenue recognized from charitable gift annuities and charitable remainder and lead trusts is classified as an increase in unrestricted, temporarily restricted, or permanently restricted net assets based on the existence or absence of time or use restrictions placed by the donor upon the university’s interest in the assets. Annuity and trust assets are reported at fair value. Investment income and gains are credited, and beneficiary payments, direct costs of funds management, and investment losses are charged to the liability accounts, with periodic adjustments made between the liability and the net assets to record actuarial gains or losses resulting from changes in fair value and life expectancy. The university maintains separate reserve funds adequate to meet future payments under its charitable gift annuity contracts as required by governing states’ laws. The total amount held in separate reserve funds was $1,081 as of June 30, 2013, and $825 as of June 30, 2012. The amount included in the liability under split-interest agreements to meet future payments under gift annuity contracts was $544 as of June 30, 2013, and $435 as of June 30, 2012. Intangible Assets and Campus Facilities Intangible assets include software, website development costs, and electronic information resources, and are recorded at cost. These assets have finite useful lives and are amortized on a straight-line basis over their estimated useful lives, ranging from three to 20 years. Campus facilities, including land, buildings, equipment, and library resources, are recorded at cost or, if received as a gift, at fair value on the date of donation. In the absence of donor-imposed restrictions on the use of assets, gifts of long-lived assets are reported as unrestricted contributions. The university’s natural history and other collections are capitalized but not depreciated. Maintenance and repairs are charged to operations when they occur. Expenditures that significantly increase the value, performance, capacity, or service potential or extend the useful lives of campus facilities are capitalized and depreciated. Depreciation is computed on a straight-line basis over estimated useful lives of 15 years for land improvements, 25 to 40 years for buildings, 20 years for building improvements, four to seven years for equipment, and three years for library resources. The costs and accumulated depreciation and amortization of assets sold or retired are removed from the accounts, and the related gains and losses are included in the Consolidated Statement of Activities. Asset Retirement Obligations Asset retirement obligations include legal obligations associated with the retirement of long-lived assets. These liabilities are recorded at fair value when incurred and are capitalized by increasing the carrying amount of the associated long-lived asset. The fair value of the obligation is measured based on the present value of estimated future retirement costs. Asset retirement costs are depreciated on a straight-line basis over the useful life of the associated asset. Subsequent to the initial recognition, period-to-period changes in the carrying amount of the liability are recorded due to the passage of time and revisions to either the timing or amount of the original estimated cash flows. The liability is removed when the related obligation is settled. Advance Deposits from Students Payments from students received by the end of the current fiscal year that are for a term in the subsequent fiscal year have been deferred for inclusion in unrestricted operating revenues in that subsequent year. Federal Income Taxes The university has been recognized by the Internal Revenue Service as exempt from federal income taxes under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3) of the Internal Revenue Code except to the extent of unrelated business taxable income. Donations to the university are generally tax deductible. The university’s wholly-owned subsidiaries CVI GVF Holdings 13 Ltd. and Rainier Heights Holdings, LLC are subject to federal income tax as applicable. The university had no unrecognized tax benefits that would have required an adjustment to its net assets, and no unrecognized tax benefits at June 30, 2013. In general the university is no longer subject to U.S. federal and state income tax examinations by tax authorities before its fiscal year ended June 30, 2007. 18 university of puget sound 2013 financial report University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 2 – CONTRIBUTIONS RECEIVABLE June 30, 2013 June 30, 2012 $ 5,220 7,958 $ 4,241 7,901 More than five years 200 13,378 12,142 Allowance for uncollectable promises (2,306) (2,390) Unconditional promises expected to be collected in: Less than one year One to five years Discount to present value (discount rates of 0.51% to 3.34%) Contributions receivable, net (570) (505) $10,502 $ 9,247 $ 8,273 $ 6,191 4,347 5,267 Contributions receivable are intended for the following uses, net of discount: Endowment Construction and improvement of campus facilities Student financial aid Other programs and activities, including unrestricted promises for future periods Allowance for uncollectable promises 51 58 137 121 $12,808 $11,637 (2,306) (2,390) $10,502 $ 9,247 At June 30, 2013, the university did not have any conditional promises to give. NOTE 3 – FAIR VALUE MEASUREMENTS The university discloses the fair value of assets and liabilities providing it is practicable to do so. Fair value measurements are determined based on the assumptions that market participants, in the context of an orderly market, would use in pricing an asset