NEW ISSUE BOOK ENTRY ONLY RATINGS:

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1 NEW ISSUE BOOK-ENTRY ONLY RATINGS: Moody s: Aa1 (Series 2013A and 2013B Bonds) S&P: AA+ (Series 2013A, 2013B and 2013C Bonds) (See RATINGS herein) In the opinion of Bond Counsel, interest on the Series 2013A Bonds and the Series 2013C Bonds is not includable for gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, subject to the condition described in Tax Matters herein, and interest on the Series 2013A Bonds and the Series 2013C Bonds is not treated as an item of tax preference under Section 57 of the Internal Revenue Code of 1986, as amended (the Code ) for purposes of the individual and corporate alternative minimum taxes. However, under the Code, such interest may be subject to certain other taxes affecting corporate holders of the Series 2013A Bonds and the Series 2013C Bonds. Interest on the Series 2013B Bonds is includable in the gross income of the holders thereof for purposes of federal income taxation. In the opinion of Bond Counsel, under existing statutes, interest on the Series 2013 Bonds will also be excluded from taxable income for the purposes of personal and corporate income taxes imposed by the State of Delaware. For a more complete discussion, see Tax Matters herein. UNIVERSITY OF DELAWARE $119,210,000 Revenue Bonds, Series 2013A $29,755,000 Revenue Bonds, Series 2013B (Federally Taxable) $57,475,000 Variable Rate Revenue Bonds, Series 2013C Dated: Date of Delivery Due: November 1, as shown on the inside of front cover This Official Statement relates to the $119,210,000 University of Delaware Revenue Bonds, Series 2013A (the Series 2013A Bonds ); $29,755,000 University of Delaware Revenue Bonds, Series 2013B (Federally Taxable) (the Series 2013B Bonds ); and $57,475,000 University of Delaware Variable Rate Revenue Bonds, Series 2013C (the Series 2013C Bonds and, together with the Series 2013A Bonds and the Series 2013B Bonds, the Series 2013 Bonds ). The Series 2013 Bonds are being issued in book-entry only form through the facilities of The Depository Trust Company, New York, New York ( DTC ). See THE SERIES 2013 BONDS Book-Entry Only System herein. The Series 2013A Bonds and the Series 2013B Bonds will be available in denominations of $5,000 and integral multiples thereof. Interest on the Series 2013A Bonds and the Series 2013B Bonds will be payable on May 1 and November 1 of each year, commencing November 1, The Series 2013C Bonds will initially bear interest in the Term Mode. The interest rate modes of the Series 2013C Bonds are subject to change as described herein. See THE SERIES 2013 BONDS - Interest Rates and Modes for the Series 2013C Bonds. While bearing interest at the Term Rate as described herein, beneficial interests in the Series 2013C Bonds shall be in authorized denominations of $5,000 or any integral multiple thereof. For the Interest Period commencing from and including the date of delivery of the Series 2013C Bonds to and including the date set forth on the inside cover, the interest on the Series 2013C Bonds will be payable as shown on the inside cover. This Official Statement, in general, describes the Series 2013C Bonds only during the Term Mode. The method for determining the interest rate on all or a portion of the Series 2013C Bonds may be converted from time to time to a Daily Rate, a Weekly Rate, a Flexible Rate, a Fixed Rate, an Applicable SIFMA-Based Rate, an Index Floating Rate, a LIBOR Index Bank Rate or a subsequent Term Rate. This Official Statement describes certain terms of the Series 2013C Bonds applicable while that Series of Bonds bears interest at a Term Rate. There are significant changes in the terms of the Series 2013C Bonds in other Interest Rate Modes. This Official Statement is not intended to provide information with respect to any Series of Bonds in any Interest Mode other than a Term Mode. The Series 2013 Bonds are subject to redemption prior to maturity as described herein. The Series 2013C Bonds are subject to mandatory tender on May 1, The Series 2013 Bonds are being issued under and pursuant to a Trust Agreement dated as of October 1, 1989 as previously supplemented and as further supplemented by Supplemental Agreement No. 14 dated as of April 1, 2013 between the University of Delaware (the University ) and Wilmington Trust, National Association, as trustee (the Trustee ), as more fully described herein. The Series 2013 Bonds are being issued to provide moneys to provide financing for (i) the acquisition, construction, equipping and installation of certain facilities of the University, (ii) the refunding of certain prior Bonds of the University, (iii) the funding of termination payments with respect to certain interest rate exchange agreements related to certain prior Bonds of the University and (iv) the payment of the costs of issuing the Series 2013 Bonds. The Series 2013 Bonds are limited obligations of the University payable solely from Pledged Revenues. Pledged Revenues include gross revenues received by the University from the operation of its currently existing facilities located on the University s main campus that provide housing, dining or health care services for students; the student center fee; the student health fee; the comprehensive student fee; certain parking and book store revenues; and any other revenues pledged by the University in its sole discretion. The Series 2013 Bonds do not constitute a general obligation of the University nor a debt or general obligation of the State of Delaware or of any political subdivision thereof, or a pledge of the faith and credit of the University or a pledge of the faith and credit or the taxing power of the State of Delaware or any political subdivision thereof. THE OBLIGATION OF THE UNIVERSITY TO PAY THE PURCHASE PRICE OF THE SERIES 2013C BONDS WHEN DUE IS A GENERAL OBLIGATION OF THE UNIVERSITY. FAILURE BY THE UNIVERSITY TO PAY THE PURCHASE PRICE WHEN DUE IS AN EVENT OF DEFAULT UNDER THE TRUST AGREEMENT. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2013 Bonds are offered when, as and if issued by the University and received by Morgan Stanley & Co. LLC, New York, New York, as underwriter, subject to receipt of the approval of validity by Saul Ewing LLP, Wilmington, Delaware, bond counsel and counsel to the University. Certain legal matters will be passed upon for the Underwriter by its counsel, Ballard Spahr LLP, Wilmington, Delaware. It is expected that the Series 2013 Bonds will be available for delivery in book entry form in New York, New York through the facilities of DTC on or about April 18, MORGAN STANLEY March 19, 2013

2 $119,210,000 University of Delaware Revenue Bonds, Series 2013A Due (November 1) Principal Amount Interest Rate Yield CUSIP No $ 5,780, % 0.300% 91425MCY ,945, MCZ ,125, MDA ,265, MDB ,005, MDC ,045, MDD ,580, MDE ,870, MDF ,170, MDG9 2023* 6,490, MDH7 2024* 6,820, MDJ3 2025* 7,165, MDK0 2026* 7,540, MDL8 2027* 7,925, MDM6 2028* 2,165, MDN4 2029* 1,715, MDP9 2030* 1,800, MDQ7 2031* 1,895, MDR5 2032* 1,990, MDS3 2033* 2,095, MDT1 $27,825, % Term Bond due November 1, 2043*; Yield 3.360%; CUSIP No MDU8 $29,755,000 University of Delaware Revenue Bonds, Series 2013B (Federally Taxable) Due (November 1) Principal Amount Interest Rate Yield CUSIP No $ 665, % 0.488% 91425MCH , MCJ , MCK , MCL , MCM , MCN , MCP , MCQ , MCR , MCS , MCT , MCU , MCV7 $6,770, % Term Bond due November 1, 2033; Yield 3.831%; CUSIP No MCW5 $13,555, % Term Bond due November 1, 2043; Yield 3.981%; CUSIP No MCX3 Dated: Date of Delivery Due: November 1, 2037 Price: 100% CUSIP No MDV6 Initial Mode: Term Mode $57,475,000 University of Delaware Variable Rate Revenue Bonds, Series 2013C Term Rate: 0.700% Interest Period: Date of Delivery to and including April 30, 2016 Interest Payment Dates: November 1, 2013 and each May 1 and November 1 thereafter Subject to mandatory tender on May 1, 2016 CUSIP numbers have been assigned by an organization not affiliated with the University and are included solely for the convenience of the holders of the Series 2013 Bonds. The University is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to the correctness of the CUSIP numbers on the Series 2013 Bonds or as indicated above. * Priced to first optional par call date of May 1, 2023.

3 IN CONNECTION WITH THIS OFFERING, MORGAN STANLEY & CO. LLC (THE UNDERWRITER ) MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2013 BONDS OFFERED HEREBY AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. ANY SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesman or other person has been authorized by the University or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing persons. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2013 Bonds by any person in any state in which it is unlawful for such person to make such offer, solicitation, or sale. The information set forth herein has been obtained from the University and other sources that are believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as, a representation by the Underwriter. The information and expressions of opinion in this Official Statement are subject to change without notice and neither the delivery of this Official Statement nor any sale made under it shall, under any circumstances, create any implication that there has been no change in any of the information set forth in this Official Statement since the date hereof. Certain statements included in this Official Statement and APPENDIX A attached hereto constitute forward-looking statements. Such statements generally are identifiable by the terminology used, such as plan, expect, estimate, budget, project or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The University does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations of the events, conditions or circumstances on which such statements are based change. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2013 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2013 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION ) OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2013 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE..

4 TABLE OF CONTENTS INTRODUCTION... 1 Purpose... 1 The University... 1 PLAN OF FINANCING... 1 General... 1 Project Facilities... 2 Sources and Uses of Funds... 2 THE SERIES 2013 BONDS... 3 General... 3 Determination of Interest Rate on the Series 2013C Bonds Term Mode... 4 Interest Rates and Modes for the Series 2013C Bonds... 4 Change in Interest Rate Modes for the Series 2013C Bonds... 5 Optional Tender for Purchase... 6 Mandatory Tender for Purchase... 6 Remarketing and Purchase... 7 Redemption Provisions... 7 Transfer and Exchange Debt Service Requirements Book-Entry Only System SOURCES OF AND SECURITY FOR PAYMENT OF THE SERIES 2013 BONDS Limited Obligations Pledge of Funds and Gross Revenues of Project Facilities Flow of Funds Debt Service Reserve Fund Maintenance Covenant Rate Covenant Debt Service Coverage ADDITIONAL BONDS ABSENCE OF MATERIAL LITIGATION CONTINUING DISCLOSURE TAX MATTERS Series 2013A Bonds and Series 2013C Bonds Series 2013B Bonds Delaware State Tax Opinion CHANGES IN FEDERAL TAX LAW UNDERWRITING RATINGS LEGAL MATTERS RELATIONSHIP OF PARTIES FINANCIAL STATEMENTS FINANCIAL ADVISOR MISCELLANEOUS Page APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: Certain Information Concerning the University Financial Statements of the University Proposed Form of Opinion of Bond Counsel Definitions and Summaries of the Trust Agreement as Supplemented Form of Continuing Disclosure Agreement

5 OFFICIAL STATEMENT RELATING TO UNIVERSITY OF DELAWARE $119,210,000 Revenue Bonds, Series 2013A $29,755,000 Revenue Bonds, Series 2013B (Federally Taxable) $57,475,000 Variable Rate Revenue Bonds, Series 2013C INTRODUCTION Purpose The purpose of this Official Statement of the University of Delaware (the University ), which includes the cover page and the Appendices, is to furnish certain information concerning the University and its $119,210,000 Revenue Bonds, Series 2013A (the Series 2013A Bonds ); $29,755,000 Revenue Bonds, Series 2013B (Federally Taxable) (the Series 2013B Bonds ); and $57,475,000 Variable Rate Revenue Bonds, Series 2013C (the Series 2013C Bonds and, together with the Series 2013A Bonds and the Series 2013B Bonds, the Series 2013 Bonds ) to be issued under and pursuant to a Trust Agreement dated as of October 1, 1989 (the 1989 Trust Agreement ) as previously supplemented, and as further supplemented by Supplemental Agreement No. 14 dated as of April 1, 2013 (the 1989 Trust Agreement, as so supplemented, being herein referred to as the Trust Agreement ), between the University and Wilmington Trust, National Association, Wilmington, Delaware, as the Trustee (the Trustee ). Defined terms used herein, as indicated by initial capital letters, and not otherwise defined herein shall have the meanings assigned to them in APPENDIX D. The University The University is a state-assisted, land-grant institution of higher education incorporated in the State of Delaware. The University s main campus is located at Newark, Delaware. The University is composed of seven colleges: the College of Arts and Sciences; the Alfred Lerner College of Business and Economics; the College of Engineering; the College of Health Sciences; the College of Education and Human Development; the College of Agriculture and Natural Resources; and the College of Earth, Ocean and Environment. The University s total full-time equivalent matriculated fall term enrollment was 20,016, consisting of 16,921 undergraduate students and 3,095 graduate students. Additional information concerning the University is contained in APPENDIX A hereto and its consolidated financial statements for the fiscal year ended June 30, 2012 are set forth in APPENDIX B hereto. General PLAN OF FINANCING As more particularly described below, the Series 2013 Bonds are being issued to provide moneys, along with an equity contribution from the University, to provide financing for (i) the acquisition, construction, equipping and installation of certain facilities of the University, (ii) the refunding of certain prior Bonds of the University, (iii) the funding of termination payments with respect to certain interest rate exchange agreements related to certain prior Bonds of the University and (iv) the payment of the costs of issuing the Series 2013 Bonds. The Series 2013 Bonds will be issued on parity with the University s Revenue Bonds, Series 2004B (the Series 2004B Bonds ), Revenue Bonds, Series 2005 (the Series 2005 Bonds ), Revenue Bonds, Series 2009B (the Series 2009B Bonds ), Revenue Bonds, Series 2010A (Federally Taxable Build America Bonds-Issuer Subsidy) (the Series 2010A Bonds ), Revenue Bonds, Series 2010B 1

6 (Federally Taxable) (the Series 2010B Bonds ) and all such parity obligations will be secured by the Pledged Revenues. No bonds currently outstanding under the Trust Agreement are secured by a Debt Service Reserve Fund, but future series of bonds may be secured by a Debt Service Reserve Fund. See SOURCES OF AND SECURITY FOR PAYMENT OF THE SERIES 2013 BONDS below. Project Facilities The Series 2013 Bonds are secured by the Pledged Revenues. As more fully described under Sources of and Security for Payment of the Series 2013 Bonds - Pledge of Funds and Gross Revenues of Project Facilities, the term Pledged Revenues includes gross revenues received by the University from its housing, dining and certain other revenue-producing facilities. Pledged Revenues also include the University s comprehensive student fee, the student health fee and its student center fee. The University s housing system accommodates approximately 7,300 students in 48 dormitory buildings at the main campus in Newark, Delaware. This represents approximately 46% of the total number of undergraduate students attending the University at the main campus. Freshmen are required to live in University housing and housing agreements are enforced for the entire academic year. The University s main campus in Newark offers students numerous dining hall, snack bar, restaurant and convenience store facilities, including six dining centers with a combined seating capacity of approximately 2,500. During the academic year, approximately 8,200 students will have some type of meal contract with the University. In addition to revenues received from the University s housing and dining facilities, Pledged Revenues include revenues from the operation of the ice arenas and on campus parking facilities, student health fees, the comprehensive student fees, and student center fees (all three of which must be paid by all full time undergraduate students) and revenues derived by the University from the operation of the book store. See SOURCES OF AND SECURITY FOR PAYMENT OF THE SERIES 2013 BONDS-Pledge of Funds and Gross Revenues of Project Facilities herein. Sources and Uses of Funds The following table sets forth the estimated sources and uses of funds to accomplish the purposes of the Series 2013 Bonds: Sources of Funds: Series 2013A Series 2013B Series 2013C Total Principal Amount of Bonds $119,210, $29,755, $57,475, $206,440, Original Issue Premium 20,265, ,265, University Equity Contribution - - 4,295, ,295, Total Sources of Funds $139,475, $29,755, $61,770, $231,000, Uses of Funds: Capital Projects $116,924, $29,550, $ - $146,474, Refunding of Prior Bonds 19,824, ,470, ,294, Swap Termination Payments 1,971, ,971, Costs of Issuance (1) 755, , , ,261, Total Uses of Funds $139,475, $29,755, $61,770, $231,000, Includes Underwriter s discount, fees and expenses of Bond Counsel and the Trustee; auditing, printing and rating agency fees; and other costs of issuance. 2