or liability. U.S. GAAP established a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in an active market for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 -- inputs are unadjusted quoted prices in active markets for identical assets or liabilities. For the university, this level generally includes mutual funds, listed equities, and other securities where quoted prices may be easily obtained. Level 2 -- inputs other than quoted prices included within Level 1 that are observable market-based inputs or unobservable inputs that are corroborated by observable market data. Assets and liabilities the university generally classifies as Level 2 include units held in commingled pools and common trust funds, investments that may be priced using model-based valuation, including the university’s interest rate swap agreements, and municipal and government agency obligations. Level 3 -- inputs are unobservable because there is little or no market activity, and reflect an entity’s own determination about the assumptions that market participants would use in pricing the assets or liabilities. For the university, assets and liabilities in Level 3 include units in hedge funds, beneficial interests in outside trusts, interests in perpetual trusts, limited partnership interests, other private investments, and the university’s asset retirement obligations. An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. University of Puget Sound 2013 Financial Report 19 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 3 – FAIR VALUE MEASUREMENTS, continued For assets and liabilities reported at fair value, the following table presents the fair value measurements used as of June 30, 2013: Pooled endowment investments: Global equity: US Total Level 1 Level 2 Level 3 $ Redemption Restrictions Level 2 & 3 $ 57,484 $ 11,982 $ 45,502 - Daily, 1-5 days’ notice International 42,982 15,332 27,650 - Daily and monthly, 1-44 days’ notice Directional hedged equity 22,528 - 14,627 7,901 Monthly, quarterly, and annual, 6-100 days’ notice Private equity 22,615 - - 22,615 Interest rate sensitive strategies 51,770 51,770 - - Private debt 10,169 - - Unfunded Commitments Illiquid $ 10,487 10,169 Illiquid $ $ 11,324 Global fixed income/credit: 2,011 Real assets: Private energy 20,197 - - 20,197 Illiquid 8,455 - - 8,455 Illiquid $ 58 14,467 - - 14,467 Illiquid $ 3,805 554 18,176 - - 554 18,176 In liquidation 4,732 4,732 - - Equity mutual funds 343 343 - - Fixed income mutual funds 453 453 - - Real estate 134 - - 134 Illiquid 24 - - 24 Illiquid - - - - Timber Real estate Absolute return hedge funds: In liquidation Other Cash and short-term investments Quarterly/Semi-annual 60-100 days’ notice Nonpooled endowment investments Private equity Cash and short-term investments Perpetual trusts Total endowment investments Other assets Cash and cash equivalents held in split-interest agreements 1,844 - - 1,844 276,927 84,612 87,779 104,536 366 366 - - Illiquid 727 727 - Equity mutual funds 2,373 2,373 - - Fixed income mutual funds 7,162 7,162 - - 21,786 - 21,786 - 1,993 - - 1,993 Illiquid 380 - - 380 Illiquid Marketable securities Municipal/government agency obligations Beneficial interest in outside trusts Real estate Total other assets 34,787 10,628 21,786 2,373 $311,714 $ 95,240 $109,565 $106,909 Asset retirement obligation $ 1,650 $ - $ - $ 1,650 Unrealized loss on interest rate swap agreements Total 10,864 $ 12,514 $ - 10,864 $ 10,864 $ 1,650 Total Liabilities 20 university of puget sound 2013 financial report University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 3 – FAIR VALUE MEASUREMENTS, continued For assets and liabilities reported at fair value, the following table presents the fair value measurements used as of June 30, 2012: Total Pooled endowment investments: Global equity: US Level 1 Level 2 Level 3 $ 54,129 $ 16,795 $ 37,334 - Daily, 1-5 days’ notice International 33,848 10,633 23,215 - Daily and monthly, 1-44 days’ notice Directional hedged equity 21,430 - 11,621 9,809 Monthly, quarterly, and annual, 6-100 days’ notice Directional hedged equity-in liquidation $ Redemption Restrictions Level 2 & 3 99 - - 99 20,256 - - 20,256 Interest rate sensitive strategies 54,627 54,627 - - Private debt 10,376 - - Private equity Unfunded Commitments Illiquid $ 10,865 10,376 Illiquid $ Global fixed income/credit: 3,429 Real assets: Private energy 11,957 - - 11,957 Illiquid $ 18,384 7,303 - - 7,303 Illiquid $ 1,072 13,724 - - 13,724 Illiquid $ 5,073 1,128 17,220 - - 1,128 17,220 In liquidation 1,668 1,668 - - Equity mutual funds 308 308 - - Fixed income mutual funds 445 445 - - Real estate 134 - - 134 Illiquid 21 - - 21 Illiquid 8 8 - - Timber Real estate Absolute return hedge funds: In liquidation Other Cash and short-term investments Quarterly/Semi-annual 60-100 days’ notice Nonpooled endowment investments Private equity Cash and short-term investments Perpetual trusts Total endowment investments Other assets Cash and cash equivalents held in split-interest agreements Marketable securities 1,787 - - 1,787 250,468 84,484 72,170 93,814 251 251 - - 2,639 2,639 - - Illiquid Equity mutual funds 2,140 2,140 - Fixed income mutual funds 7,034 7,034 - 12,444 - 12,444 - 1,708 - - 1,708 Illiquid 380 - - 380 Illiquid Municipal/government agency obligations Beneficial interest in outside trusts Real estate Total other assets 26,596 12,064 12,444 2,088 $ 277,064 $ 96,548 $84,614 $95,902 Asset retirement obligation $ $ - $ - $ 1,611 Unrealized loss on interest rate swap agreements Total 16,052 $ 17,663 $ - 16,052 $16,052 $ $1,611 Total Liabilities 1,611 University of Puget Sound 2013 Financial