7 THE SERIES 2013 BONDS General The Series 2013 Bonds will be issued in the aggregate principal amount set forth on the cover page hereof, will be dated the Date of Delivery and will mature in the amounts and on the dates, and bear interest at the rates set forth on the cover page hereof. The Series 2013A Bonds and the Series 2013B Bonds will bear interest from the Date of Delivery, payable on each May 1 and November 1, commencing November 1, The Series 2013C Bonds will be issued in the aggregate principal amount set forth on the cover page hereof and initially accrue interest at a Term Rate determined as described herein. The initial term rate period shall begin on the date of delivery of the Series 2013C Bonds and shall end on April 30, 2016 (the Initial Term Rate Period ). The interest rate modes of the Series 2013C Bonds are subject to change as described herein. This Official Statement is drafted primarily to describe the provisions applicable to the Term Mode. It is contemplated that, if the interest rate mode is converted to a Daily, Weekly, Flexible, Fixed Mode, SIFMA Rate Mode, Index Floating Rate Mode or a LIBOR Index Bank Mode, a supplement to this Official Statement would be prepared to describe in more detail the provisions applicable thereto. Interest on the Series 2013C Bonds accrued during any Interest Period while in a Term Mode shall be payable semiannually on the first day of each sixth calendar month preceding the calendar month in which such Term Mode ends and on the day immediately following the last day of such Term Mode, the regular Record Date for which shall be the fifteenth day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date or the first day of such Term Mode, whichever is later. Accrued interest is also payable on the Series 2013C Bonds on the date the Interest Mode is changed, except in the case of changes between Daily and Weekly Modes. The first interest payment date for the Series 2013C Bonds is November 1, Interest on the Series 2013 Bonds will be payable to Cede & Co., the nominee of DTC as registered owner, in immediately available funds. It is the responsibility of DTC to credit the accounts of Direct Participants (as hereinafter defined) with interest to which they are entitled. See Book-Entry Only System herein. The Series 2013C Bonds will mature on November 1, 2037, and while in the Term Mode, are subject to mandatory tender for purchase prior to maturity as set forth herein. During the Initial Term Rate Period, the Series 2013C Bonds are not subject to optional redemption. Except upon conversion to a Fixed Mode, the rate of interest on the Series 2013C Bonds during any particular interest period will be determined by the remarketing agent, initially Morgan Stanley & Co. LLC (in such capacity, the Remarketing Agent ). The Remarketing Agent may be replaced at the direction of the University or may resign at any time after 30 days notice. WHILE THE SERIES 2013C BONDS ARE IN THE TERM MODE, THEY ARE NOT SUBJECT TO OPTIONAL TENDER. The Series 2013A Bonds and the Series 2013B Bonds will be issued in denominations of $5,000 or any integral multiple thereof and will be registered to the Depository Trust Company or its nominee, Cede & Co. ( DTC or the Depository ), to be held in DTC s book-entry only system (the Book-Entry Only System ). The Series 2013C Bonds will be issued in denominations of $5,000 or any integral multiple thereof until converted to a Daily Mode or Weekly Mode at which time the Series 2013C Bonds will be issued in denominations of $100,000 or any integral multiples of $5,000 in excess thereof and in any event will be registered to DTC to be held in the Book-Entry Only System. So long as the Series 2013 Bonds are held in the Book-Entry Only System, DTC (or a successor securities depository) or its nominee will be the registered owner of the Series 2013 Bonds for all purposes of the Trust Agreement, 3

8 the Series 2013 Bonds and this Official Statement, and payments of the principal and interest on, the Series 2013 Bonds will be made solely to DTC. See Book-Entry Only System herein. Determination of Interest Rate on the Series 2013C Bonds Term Mode The Series 2013C Bonds will initially bear interest at a Term Rate and will continue to bear interest at a Term Rate until converted to bear interest at a Daily, Weekly, Flexible, Fixed, Applicable SIFMA-Based, Index Floating or LIBOR Index Bank Rate (each an Interest Mode ). Interest accrued at a Term Rate shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate to be in effect for a particular Interest Period when the Term Rate is in effect, will be set by the Remarketing Agent as the minimum per annum rate of interest that is necessary to market the Series 2013C Bonds at a price equal to 100% of their principal amount plus accrued interest. In the event that, on a Rate Determination Date, no Remarketing Agent shall have been appointed under the Trust Agreement, the Remarketing Agent fails to determine the rate on the Series 2013C Bonds, or the rate determined by the Remarketing Agent is found by a court to be invalid or unenforceable, the rate of interest on the Series 2013C Bonds will then be determined in accordance with a formula set out in the Trust Agreement. Interest Rates and Modes for the Series 2013C Bonds Daily Rate. While in a Daily Mode, the Series 2013C Bonds will bear interest at the Daily Rate determined by the Remarketing Agent not later than 10:30 a.m. New York time on each Business Day (as defined below) for the Remarketing Agent. Each Daily Rate will remain in effect through the day immediately preceding the next such Business Day. Weekly Rate. While in a Weekly Mode, the Series 2013C Bonds will bear interest at the Weekly Rate determined for each Weekly Interest Period in such mode. Weekly Interest Periods will commence on a Thursday and extend through Wednesday of the following week. The Weekly Rate for each such Interest Period will be established by the Remarketing Agent not later than 5:00 p.m. New York time on the Wednesday immediately preceding such Interest Period, or the preceding business day for the Remarketing Agent if Wednesday is not a Business Day for the Remarketing Agent. Flexible Rate. While in a Flexible Mode, the Series 2013C Bonds will bear interest at Flexible Rates and for Interest Periods determined by the Remarketing Agent. The duration of each Interest Period for the Series 2013C Bonds while in a Flexible Mode will be determined by the Remarketing Agent and will not exceed 270 days or the duration for which funds are available under a Facility to pay interest, if less, and will extend through the day before a Business Day. Different Series 2013C Bonds may have different Interest Periods while in a Flexible Mode. While in a Flexible Mode, the Series 2013C Bonds will bear interest during each Interest Period at the Flexible Rates. The Remarketing Agent will determine the Flexible Rates and Interest Periods for the Series 2013C Bonds in a Flexible Mode not later than 11:00 a.m. New York time on the first Business Day for the Remarketing Agent in such Interest Period. Term Rate. The University may designate a Term Mode for the Series 2013C Bonds with an Interest Period of any duration specified by the University that is longer than a year and ends on the last day of a month. During each such Interest Period, the Series 2013C Bonds will bear interest at the Term Rate for such Interest Period, which will be determined by the Remarketing Agent no more than 35 days before, and no later than the last Business Day for the Remarketing Agent preceding, such Interest Period. Fixed Rate. The University may direct that the interest rate on the Series 2013C Bonds be fixed to the maturity of the Series 2013C Bonds. The Fixed Rate to be borne by the Series 2013C Bonds to 4

9 their maturity shall be determined by the Remarketing Agent no more than 35 days before and no later than the last business day for the Remarketing Agent preceding, the effective date of such Fixed Rate. Applicable SIFMA-Based Rate. The University may designate that the Series 2013C Bonds bear interest at the Applicable SIFMA-Based Rate, which shall be a rate of interest determined for each SIFMA Monthly Rate Period (or portion thereof), equal to the sum of (i) the SIFMA Average Index Rate calculated for such SIFMA Monthly Rate Period (or portion thereof) and (ii) the Applicable SIFMA Spread. The initial Applicable SIFMA-Based Rate to be borne by the Series 2013C shall be determined by the Remarketing Agent no later than the last Business Day for the Remarketing Agent preceding, the effective date of such Applicable SIFMA-Based Rate. Index Floating Rate. The University may designate that the Series 2013C Bonds bear interest at the Index Floating Rate, which shall initially be based on a formula determined by the Remarketing Agent equal to the sum of a selected Index plus a stated spread. Such spread shall equal the minimum fixed spread to the selected Index on the date of determination thereof that would enable the Remarketing Agent to sell the Series 2013C Bonds on such date at a price equal to the principal amount thereof as determined by the Remarketing Agent. Index means any of (a) One Month LIBOR, (b) Three Month LIBOR, (c) the S&P Weekly High Grade Index, (d) the SIFMA Municipal Index, or (e) the Consumer Price Index. The initial Index for the Series 2013C Bonds in the Index Floating Rate Mode shall be the SIFMA Municipal Index. After each Reset Date, the Index Floating Rate shall be determined by the Calculation Agent. LIBOR Index Bank Rate. The University may designate that the Series 2013C Bonds bear interest at the LIBOR Index Bank Rate, which shall be the lesser of (i) the Maximum Rate and (ii) the per annum rate of interest established by the Calculation Agent, on the Computation Date equal to the product of (1) the Applicable Factor multiplied by (2) the sum of (a) the One Month LIBOR Rate plus (b) the Applicable Spread. On the Computation Date, the Calculation Agent shall give the Trustee written notice of the LIBOR Index Bank Rate. The determination by the Remarketing Agent or the Calculation Agent of the interest rate on the Series 2013C Bonds is conclusive and binding on the owners of the Series 2013C Bonds, the University, the Facility Provider, if any, and the Trustee. The interest rate in effect for the Series 2013C Bonds during any Term Interest Period will be available to the actual purchasers of the Series 2013C Bonds from the Remarketing Agent. As used herein, Business Day for the Series 2013C Bonds means any day other than (1) a Saturday or a Sunday, (2) a legal holiday or the equivalent on which banking institutions generally are authorized or required to close in New York, New York, or in the city in which is located (a) the principal corporate trust office of the Trustee or the Remarketing Agent or, (b) while any Facility is in effect under the Trust Agreement, the office of the Facility Provider or of its agent at which drafts or demands for payment under the Facility are to be presented, or (3) a day on which the New York Stock Exchange is closed. Change in Interest Rate Modes for the Series 2013C Bonds An Interest Mode for the Series 2013C Bonds, other than a Fixed Mode, may be changed to a Daily, Weekly, Flexible, Fixed, SIFMA Rate, Index Floating or LIBOR Index Bank Mode, or to a Term Mode with an Interest Period of different duration, at the election of the University. A change from the Term Mode may be made on any date on which the Series 2013C Bonds may be redeemed at the option of the University. A change from the Term Mode to a different Interest Mode or a Term Mode with an Interest Period of different duration is also subject to the receipt by the Trustee, Remarketing Agent and Facility Provider, if any, of an Officer s Certificate stating: (1) the first day of the newly designated 5

10 Interest Mode or Interest Period for the Series 2013C Bonds which shall be, if a Term Mode is then in effect, any day on which the Series 2013C Bonds may be redeemed at the option of the University; (2) that the University has determined that the newly designated Interest Mode or Term Mode with an Interest Period of different duration, as the case may be, shall take effect for the Series 2013C Bonds; and (3) if the designated Interest Mode is a Term Mode with an Interest Period of different duration, the duration of the new Interest Period thereof. In addition, an opinion of counsel to the effect that the change in Interest Mode or Interest Period will not adversely affect any exclusion of interest on any Series 2013C Bond from gross income for federal income tax purposes must be delivered at the time of the Interest Mode change. If the above conditions are not met, the Series 2013C Bonds in a Term Mode shall automatically change to a Daily Mode if the Trustee has received an opinion of counsel to the effect that such change will not adversely affect any exclusion of interest on any Series 2013C Bond from gross income for federal income tax purposes. Otherwise, the Interest Mode shall remain unchanged. In either event, the Series 2013C Bonds will remain subject to mandatory tender to the same extent as if the change in Interest Mode took place. When a change in an Interest Mode is to be made, the Trustee is required to give notice of the proposed change to the registered owners of the Series 2013C Bonds bearing interest at a Term Rate not less than 30 days, but not more than 60 days, before the proposed conversion date. Among other requirements set forth in the Trust Agreement, such notice must state that the Series 2013C Bonds will be subject to mandatory tender for purchase on the date of the Interest Mode change. Mode. This Official Statement, in general, describes the Series 2013C Bonds only during the Term The method for determining the interest rate on all or a portion of the Series 2013C Bonds may be converted from time to time to a Daily Rate, a Weekly Rate, a Flexible Rate, a Fixed Rate, an Applicable SIFMA-Based Rate, an Index Floating Rate, a LIBOR Index Bank Rate or a subsequent Term Rate for a different Interest Period. Optional Tender for Purchase The holders or Beneficial Owners of Series 2013C Bonds that accrue interest at a Term Rate may not elect to have their Series 2013C Bonds purchased pursuant to an Optional Tender. Mandatory Tender for Purchase While the Series 2013C Bonds are in the Term Mode, the Series 2013C Bonds must be tendered for purchase, from and to the extent of the funds described below, at a purchase price equal to 100% of their principal amount, plus accrued interest, if any, to the purchase date, plus premium, if any, as described below: Upon a Change in Interest Modes. Series 2013C Bonds to be changed from one Interest Mode to a different Interest Mode (except changes from a Daily Mode to a Weekly Mode or from a Weekly Mode to a Daily Mode) must be tendered for purchase on the first Business Day of the next Interest Mode (a Conversion Date ). Upon Rate Adjustment Date. Series 2013C Bonds must be tendered on the first Business Day of each Interest Period while in a Term Mode. In Lieu of Optional Redemption at Option of University. The Series 2013C Bonds must be tendered for purchase upon delivery of an Officer s Certificate on any Rate Adjustment Date if such Series 2013C Bonds may then be redeemed at the option of the University. 6

11 Upon Amendment to the Trust Agreement. On any Rate Adjustment Date for the Series 2013C Bonds in a Term Mode, such Series 2013C Bonds must be tendered for purchase at the direction of the University to enable any supplemental agreement to take effect pursuant to the Trust Agreement. The Trustee will give notice of mandatory tender for purchase to the registered owners of the Series 2013C Bonds by first class mail, not less than 30 days nor more than 60 days before the mandatory tender date for the Series 2013C Bonds in the Term Mode. While the Series 2013C Bonds are in the Book-Entry Only System, such notice will be given only to DTC. If the Series 2013C Bonds are in certificated form, such notice will include information with respect to required delivery of Series 2013C Bond certificates and payment of purchase price. See Remarketing and Purchase below with regard to delivery of tendered bonds. Remarketing and Purchase Morgan Stanley & Co. LLC has been appointed Remarketing Agent for the Series 2013C Bonds. The Remarketing Agent may resign or may be replaced at any time at the direction of the University, in either case upon 30 days prior written notice. If the Series 2013C Bonds become subject to mandatory tender for purchase, the Remarketing Agent has agreed to use its best efforts, subject to certain conditions, to sell the tendered Series 2013C Bonds at a price equal to 100% of the principal amount thereof plus accrued interest, if any, on the forthcoming mandatory tender date. The purchase price of Series 2013C Bonds tendered for purchase is payable first from and to the extent of monies derived from the remarketing of Series 2013C Bonds by the Remarketing Agent and, if such remarketing proceeds are insufficient, the University is required under the Trust Agreement to pay the purchase price of the tendered Series 2013C Bonds which are not remarketed. The University s obligation to purchase unremarketed tendered Series 2013C Bonds is an unsecured general obligation of the University and is not secured by the Pledged Revenues. Failure by the University to pay such purchase price when due is an Event of Default under the Trust Agreement. See Appendix D Events of Default. Delivery of a Beneficial Owner s Series 2013C Bond while DTC is the sole registered owner of the Series 2013C Bond shall occur when DTC or any DTC Participant that owns the Series 2013C Bonds as nominee for such Beneficial Owner has received sufficient instructions from the person to whose account the Series 2013C Bond is credited to transfer beneficial ownership of the Series 2013C Bond or a portion thereof to be delivered in blank or to the account of the Trustee, and payment of the purchase price of the Series 2013C Bond shall be deemed to be made when the Trustee or the Remarketing Agent gives sufficient instructions to DTC (while depositing or maintaining sufficient funds with it for such purpose) or to such DTC Participant to credit such purchase price to the account of such person. If a Series 2013C Bond is held in certificated form, such bond shall be delivered to the Trustee by 10:00 a.m. (Eastern Standard Time) on the purchase date and any such bond not so delivered shall be deemed to have been tendered for purchase at that time. Redemption Provisions Optional Redemption. The Series 2013A Bonds maturing on or after November 1, 2023 shall be subject to redemption prior to maturity at the option of the University, as a whole or in part at any time on or after May 1, Any such redemption shall be made at the applicable Redemption Price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date. 7