Report 21 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 3 – FAIR VALUE MEASUREMENTS, continued Although the university uses its best judgment in determining the fair value of assets and liabilities, there are inherent limitations in any methodology. Therefore, the values presented herein are not necessarily indicative of the amount the university could realize in a current transaction. Future confirming events could affect the estimates of fair value and could be material to the consolidated financial statements. These events could also affect the amount realized upon liquidation of the investments. Carrying amounts for cash and cash equivalents approximate fair value because of the short maturity of these instruments. Perpetual trusts and some charitable remainder trusts are managed by outside trustees and are not subject to the university’s investment policies. Redemption terms and restrictions and unfunded commitments are presented for investments when manager-reported net asset value (NAV) is used as a practical expedient to estimate fair value. Valuations of underlying assets which comprise the NAV are provided by fund managers and consider variables such as comparable sales, income streams discounted for risk levels, and other pertinent information. In addition, actual market exchanges of units of the investment fund at or near fiscal year-end provide observable market inputs of the exit price. Based on its review of assumptions and valuations provided by fund managers, the university believes the carrying amount of these financial instruments are reasonable estimates of fair value. The fair value of endowment investments with liquidity of 90 days or greater was $104,495 at June 30, 2013, and $93,637 at June 30, 2012. Global equities include marketable securities held in mutual funds and commingled pools, enhanced indexing, and directional hedge funds that are benchmarked against equity indices. The fair value of assets held through commingled pools and common trusts, units of which are not publicly traded, was $64,147 at June 30, 2013, and $53,247 at June 30, 2012. The university utilizes enhanced indexing strategies to gain exposure to the S&P 500 through the use of futures contracts, allowing a portion of the large-cap domestic and international equity allocations to be invested in fixed-income securities to enhance the index returns. The fair value of investments that employed enhanced indexing strategies was $9,005 at June 30, 2013, and $7,301 at June 30, 2012. Directional hedged equities generally utilize both long and short positions in corporate securities and derivatives to provide favorable risk-adjusted returns. Private capital funds are not generally available for liquidation by the university and depend on fund managers’ decisions about exit timing to provide distributions. In addition, the university has minimal ability to influence the operating decisions affecting these investments. The fair values of private capital funds have been estimated using the most current information available and as applicable, adjusting for cash flows since the valuation date. Unfunded commitments to private capital may be called at any time during the fund investment periods, which generally range from three to seven years. Absolute return hedge funds utilize strategies designed to generate long-term capital appreciation with low volatility and little correlation with equity and bond markets. Some absolute return funds may invest a small portion of assets in private capital funds or other illiquid vehicles. The following table presents changes for assets and liabilities measured at fair value using significant unobservable inputs (Level 3): June 30, 2013 Assets Balance, beginning of the year Liabilities Assets Liabilities $ 95,902 $1,611 $96,963 $ 1,563 Total realized and unrealized gains 12,818 - 2,284 - Purchases 16,478 - 16,302 - - 39 - 48 (18,289) - (19,647) - $106,909 $1,650 $95,902 $ 1,611 June 30, 2013 June 30, 2012 $ 10,946 $ 3,501 Issues Sales Balance, end of the year Unrealized gains related to Level 3 assets held at the end of the year included in “Net gains (losses) and income on endowment investments, net of distributions” in the Consolidated Statement of Activities 22 June 30, 2012 university of puget sound 2013 financial report University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 4 – ENDOWMENT INVESTMENTS AND NET ASSETS At June 30, 2013, the university’s endowment consisted of approximately 546 individual funds established for a variety of purposes. The endowment includes both donor-restricted endowments and funds designated by the board of trustees to function as endowments (quasiendowments). Quasi-endowment funds may be expended at the discretion of the university’s board of trustees. As required by U.S. GAAP, net assets associated with endowment funds, including quasi-endowment funds, are classified and reported based on the existence or absence of donor-imposed restrictions. Endowment Investment and Spending Policies To enable broad diversification and economies of scale, the university’s policy is to pool endowment assets for investment purposes to the fullest extent possible as permitted by gift agreements and applicable government regulations. In the rare cases when a donor has prohibited a gift from being pooled for investments purposes, such endowments (referred to as non-pooled endowments) are separately invested and managed. The purpose of the university’s pooled endowment is to provide ongoing financial support for operations that will remain stable (or grow) in real or inflation-adjusted terms, as adjusted