12 The Series 2013B Bonds shall be subject to optional redemption prior to maturity, at the option of the University, in whole or in part, on any Business Day, at a redemption price (the Make Whole Redemption Price ), which is the greater of: (i) 100% of the principal amount of the Series 2013B Bonds to be redeemed and (ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Series 2013B Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which the Series 2013B Bonds are to be redeemed, discounted to the date on which such 2013B Bonds are to be redeemed on a semi-annual basis, assuming a 360 day year consisting of twelve 30 day months, at the Treasury Rate plus 15 basis points; plus, in each case, accrued and unpaid interest on the Series 2013B Bonds to be redeemed on the redemption date. Period. The Series 2013C Bonds are not subject to optional redemption during the Initial Term Rate Mandatory Sinking Fund Redemption. The Series 2013A Bonds maturing on November 1, 2043 are subject to mandatory sinking fund redemption on November 1 in each of the years and in the principal amounts set forth below. Year Principal Year Principal 2034 $2,200, $2,825, ,310, ,970, ,430, ,120, ,555, ,280, ,685, * 3,450,000 * Final maturity The Series 2013B Bonds maturing on November 1, 2033 are subject to mandatory sinking fund redemption on November 1 in each of the years and in the principal amounts set forth below. Year Principal Year Principal 2027 $860, $1,000, , ,040, , * 1,080, ,000 * Final maturity The Series 2013B Bonds maturing on November 1, 2043 are subject to mandatory sinking fund redemption on November 1 in each of the years and in the principal amounts set forth below. Year Principal Year Principal 2034 $1,125, $1,375, ,170, ,430, ,220, ,485, ,270, ,550, ,320, * 1,610,000 * Final maturity The Series 2013C Bonds are not subject to mandatory sinking fund redemption. 8

13 Extraordinary Optional Redemption. The Series 2013 Bonds are subject to redemption prior to maturity in whole or in part at any time in the event of damage to, destruction or condemnation of a Project Facility or any part thereof, to the extent of the proceeds of insurance or condemnation deposited with or held by the Trustee and not applied to the reconstruction, replacement or repair of the affected Project Facility, as provided in the Trust Agreement. Extraordinary redemptions of the Series 2013 Bonds shall be made at a redemption price equal to the principal amount of the Series 2013 Bonds to be redeemed, without premium, plus accrued interest to the redemption date. Selection of Series 2013B Bonds to be Redeemed. If less than all the Series 2013B Bonds of a particular maturity shall be called for any optional redemption or extraordinary optional redemption: (i) if the Series 2013B Bonds are not registered in book entry only form, any redemption of less than all of the Series 2013B Bonds of a particular maturity will be allocated among the registered owners of such Series 2013B Bonds being redeemed as nearly as practicable in proportion to the amounts of the principal amounts of the Series 2013B Bonds owned by each registered owner, in authorized denominations, calculated based on the formula: (principal to be redeemed) x (principal amount owned by such owner) / (total principal amount outstanding), and the particular maturities of Series 2013B Bonds to be redeemed will be determined by the University in any manner as the University in its sole discretion deems fair and appropriate and (ii) if the Series 2013B Bonds are in book entry only form and so long as DTC or a successor securities depository is the sole registered owner of the Series 2013B Bonds, any redemption of less than all of the Series 2013B Bonds of a particular maturity will be performed on a proportional basis in accordance with clause (i) above to the extent permitted by DTC s procedures in effect at such time. To the extent such proportional redemption is not then permitted by the applicable procedures of DTC or a successor securities depository, the Series 2013B Bonds will be redeemed by lot or other customary method in accordance with such applicable procedures. Notice of Redemption. Notice of any redemption, identifying the Series 2013 Bonds or portions thereof to be redeemed, will be given not more than 60 nor fewer than 20 days prior to the redemption date, by first class mail (postage prepaid) to the registered owners of the Series 2013 Bonds to be redeemed at their registered addresses. Failure to mail any such notice or any defect in the mailed notice or the mailing thereof to any registered owner of a Series 2013 Bond will not affect the validity of the redemption proceedings as to the registered owner of any other Series 2013 Bond. No further interest will accrue on the principal of any Series 2013 Bonds called for redemption after the redemption date if payment of the redemption price thereof has been duly provided for and the registered owners of such Series 2013 Bonds will have no rights with respect to such Series 2013 Bonds except to receive payment of the redemption price thereof and unpaid interest to the date fixed for redemption. With respect to any optional redemption of Series 2013 Bonds, if at the time of mailing such notice of redemption, the University shall not have deposited with the Trustee monies sufficient to redeem all the Series 2013 Bonds called for redemption, such notice may state that it is conditional, that is, subject to the deposit of the redemption monies with the Trustee not later than the redemption date, and such notice shall be of no effect unless such monies are so deposited. Selection of Series 2013 Bonds to be Redeemed, Partial Redemption. If the owner of any Series 2013 Bond shall fail to present such Series 2013 Bond to the Trustee for payment and exchange as aforesaid, such Series 2013 Bond shall, nevertheless, become due and payable on the date fixed for redemption to the extent of the increment of principal amount called for redemption (and to that extent only). If less than all of an outstanding Series 2013 Bond in a book-entry-only system is to be called for redemption, the Trustee will give notice to the Depository, or the nominee of the Depository that is the Holder of such Series 2013 Bond, and the selection of the beneficial interests in that Series 2013 Bond to 9