for new additions to the pooled endowment. The primary investment objective of the pooled endowment is to provide a sustainable maximum level of return consistent with prudent risk levels. The overall, long-term investment goal of the pooled endowment is to achieve an annualized total return (net of fees and expenses), through appreciation and income, of at least 5% plus the rate of inflation (as measured by the broad, domestic Consumer Price Index), thus protecting the assets against inflation. Investments are diversified across a wide range of asset classes, including those providing return premiums for illiquidity, so as to provide a balance that will enhance total return under a range of economic scenarios, while avoiding undue risk concentrations in any single asset class or investment category. Maintaining adequate liquidity to meet operating and debt service requirements, to support desired credit ratings, and to provide a source of funds for rebalancing is also considered when making investment decisions regarding asset allocation or changes in managers. In accordance with the Washington State Uniform Prudent Management of Institutional Funds Act (UPMIFA), the university considers the following factors, among others, in making a determination to appropriate or accumulate donor-restricted endowment funds: (1) the duration and preservation of the fund; (2) the purposes of the university and the donor-restricted endowment fund; (3) general economic conditions; (4) the possible effect of inflation or deflation; (5) the expected total return from income and the appreciation of investments; (6) other resources of the university; and (7) the investment policies of the university. Pooled endowment spending is determined using the total return concept. The board of trustees approved a spending rate of 5% of a trailing 36-month average market value for the years ended June 30, 2013 and 2012. For a few donor-restricted endowment funds, the university honors and adheres to donor-stipulated spending limitations. At June 30, 2013, nearly 99% of the university’s endowment investments were pooled. University of Puget Sound 2013 Financial Report 23 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 4 – ENDOWMENT INVESTMENTS AND NET ASSETS, continued Interpretation of Relevant Law Consistent with its understanding of donor intent, the board of trustees of the university has interpreted UPMIFA as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds, absent explicit donor stipulations to the contrary. The university classifies as permanently restricted net assets: (a) the original value of gifts to donor-restricted endowments and (b) any other amounts added to donor-restricted endowments that donors have stipulated are not expendable. The remaining portion of the donor-restricted endowment fund that is not classified as permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure by the university in a manner consistent with the standard of prudence prescribed by UPMIFA. Temporarily restricted board-designated quasi-endowment funds were established with expendable restricted bequests and gifts. As of June 30, 2013, endowment net assets consisted of the following: Unrestricted Temporarily Restricted Permanently Restricted Total $70,062 $110,914 $180,973 462 - 462 181,435 Donor-restricted endowment funds: True endowments $ Term endowments - Total donor-restricted endowment funds Board-designated quasi-endowment funds Total endowment investments 70,524 110,914 94,151 (3) 1,341 - 95,492 94,148 71,865 110,914 276,927 Unconditional promises to endowment Total endowment net assets (3) - 150 5,932 6,082 $94,148 $72,015 $116,846 $283,009 Temporarily Restricted Permanently Restricted Total $55,511 $106,811 $162,302 437 - 437 55,948 106,811 162,739 As of June 30, 2012, endowment net assets consisted of the following: Unrestricted Donor-restricted endowment funds: True endowments Term endowments Total donor-restricted endowment funds Board-designated quasi-endowment funds Total endowment investments Unconditional promises to endowment Total endowment net assets 24 university of puget sound 2013 financial report $ (20) (20) 86,414 1,315 - 87,729 86,394 57,263 106,811 250,468 - - 3,990 3,990 $86,394 $57,263 $110,801 $254,458 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 4 – ENDOWMENT INVESTMENTS AND NET ASSETS, continued Changes to endowment net assets for the year ended June 30, 2013 are as follows: Temporarily Restricted Permanently Restricted $86,394 $ 57,263 $106,811 - - 3,990 3,990 86,394 57,263 110,801 254,458 Unrestricted Total Endowment net assets, June 30, 2012: Endowment investments Unconditional promises to endowment Total endowment net assets $250,468 Contributions: Gifts added to endowment investments - - 3,159 3,159 Change in unconditional promises, net - 150 1,942 2,092 - 150 5,101 5,251 Transfers and other additions Total contributions 102 1,005 248 1,355 Net assets released from restrictions 696 (696) - - 881 1,852 43 2,776 4,205 8,661 260 13,126 Return on investments: Ordinary income, net of investment expenses Realized gains Change in cumulative unrealized gains Total return on investments 5,403 10,872 393 16,668 10,489 21,385 696 32,570 Amount distributed for operating activities (3,533) (7,092) - (10,625) Total return, net of operating distribution 6,956 14,293 696 21,945 94,148 71,865 110,914 276,927 - 150 5,932 6,082 $94,148 $72,015 $116,846 $283,009 Temporarily Restricted Permanently Restricted $91,364 $65,139 $ 94,788 $251,291 - 162 2,871 3,033 91,364 65,301 97,659 254,324 Endowment net assets, June 30, 2013: Endowment investments Unconditional promises to endowment Total endowment net assets Changes to endowment net assets for the year ended June 30, 2012 are as follows: Unrestricted Total Endowment net assets, June 30, 2011: Endowment investments Unconditional promises to endowment Total endowment net assets Contributions: Gifts added to endowment investments - 197 11,981 12,178 Change in unconditional promises, net - (162) 1,119 957 Total contributions - 35 13,100 13,135 Transfers and other additions 2 (12) 114 104 Ordinary income, net of investment expenses 816 1,668 128 2,612 Realized gains 223 444 19 686 (2,217) (3,148) (219) (5,584) (1,178) (1,036) (72) (2,286) Amount distributed for operating activities (3,794) (7,025) - (10,819) Total return, net of operating distribution (4,972) (8,061) (72) (13,105) 86,394 57,263 106,811 250,468 - - 3,990 3,990 $86,394 $57,263 $110,801 $254,458 Return on investments: Change in cumulative unrealized losses Total return on investments Endowment net assets, June 30, 2012: Endowment investments Unconditional promises to endowment Total endowment net assets University of Puget Sound 2013 Financial Report 25 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 5 – INTANGIBLE ASSETS AND CAMPUS FACILITIES Intangible Assets Intangible assets include software, electronic information resources, and website development costs. The weighted average amortization period for intangible assets is 17 years. June 30, 2013 June 30, 2012 Amortized intangible assets: Gross carrying amount $9,066 $6,508 Accumulated amortization (1,572) (2,619) $ 7,494 $3,889 Net carrying amount The gross carrying amount included $71 of software placed in service subsequent to year-end and considered in progress at June 30, 2013. Aggregate amortization expense: 2013 $ 824 Estimated amortization expense for each of the next five years and thereafter is as follows: 2014 $ 948 2015 744 2016 498 2017 362 2018 352 Thereafter Total 4,519 $ 7,423 Campus Facilities Campus facilities consisted of the following: June 30, 2013 Land and improvements Building and improvements Equipment Library resources Collections Construction in progress Accumulated depreciation Campus facilities, net June 30, 2012 $ 29,770 $ 28,488 210,611 210,332 17,502 17,412 1,158 1,433 547 544 17,906 2,602 277,494 260,811 (97,105) (87,589) $180,389 $173,222 Asset Retirement Obligations Under U.S. GAAP, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the liability can be reasonably estimated. For the university, these obligations are primarily for the disposal of asbestos and certain other regulated materials generally found in pre-1980 campus facilities. Though these materials do not currently pose a health hazard in any of these facilities, appropriate remediation procedures are required to remove these materials upon renovation or demolition. The following schedule summarizes the university’s asset retirement obligation activity: June 30, 2013 Asset retirement obligation, beginning of the year $ 1,611 $ 1,563 (28) (43) - 8 Accretion expense 68 67 Revisions in estimated cash flows (1) 16 $ 1,650 $ 1,611 Obligations settled Obligations Incurred Asset retirement obligation, end of the year 26 June 30, 2012 university of puget sound 2013 financial report University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 6 – LONG-TERM DEBT Long-term debt consisted of the following: Final Maturity/ Refunding Date June 30, 2013 June 30, 2012 WHEFA Revenue Bonds, 2012A 2042 $38,295 WHEFA Revenue Bonds, 2012B 2036 29,195 $ - WHEFA Revenue Bonds, 2006A 2012 - 19,615 WHEFA Revenue Bonds, 2006B 2012 - 29,505 WHEFA Revenue Bonds, 2001 2031 10,425 10,460 WHEFA Revenue Bonds, 1998 2014 773 1,127 2013-2014 6 59 $78,694 $60,766 Capital lease obligations Total Principal due within the next five fiscal years and thereafter is as follows: 2014 $ 956 2015 990 2016 1,040 2017 1,085 2018 Thereafter 1,125 70,010 75,206 Unamortized net premium Unamortized net discount Total 3,490 (2) $78,694 The Washington Higher Education Facilities Authority (WHEFA) is a financing conduit provided by the State of Washington for private higher education facility acquisition and construction in the state. The tax-exempt bonds are obligations solely of the university and are not guaranteed by the state. The WHEFA bond agreements contain covenants relating to maintenance of facilities, insurance, and other general items. In addition, the WHEFA 2001 and WHEFA 2012B bond agreements contain covenants that the university will comply with certain liquidity requirements. The university’s underlying long-term rating is “A1” by Moody’s Investors Service, Inc., and “A+” by Standard & Poor’s Rating Services. In October 2012 the university entered into loan agreements whereby WHEFA issued tax-exempt Revenue and Refunding Revenue Bonds in the amount of $34,805 at a net premium of $3,577 (Series 2012A) and Refunding Revenue Bonds in the amount of $29,195 (Series 2012B). The bonds are general obligations of the university. The proceeds from the Series 2012A bonds were used to finance the construction of a 135-bed residence hall, and to refund outstanding WHEFA 2006A bonds. The proceeds from Series 2012B were used to refund outstanding WHEFA 2006B bonds. The 2012A bonds bear interest at fixed rates ranging from 3.0% to 5.0%. The 2012B bonds were sold through a direct purchase transaction with a bank, who will hold the bonds for an initial seven year term, after which the university will remarket the bonds. The bonds bear interest at 70% of the one-month London Interbank Offer Rate (LIBOR) plus a credit spread. The university is subject to certain financial covenants. During 