14 be redeemed will be at the sole discretion of the Depository and its participants and notation of partial redemption will be made in accordance with the customary procedures of the Depository and the Trustee. If less than all of the Series 2013 Bonds at the time Outstanding are to be called for redemption, the particular Series 2013 Bonds or portions of Series 2013 Bonds to be redeemed shall be selected by the University, in such manner as the University in its discretion may deem proper, in the principal amounts designated by the University or otherwise as required by the Trust Agreement. Transfer and Exchange The Series 2013 Bonds may be transferred upon surrender of the Series 2013 Bonds at the corporate trust office of the Trustee in Wilmington, Delaware, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or such owner s duly authorized attorney. The Series 2013 Bonds may also be surrendered at the corporate trust office of the Trustee and exchanged for other Series 2013 Bonds of any authorized denominations having the same form and terms as the Series 2013 Bonds being exchanged. A Series 2013 Bond may be exchanged without cost to the owner thereof, except for any tax or excise required to be paid with respect to the exchange; provided that there shall be no cost or charge to an owner for transfer or exchange caused by partial redemption of a single Series 2013 Bond and the authentication of a new Series 2013 Bond for the unredeemed portion. The Trustee will not be required to transfer or exchange any Series 2013 Bond selected for redemption. The person in whose name any Series 2013 Bond is registered will be deemed and regarded as the absolute owner thereof for all purposes (subject to the provisions of the Trust Agreement relating to the Record Date), and payment of principal of or interest thereon will be made only to or upon the order of the registered owner thereof or his or her legal representative. All such payments will be valid and effectual to satisfy and discharge the liability upon such Series 2013 Bond to the extent of the sum or sums so paid. Debt Service Requirements The following table sets forth, for each of the periods indicated, the estimated amount required in such period to be made available for debt service after the issuance of the Series 2013 Bonds based upon the following calculations and assumptions for each issue: Debt service on the Series 2004B Bonds is calculated based on an assumed interest rate of 3.25% per annum, and assuming amortization of the balloon principal payment due November 1, 2034 during the fiscal years 2013 to 2035 (excluding fiscal years 2015 through 2018) inclusive in annual amounts ranging from $1,150,000 to $2,460,000. The assumed interest rate (excluding the cost of remarketing and liquidity) is based on an existing interest rate exchange agreement ( 2004B Swap ). Under the 2004B Swap, the University receives a variable rate equal to 67% of LIBOR which may not be sufficient to provide for the payment of the variable rate which the University must pay on the Series 2004B Bonds. If such amounts are insufficient, the University s debt service costs for the Series 2004B Bonds will exceed the amount shown in the following table. The University has no legal obligation to retire any Series 2004B Bonds prior to their stated maturity date of November 1, Debt service on the Series 2005 Bonds is calculated based on: (i) an assumed interest rate of 3.75% per annum (excluding the cost of remarketing and liquidity) based on an existing interest rate exchange agreement ( 2005 Swap I ), applicable to a portion (in the amount of $12,945,000) of the balloon principal payment due on November 1, 2035, and assuming amortization of such portion during the fiscal years 2013 to 2023 (excluding fiscal years 2015 through 2018) inclusive in annual amounts ranging from $815,000 to $1,205,000; (ii) an assumed interest rate of 3.87% per annum (excluding the 10

15 cost of remarketing and liquidity) based on an existing interest rate exchange agreement ( 2005 Swap II ), applicable to the remaining portion (in the amount of $37,000,000) of the balloon principal payment due on November 1, 2035, and assuming amortization of such portion during the fiscal years 2013 to 2036 (excluding fiscal years 2015 through 2018) inclusive in annual amounts ranging from $815,000 to $2,115,000. Under the 2005 Swap I and 2005 Swap II, the University receives a variable rate equal to 67% of 1-month LIBOR which may not be sufficient to provide for the payment of the variable rate which the University must pay on the Series 2005 Bonds. If such amounts are insufficient, the University s debt service costs for the Series 2005 Bonds will exceed the amounts shown in the following table. The University has no legal obligation to retire any Series 2005 Bonds prior to their stated maturity date of November 1, Debt service on the Series 2009B Bonds is based upon the actual fixed rates of interest and amortization requirements for such bonds. Debt service on the Series 2010A Bonds is based upon the actual fixed rates of interest and amortization requirements for such bonds and is shown before and after the expected periodic payments from the United States Treasury on each interest payment date equal to 35% of the corresponding interest payable on such Series 2010A Bonds (the BAB Subsidy ). Debt service on the Series 2010B Bonds is based upon the actual fixed rates of interest and amortization requirements for such bonds. Debt service on the Series 2013A Bonds and the Series 2013B Bonds is based upon the actual fixed rates of interest and amortization requirements for such bonds. Debt service on the Series 2013C Bonds is calculated based on an assumed interest rate of 3.764% per annum, and assuming amortization of the balloon principal payment due November 1, 2037 during the fiscal years 2019 to 2038 inclusive in annual amounts ranging from $2,035,000 to $4,290,000. The assumed interest rate is based on an existing interest rate exchange agreement (the 2007 Swap ). Under the 2007 Swap, the University receives a variable rate equal to 67% of 3-month LIBOR until November 1, 2022 and 100% of SIFMA from such date until November 1, 2037, which rates may not be sufficient to provide for the payment of the variable rate which the University must pay on the Series 2013C Bonds. If such amounts are insufficient, the University s debt service costs for the Series 2013C Bonds will exceed the amounts shown in the following table. The University has no legal obligation to retire any Series 2013C Bonds prior to their stated maturity date of November 1,

16 Fiscal Year Ending June 30 Debt Service on Outstanding Bonds Before BAB Subsidy* Debt Service on Outstanding Bonds After BAB Subsidy* Debt Service on Series 2013 Bonds Principal Interest Total Total Debt Service After Issuance of Series 2013 Bonds 2013 ** $23,601,959 $21,146,862 $ - $ - $ - $21,146, ,409,410 17,954,313-7,087,499 7,087,499 26,788, ,499,077 15,043,980 6,445,000 6,752,159 13,197,159 30,002, ,558,462 15,103,365 6,610,000 6,752,986 13,362,986 30,047, ,595,232 15,140,135 6,795,000 8,148,008 14,943,008 30,083, ,506,596 15,051,499 6,945,000 7,955,620 14,900,620 29,952, ,936,723 18,481,626 3,725,000 7,788,356 11,513,356 29,994, ,672,157 16,217,060 3,850,000 7,658,369 11,508,369 27,725, ,282,042 13,826,945 8,460,000 7,404,199 15,864,199 29,691, ,194,751 13,739,654 8,855,000 7,018,832 15,873,832 29,613, ,214,174 13,759,077 9,245,000 6,613,419 15,858,419 29,617, ,997,618 12,542,521 9,675,000 6,187,816 15,862,816 28,405, ,177,254 10,722,157 10,090,000 5,741,643 15,831,643 26,553, ,177,040 10,721,943 10,540,000 5,274,174 15,814,174 26,536, ,199,910 10,744,813 11,030,000 4,783,740 15,813,740 26,558, ,583,647 9,128,550 11,530,000 4,266,215 15,796,215 24,924, ,544,750 15,152,581 5,915,000 3,874,611 9,789,611 24,942, ,623,011 16,371,838 5,585,000 3,633,325 9,218,325 25,590, ,474,361 16,382,355 5,815,000 3,396,075 9,211,075 25,593, ,317,857 16,391,176 6,050,000 3,148,952 9,198,952 25,590, ,152,683 16,397,744 6,290,000 2,891,692 9,181,692 25,579, ,982,899 16,406,375 6,540,000 2,623,946 9,163,946 25,570, ,802,676 16,411,444 6,790,000 2,344,636 9,134,636 25,546, ,129,089 13,930,335 7,075,000 2,052,927 9,127,927 23,058, ,778,662 11,779,881 7,370,000 1,748,794 9,118,794 20,898, ,565,316 11,774,206 8,115,000 1,422,070 9,537,070 21,311, ,349,093 11,773,661 4,005,000 1,172,234 5,177,234 16,950, ,123,966 11,772,578 4,200, ,840 5,180,840 16,953, ,893,908 11,775,290 4,400, ,132 5,180,132 16,955, ,605, ,859 5,174,859 5,174, ,830, ,447 5,179,447 5,179, ,060, ,297 5,178,297 5,178,297 Total $472,344,321 $415,643,961 $206,440,000 $130,540,872 $336,980,872 $757,713,126 * Includes debt service on the Series 2004B Bonds, Series 2005 Bonds, Series 2009B Bonds, Series 2010A Bonds and Series 2010B Bonds. Net of assumed BAB Subsidy of 35%. ** Includes debt service on Bonds that matured on November 1, For further information concerning the University s indebtedness, see OUTSTANDING INDEBTEDNESS in APPENDIX A to this Official Statement. Book-Entry Only System The Series 2013 Bonds initially will be available in book-entry form only. Purchasers of the Series 2013 Bonds will not receive certificates representing their interests in the Series 2013 Bonds purchased. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the University believes to be reliable, but the University takes no responsibility for the accuracy thereof. The Series 2013 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee). One fully-registered Series 2013 Bond certificate will be issued for each maturity of the Series 2013 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. Initially, DTC will act as Securities Depository for the Series 2013 Bonds. The Series 2013 Bonds initially will be issued solely in book-entry form to be held under DTC s book-entry only system, 12