2006 the university entered into a loan agreement with WHEFA whereby WHEFA issued tax-exempt Variable Rate Demand Refunding Bonds in the amount of $21,930 (Series 2006A) and Variable Rate Demand Revenue Bonds in the amount of $30,000 (Series 2006B). The proceeds from the Series 2006B Revenue Bonds were used to fund the renovation and improvement of campus facilities and the proceeds from the Series 2006A Refunding Bonds were used to advance refund outstanding WHEFA 1998 bonds. Pursuant to the loan agreements, both the WHEFA 2006A and 2006B variable rate bonds bore interest at a rate that was determined weekly through the remarketing process, with the maximum annual rate capped initially at 10%. The university maintained irrevocable letters of credit equal to the principal amount plus 40 days accrued interest while the Series 2006A and 2006B bonds were outstanding. These bonds were refunded on October 1, 2012, and the associated letters of credit were terminated. During 2001 the university entered into a loan agreement with WHEFA whereby WHEFA issued $10,620 of tax-exempt Variable Rate Demand Revenue Bonds, Series 2001. The proceeds were used to finance the construction of a new student residence hall. Pursuant to the loan agreement, the bonds bear interest at a rate that is determined weekly through the remarketing process, with the maximum annual rate capped at 12%. During 1998 the university entered into a loan agreement with WHEFA whereby WHEFA issued $34,870 of tax-exempt Revenue and Refunding Revenue Bonds, Series 1998, at a net discount of $54. The bonds bear interest at fixed rates ranging from 3.9% to 5.2%. The proceeds were used in part to advance refund outstanding WHEFA revenue bonds, and the balance was used to finance the construction and renovation of campus facilities. As of June 30, 2013, the WHEFA 1998 bonds that remain outstanding are those that were used to advance refund other WHEFA revenue bonds. University of Puget Sound 2013 Financial Report 27 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 6 – LONG-TERM DEBT, continued For the year ended June 30, 2013, the university incurred total interest costs related to long-term debt of $3,715, of which $590 was capitalized. Interest costs include debt interest payments, swap agreement interest, remarketing and letter of credit fees, and amortization of bond premium, discount and costs of issusance. The fair value of long-term debt was estimated to be $75,124 and $60,774 at June 30, 2013 and 2012, respectively, based on quoted market prices for publicly traded debt with similar characteristics. The university has a $5,000 unsecured line of credit in the form of a demand note with a bank. The agreement provides for interest at the bank’s prime rate with no additional fees. As of June 30, 2013, the bank’s prime rate was 3.25%. This line of credit has not been drawn on but is available for operating expenses or to provide liquidity for the Series 2001 bonds should the need arise. Interest Rate Swap Agreements During 2005 and 2006, in an effort to manage the fluctuations in cash flows resulting from variable interest rates and to lower its overall borrowing costs, the university entered into three separate interest rate swap agreements to convert its variable rate bonds to a substantially fixed rate through maturity. Under the terms of the swap agreements, the university pays the swap counterparties fixed amounts of interest over the term of the contracts and receives variable interest payments based on 67% of the one-month LIBOR. Additional key terms of the agreements are as follows: Outstanding Notional Trade Date The Bank of New York Mellon $18,920 The Bank of New York Mellon $28,990 Societe Generale, New York Branch $10,425 Swap Counterparty Effective Date Swap Fixed Rate Final Maturity Date 5/25/06 4/1/08 3.875% 10/1/2030 5/25/06 6/30/06 3.855% 10/1/2036 8/9/05 9/1/05 3.426% 10/1/2031 The university accounts for its interest rate swap agreements in accordance with U.S. GAAP. The fair value of the interest rate swap agreements is the estimated amount that the university would receive or pay to transfer the agreements as of the reporting date, net of credit valuation adjustments, and is recognized as either an unrealized gain or loss, as appropriate. Amounts reported in the Consolidated Statement of Financial Position as of June 30, 2013 and 2012, included an “Unrealized loss on interest rate swap agreements” of $10,864 and $16,052, respectively also known as the mark-to-market value. The net changes in the fair value of the interest rate swap agreements for the years ended June 30, 2013 and 2012, was a net unrealized gain of $5,188 and loss of $6,961, respectively, recognized within “Other adjustments and changes” in the Consolidated Statement of Activities. Providing the university holds the swaps to maturity, the fair value of the derivatives will be zero. The university retains the option to terminate, cancel, and cash settle the interest rate swap agreements at any time. The university utilizes its interest rate swap agreements solely as a cash flow hedge and does not use derivative instruments for trading or speculative purposes. The university seeks to diversify counterparty risk and executes credit-sensitive derivative transactions only with counterparties with strong credit ratings. The university is not required to post collateral for its swaps unless its credit rating drops below Baa2 by Moody’s Investors Service, Inc or BBB by Standard & Poor’s Rating Services on the Societe Generale Swap and Baa3 by Moody’s Investors Service, Inc or BBB- by Standard & Poor’s Rating Services on the Bank of New York Mellon swaps. The amount of the collateral would be the markto-market loss exposure at the time the credit rating dropped below the required level. 