17 registered in the name of Cede & Co. (DTC s Partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Series 2013 Bonds, in the aggregate principal amount of the Series 2013 Bonds of such maturity, and will be deposited with DTC. DTC, the world s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has a Standard & Poor s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at So long as the Series 2013 Bonds are maintained in book-entry form with DTC, the following procedures will be applicable with respect to the Series 2013 Bonds. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2013 Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2013 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Series 2013 Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2013 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial 13

18 Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. As long as the book-entry system is used for the Series 2013 Bonds, redemption notices will be sent to Cede & Co. If less than all of the Series 2013 Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. As long as the book-entry system is used for the Series 2013 Bonds, principal or redemption price of, and interest payments on, the Series 2013 Bonds will be made to DTC. DTC s practice is to credit Direct Participants accounts on the payable date in accordance with their respective holdings shown on DTC s records unless DTC has reason to believe that it will not receive payment on the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Trustee or the University, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal or redemption price and interest to DTC is the responsibility of the University or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. Beneficial Owners of the Series 2013 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2013 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the financing documents. For example, Beneficial Owners of the Series 2013 Bonds may wish to ascertain that the nominee holding the Series 2013 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2013 Bonds, unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Trustee as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2013 Bonds are credited on the record date (identified in listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and interest payments on the Series 2013 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the University or the Trustee, on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC (nor its nominee), the Trustee, or the University, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the University or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2013 Bonds at any time by giving reasonable notice to the University and the Trustee. In addition, the University may decide to discontinue use of the system of book-entry transfers through DTC (or a successor Securities 14

19 Depository). Under either of such circumstances, in the event that a successor Securities Depository is not obtained, Bond certificates are required to be printed and delivered. The University and Morgan Stanley & Co. LLC, as underwriter (the Underwriter ) cannot and do not give any assurances that the Direct Participants or the Indirect Participants will distribute to the Beneficial Owners of the Series 2013 Bonds: (i) certificates representing an ownership interest or other confirmation of beneficial ownership interests in the Series 2013 Bonds, or (ii) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owners of the Series 2013 Bonds, or that they will do so on a timely basis or that DTC, Direct Participants or Indirect Participants will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. The University and the Trustee will have no responsibility or obligation to any Securities Depository, any Participants in the book-entry system, or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Participant or Beneficial Owner, respectively, in respect of the principal amount or redemption price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Series 2013 Bonds; or (v) any other action taken by the Securities Depository or any Participant. In the event of the discontinuance of the book-entry system for the Series 2013 Bonds, Bond certificates will be printed and delivered and the following provisions of the Trustee Agreement will apply: (i) principal or redemption price of the Series 2013 Bonds will be payable upon surrender of the Series 2013 Bonds at the designated corporate trust office of the Trustee located in Wilmington, Delaware as provided in the Trustee Agreement; (ii) Series 2013 Bonds may be transferred or exchanged for other Bonds of authorized denominations at the designated office of the Registrar of the Series 2013 Bonds, without cost to the owner thereof except for any tax or other governmental charge; and (iii) Series 2013 Bonds will be issued in denominations as described above under THE SERIES 2013 BONDS. SOURCES OF AND SECURITY FOR PAYMENT OF THE SERIES 2013 BONDS Limited Obligations Except with respect to the University s obligation to purchase Series 2013C Bonds tendered as described herein, the Series 2013 Bonds will be issued on a parity basis with the outstanding Series 2004B Bonds, Series 2005 Bonds, Series 2009B Bonds, Series 2010A Bonds and Series 2010B Bonds. The outstanding Series 2004B Bonds, Series 2005 Bonds, Series 2009B Bonds, Series 2010A Bonds and Series 2010B Bonds, and all other bonds issued and outstanding under the Trust Agreement are hereinafter referred to collectively as the Bonds. The principal of, interest on, and premium on, if any, Bonds will be payable solely from and will be secured by the revenues pledged by the University under the Trust Agreement (provided that the University s obligation to purchase Series 2013C Bonds tendered as described herein is a general obligation of the University, not secured by a pledge of the Pledged Revenues). Neither the principal of, interest on, nor premium, if any, on Series 2013 Bonds constitutes a general obligation of the University nor a debt or general obligation of the State of Delaware or of any political subdivision thereof, or a pledge of the faith and credit of the University or a pledge of the faith and credit or the taxing power of the State of Delaware or any political subdivision thereof. 15

20 Pledge of Funds and Gross Revenues of Project Facilities The principal amount of the Bonds and all interest payable thereon are secured by a pledge of and lien on (i) Pledged Revenues (which includes substantially all of the gross revenues received by the University from the operation of all Project Facilities as generally described below and any other revenues pledged by the University in its sole discretion) and (ii) income received on and the principal amount of the Revenue Fund, the Debt Service Fund and the Capital Fund, as such are defined in the Trust Agreement. The Project Facilities consist of (i) all currently existing facilities of the University which provide housing, dining or health care services for students and which are located on the University s main campus at Newark, Delaware, (ii) the University s ice arenas, (iii) the University s student centers, health centers and recreational centers, (iv) the University s book stores, (v) the University s on-campus parking facilities, (vi) any other revenue-producing facility which the University identifies by Supplemental Agreement and (vii) any improvement or addition to any Project Facility. Included among the Project Facilities are 48 dormitories which together house approximately 7,300 students, six dining facilities which have a combined seating capacity of approximately 2,500 and the University s Health Center and Recreational Facilities. Pledged Revenues include the University s room charges received from students housed on the main campus in Newark, receipts from food service provided in the dining facilities on the main campus in Newark, revenues from the operation of the ice arenas, revenues from the operation of the University s health center, which presently includes a student health fee required to be paid by all full-time undergraduate students, the revenues from the student center fee required to be paid by all full-time undergraduate students, the revenues from the comprehensive student fees required to be paid by all fulltime undergraduate students, the revenues from on-campus parking facilities and the revenues derived by the University from the operation of the University s book store. Flow of Funds All Pledged Revenues will be deposited by the University into the Revenue Fund and redeposited into the Debt Service Fund established under the Trust Agreement until such time as there is on deposit (a) in the Debt Service Fund an amount equal to the amount required to pay (i) the interest on all Bonds coming due during the six months following the date of deposit, (ii) the principal amount of all Bonds stated to mature or be redeemed and required to be paid during the six months following the date of deposit, and (iii) one-half of the principal amount of all Bonds stated to mature or be redeemed and required to be paid during the seventh through the twelfth months following the date of deposit; and (b) in the Debt Service Reserve Fund established under the Trust Agreement an amount equal to the Debt Service Reserve Fund Requirement (as defined in the Trust Agreement), if any. So long as sufficient funds are on deposit in the Debt Service Fund and the Debt Service Reserve Fund to satisfy the requirements described in the preceding sentence, no amounts are owing to any credit enhancer and there does not exist an Event of Default as defined in the Trust Agreement, the University shall not be required to deposit any Pledged Revenues in the Revenue Fund and such Pledged Revenues may be applied by the University for any corporate purpose of the University. Funds held in the Debt Service Fund shall be payable by the Trustee to pay the principal of and interest on the Bonds when due and payable. Investment earnings on the Debt Service Fund will be retained therein and applied to pay debt service on the Bonds. Debt Service Reserve Fund No Debt Service Reserve Fund Requirement is being established for the benefit of the Series 2013 Bonds. No Bonds currently outstanding under the Trust Agreement are secured by a Debt Service 16