28 university of puget sound 2013 financial report University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 7 – RESTRICTIONS ON NET ASSETS Restrictions on net assets consisted of the following: June 30, 2013 June 30, 2012 Temporarily restricted: Time restrictions: Unappropriated earnings from donor-restricted endowments $ 70,062 $ 55,511 462 437 70,524 55,948 Unconditional promises to give 4,570 5,257 Split-interest agreements 1,845 1,580 Term endowment Total donor-restricted endowments 488 466 77,427 63,251 Construction of campus facilities 4,809 2,585 Educational programs and activities 1,921 1.435 Cash surrender value of life insurance policies Total time restrictions Purpose restrictions: Total purpose restrictions Total temporarily restricted 6,730 4,020 $ 84,157 $ 67,271 $ 116,846 $ 110,801 3,957 3,715 Permanently restricted: Endowment funds Split-interest agreements Loan funds Total permanently restricted 5 5 $120,808 $114,521 NOTE 8 – RETIREMENT PLANS Defined Contribution Plan The university contributes to a defined contribution retirement plan for the benefit of eligible faculty and staff (participants), with funding vehicles available through Teachers Insurance Annuity Association of America (TIAA) and College Retirement Equities Fund (CREF), (together TIAACREF). University contributions for participants begin after one year of service to the university or one year of service at an eligible employer during the twelve months immediately prior to their employment at the university. Contributions are 10% or 12% of salaries, depending upon position classifications and are fully vested. The university’s contributions totaled $4,647 and $4,402 for the years ended June 30, 2013 and 2012, respectively. Defined Benefit Plans The university has in place an unfunded early retirement and career change plan for eligible members of the faculty. The university also accrues post-retirement medical benefits available to certain active faculty under the faculty early retirement and career change policy (pre-65 benefits) and certain retired faculty and staff under a discontinued medical benefits plan for retirees (post-65 benefits). Plan expenses and liabilities are valued based on actuarial methods and are reflected in the consolidated financial statements. U.S. GAAP requires employers to recognize the overfunded or underfunded status of a defined benefit post-retirement plan as an asset or liability in their statement of financial position and to recognize changes in that funded status in the year in which the changes occur. As a not-for-profit organization, the university recognizes such changes through changes in unrestricted net assets. University of Puget Sound 2013 Financial Report 29 University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 8 – RETIREMENT PLANS, continued Defined Benefit Plans, Continued Amounts recognized in the Consolidated Statement of Financial Position as of June 30, 2013 and 2012, and in the Consolidated Statement of Activities for the years then ended are as follows: Faculty Early Retirement and Career Change Plan 2013 2012 $ 5,618 Post-Retirement Medical Plan 2013 2012 $ 4,945 $ 2,695 $ 1,608 (92) (210) (115) (139) Service cost 300 269 109 55 Interest cost 222 240 107 76 - - - 40 226 226 99 27 Projected and accumulated post-retirement benefit obligations: Beginning of the year Benefits paid Amounts recognized in the Consolidated Statement of Activities: Components of net benefit expense recognized as operating expense: Amortization of transition obligation Amortization of actuarial loss Total net benefit expense 748 735 315 198 (435) 148 (228) 1,028 $ 5,839 $ 5,618 $ 2,667 $ 2,695 $ $ $ $ (Gain) loss recognized within other adjustments and changes End of the year Post-retirement benefit liability recognized within accrued payroll and other liabilities in the Consolidated Statement of Financial Position: Current portion Noncurrent portion Total Plan funded status 347 333 166 158 5,492 5,285 2,501 2,537 $ 5,839 $ 5,618 $ 2,667 $ 2,695 $(5,839) $(5,618) $(2,667) $(2,695) The weighted-average assumptions used to determine plan benefit obligations as of June 30, 2013 and 2012, and the net benefit expense for the years then ended, included: Faculty Early Retirement and Career Change Plan 2013 2012 Post-Retirement Medical Plan 2013 2012 Benefit obligation (post-retirement benefit liability): Discount rate 4.47% 4.08% 4.43% 4.08% Rate of compensation increase 5.00% 5.00% N/A N/A Net benefit expense: 30 Discount rate 4.08% 5.01% 4.08% 4.92% Rate of compensation increase 5.00% 5.00% N/A N/A university of puget sound 2013 financial report University of Puget Sound Notes to Consolidated Financial Statements June 30, 2013 (Dollars in Thousands) NOTE 8 – RETIREMENT PLANS, continued Defined Benefit Plans, Continued The benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter, were estimated based on the same assumptions used to measure the benefit obligations and are as follows: Faculty Early Retirement and Career Change Plan Post-Retirement Medical Plan 2014 $ 347 $ 166 2015 $ 372 $ 185 2016 $ 351 $ 205 2017 $ 399 $ 225 2018 $ 467 $ 238 2019-2023 $2,186 $1,009 Estimated university contributions to the plans that are expected to be paid during the next fiscal year include $347 for the faculty early retirement and career change plan and $166 for the post-retirement medical plan. Amounts recognized as changes in unrestricted net assets that are expected to be recognized as amortization components of net benefit expense in the next fiscal year include a net loss of $198 for the faculty early retirement and career change plan and a net loss of $84 for the post-retirement medical plan. NOTE 9 – COMMITMENTS AND CONTINGENCIES The university allocates a portion of its pooled endowment to investments in natural resources, private equity and real estate asset classes. At June 30, 2013, an outstanding commitment of $27,685 remains to be invested in these asset classes. As of June 30, 2013, the university had outstanding commitments in the amount of $13,730 related to the renovation and improvement of campus facilities. In the normal course of activities, the university from time to time is the subject of various claims and also has claims against others. In the opinion of management, the results of these matters will not have a significant impact on the consolidated financial statements. Federally funded programs, including financial aid, research and development, and other programs, are routinely subject to special audit. The reports on examinations, which are conducted pursuant to specific regulatory requirements by the auditors for the university, are required to be submitted to both the university and the Federal Audit Clearinghouse. Federal oversight agencies have the authority to determine liabilities as well as to limit, suspend, or terminate federally funded programs. In the university’s opinion, no material instances of noncompliance have occurred during the year ended June 30, 2013, related to the university’s federally funded student financial aid, research and development, and other programs. NOTE 10 – SUBSEQUENT EVENTS The university evaluated subsequent events through December 17, 2013, the date these consolidated financial statements were issued, and concluded there were no events requiring recording or disclosure. University of Puget Sound 2013 Financial Report 31 University of Puget Sound Board of Trustees and Officers As of December 2013 Trustee Officers Richard M. Brooks ‘82, Chair Gwendolyn H. Lillis P’05 , Vice Chair Ronald R. Thomas, President Kenneth W. Willman ‘82, Treasurer Trustees Carl G. Behnke President, REB Enterprises, Inc., Seattle, Washington Richard M. Brooks ‘82 CEO/Director, Zumiez, Inc., Lynnwood, Washington Mitzi W. Carletti ‘78 Investment Advisor and Research Analyst, Badgley Phelps and Bell, Inc., Seattle, Washington Marvin H. Caruthers P’02Distinguished Professor of Biochemistry and Chemistry, University of Colorado, Boulder, Colorado Michael J. Corliss ‘82, P’13 CEO, Investco Financial Corporation, Sumner, Washington Hollis S. Dillon ‘84, J.D.’88 Owner and Co‐President, HeidiSays.com, Mercer Island, Washington Kathleen A. Duncan ‘82 Trustee, Thomas and Dorothy Leavey Foundation, Los Angeles, California Rolf Engh P’14 EVP, General Counsel & Secretary, The Valspar Corporation, Minneapolis, Minnesota Randolph C. Foster ‘74 Partner, Stoel Rives, Portland, Oregon Bruce W. Hart P’09 Principal, Jacobs, San Francisco, California Matthew M. Kelleher ‘79 Senior Vice President, Smith Barney, Seattle, Washington Thomas E. Leavitt ‘71, J.D.‘75, P’10 President, Leavitt Capital Companies, Seattle, Washington Gwendolyn H. Lillis P’05 Trustee, Lillis Foundation, Castle Rock, Colorado Eric Lindgren Professor Emeritus of Biology, University of Puget Sound, Tacoma, Washington Janeen Solie McAninch ‘77, P’06 President/CEO, Becker Capital Management, Portland, Oregon Kenneth C. McGill ‘61 CEO (retired), Northwest Kinetics, Tacoma, Washington William C. Nelson ‘69 Vice Chairman (retired), Bank of Hawaii, Portland, Oregon Jill T. Nishi ‘89 Deputy Director-Strategy, Planning & Management and Special Initiatives, Postsecondary Success, Bill & Melinda Gates Foundation, Seattle, Washington Deanna W. Oppenheimer ‘80, P’11, P’14 CEO, CameoWorks, Seattle, Washington Wade H. Perrow ‘73, P’02 CEO, Wade Perrow Construction, Gig Harbor, Washington Beth M. Picardo ‘83, J.D.‘ 86 Community Volunteer, Mercer Island, Washington Lyle Quasim ‘70, Hon.’05 Public Service Executive (Retired), Tacoma, Washington Allan D. Sapp ‘78, P’10 Private Investor, Gardnerville, Nevada Robert T. Shishido ‘72, P’09 Senior Software Engineer, The Boeing Company, Wailuku, Hawai’i Ronald R. Thomas President, University of Puget Sound, Tacoma, Washington Bruce L. Titcomb ‘80, P’13 Partner, KayBru Property Management, Lake Forest Park, Washington Gillian Neukom Toledo ‘94 Teacher, Seattle, Washington Nicholas D. Vasilius ‘07 Financial Analyst, PACCAR, Inc., Bellevue, Washington Barbara S. Walker P’05, P’07 Bookkeeper, Meridian Dental Clinic; Manager, JR & JA LLC, Kent, Washington Guy N. Watanabe ‘75, M.B.A.‘76 President/Founder, GW Capital, Inc., Bellevue, Washington William T. Weyerhaeuser Chairman of the Board, Columbia Banking System, Inc., Tacoma, Washington Kenneth W. Willman ‘82, P’15 Chief Legal Officer, Russell Investments, Seattle, Washington Non-Trustee Officers Kristine M. Bartanen Academic Vice President and Dean of the University David R. Beers P’11 Vice President for University Relations Mary Elizabeth Collins ’81, P’02 Secretary of the Corporation and Director of the Office of the President Lorin D. Gobble Associate Vice President for Finance Janet S. Hallman ‘84 Associate Vice President for Financial Planning and Analysis Sherry B. Mondou Vice President for Finance and Administration Jennifer J. Rickard Vice President for Enrollment J. Michael Segawa Vice President for Student Affairs and Dean of Students 32 university of puget sound 2013 financial report 1500 N. Warner St. #1083 Tacoma, WA 98416 -1083 pugetsound.edu