21 Reserve Fund. The University, in its discretion, may establish a Debt Service Reserve Fund Requirement for the benefit of any future series of Bonds. Maintenance Covenant The University covenants in the Trust Agreement to maintain, preserve and keep the Project Facilities in good condition, repair and working order and to apply any of its other revenues legally available for such purposes in the event the Pledged Revenues are not sufficient to fulfill such covenant. Rate Covenant In the Trust Agreement, the University covenants that it will fix and revise from time to time such rental rates, fees and charges for the use of the Project Facilities as will produce Pledged Revenues sufficient to maintain the Project Facilities in good condition, repair and working order and to pay 100% of the principal and interest requirements on all outstanding Bonds payable in the current fiscal year. Debt Service Coverage Gross Revenue Coverage. The following debt service coverage schedule, taking into account the Series 2013 Bonds, is based on Gross Revenues derived from University Project Facilities. Revenues are based on the University s fiscal years ending June 30. The debt service coverage computations based on Gross Revenues are included herein based on the pledge of such Gross Revenues under the Trust Agreement and the University s covenant with respect to the expenses of maintaining and repairing the Project Facilities as set forth under Maintenance Covenant above. Revenue Source (1) Housing $41,794,862 $45,887,871 $46,867,406 $50,948,799 $53,564,011 Dining 30,559,566 32,346,372 33,150,505 35,270,470 37,162,800 Student Health Fee 9,291,246 10,077,493 10,375,811 10,736,392 11,046,088 Ice Arena 1,579,455 1,487,773 1,512,967 1,541,705 1,554,525 Parking 4,269,351 4,466,874 4,810,220 5,300,885 5,779,400 Student Center Fee 3,998,739 4,233,030 4,394,243 4,588,195 4,478,070 Comprehensive Student Fee n/a 3,670,432 6,855,250 12,302,245 12,675,250 Book Store 759, , , , ,000 Gross Revenues $92,252,699 $102,878,165 $108,645,516 $121,594,457 $127,160,144 Maximum Annual Debt Service (2) $17,408,826 $17,785,629 $23,639,930 $22,931,635 $30,083,143 Debt Service Coverage (Maximum Annual Debt Service) % % % % % 1 Based on budget for fiscal year ending June 30, The maximum annual debt service for each year in this table is based upon the debt service on the outstanding bonds of each Series as of the end of each such fiscal year and the assumptions set forth in the Debt Service Requirements section herein, and reflects BAB Subsidy payments expected to be received by the University. 17

22 Net Revenue Coverage. The following debt service coverage schedule, taking into account the Series 2013 Bonds, is based on net revenues (Gross Revenues less Current Expenses of the Project Facilities) derived from University Project Facilities. Revenues are based on the University s fiscal years ended or ending June (1) Gross Revenues $92,252,699 $102,878,165 $108,645,516 $121,594,457 $127,160,144 Expenditures: Housing 18,805,988 18,706,138 19,635,107 19,760,454 20,448,872 Dining 27,722,886 29,155,164 29,904,184 30,366,110 32,149,525 Health 8,070,279 8,728,650 9,091,321 9,455,459 10,568,555 Ice Arena 1,194,616 1,149,420 1,269,051 1,317,835 1,395,047 Parking 2,091,597 2,470,315 2,154,453 1,591,348 1,987,699 Student Center 1,012, ,000 1,009,036 1,207,229 1,371,319 Comprehensive Student Expenses n/a 2,755,497 2,701,186 1,255,360 1,440,208 Book Store 239, , , ,178 59,656 Gross Expenditures 59,137,299 64,170,231 65,998,395 65,113,973 69,420,881 Net Revenues $33,115,400 $38,707,934 $42,647,121 $56,480,484 $57,739,263 Maximum Annual Debt Service (2) $17,408,826 $17,785,629 $23,639,930 $22,931,635 $30,083,143 Debt Service Coverage (Maximum Annual Debt Service) % % % % % 1 Based on budget for fiscal year ending June 30, The maximum annual debt service for each year in this table is based upon the debt service on the outstanding bonds of each Series as of the end of each such fiscal year and the assumptions set forth in the Debt Service Requirements section herein, and reflects BAB Subsidy payments expected to be received by the University. ADDITIONAL BONDS The University may issue additional series of bonds secured on parity with the Series 2004B Bonds, Series 2005 Bonds, Series 2009B Bonds, Series 2010A Bonds, Series 2010B Bonds and Series 2013 Bonds, except to the extent a series of additional bonds may be secured by a Debt Service Reserve Fund. In order for such additional bonds to be issued for new acquisition or construction purposes or for renovation purposes, the University must satisfy certain conditions as set forth in the Trust Agreement including a requirement that (i) Net Pledged Revenues (Pledged Revenues less Current Operating Expenses) for any twelve month period ending not more than six months prior to the authentication of the additional bonds equal 125% or more of the Maximum Principal and Interest Requirements on all outstanding Bonds (excluding the proposed new Bonds) payable in any fiscal year and (ii) estimated Net Pledged Revenues for the current and each of the following fiscal years through the second full fiscal year after the Project Facilities to be constructed are expected to be placed in service (reflecting the addition of any new Project Facilities and any anticipated changes or increases in charges) will equal 125% or more of the Maximum Principal and Interest Requirements on all outstanding Bonds (including the proposed new Bonds) payable in any fiscal year. In the case of additional bonds issued to finance the completion of the acquisition and/or construction of any Project Facility, the University is not required to satisfy the debt service coverage requirements described above so long as the amount of the completion bonds does not exceed 10% of the proceeds of the Bonds previously issued to finance the acquisition or construction. In addition, in the case of any additional bonds issued to refund any outstanding Bonds, the University is not required to satisfy the debt service coverage requirements described above so long as the issuance of the refunding bonds does not increase Maximum Principal and Interest Requirements on all outstanding 18

23 Bonds by more than 10%. For a further description of the conditions under which such additional bonds may be issued, see APPENDIX D -- Additional Bonds. ABSENCE OF MATERIAL LITIGATION There is no litigation of any nature pending or, to the knowledge of the University, threatened against the University at the date of this Official Statement to restrain or enjoin the issuance, sale, execution or delivery of the Series 2013 Bonds, or in any way contesting or affecting the validity of the Series 2013 Bonds, or any proceedings of the University taken with respect to the issuance or sale thereof, or the pledge or application of any monies or the security provided for the payment of the Series 2013 Bonds, or the existence or powers of the University, or which would have a material adverse effect on the University, its operations, the Pledged Revenues, or its financial condition. CONTINUING DISCLOSURE The University has covenanted for the benefit of the Series 2013 Bondholders in a Continuing Disclosure Agreement (the Disclosure Agreement ) to (a) provide Event Notices; and (b) Annual Reports. These covenants were made in order to assist the underwriters of prior Bonds of the University in complying with Rule 15(c)2-12. The Annual Report will be filed with the Electronic Municipal Market Access System ( EMMA ) created by the Municipal Securities Rulemaking Board ( MSRB ) and the state repository (if any). The notices of significant events will be filed by the University with the MSRB and any state repository. The specific nature of the information to be contained in the Annual Report or the notices of significant events and the other terms of the Disclosure Agreement are set forth in the proposed form of that Agreement attached hereto as APPENDIX E. Due to an oversight, the University did not file the disclosure timely in compliance with its obligations under a prior disclosure agreement to make certain filings with respect to its fiscal years ended June 30, 2008 and However, as of the date of this Official Statement, the University has supplied the necessary information to EMMA and is now in compliance with the prior disclosure agreement. Series 2013A Bonds and Series 2013C Bonds TAX MATTERS Tax Exemption-Opinion of Bond Counsel. The Code contains provisions relating to the taxexempt status of interest on obligations issued by governmental entities which apply to the Series 2013A Bonds and Series 2013C Bonds. These provisions include, but are not limited to, requirements relating to the use and investment of the proceeds of the Series 2013A Bonds and Series 2013C Bonds and the rebate of certain investment earnings derived from such proceeds to the United States Treasury Department on a periodic basis. These and other requirements of the Code must be met by the University subsequent to the issuance and delivery of the Series 2013A Bonds and Series 2013C Bonds in order for interest thereon to be and remain excludable from gross income for purposes of federal income taxation. The University has made covenants to comply with such requirements. In the opinion of Bond Counsel, interest on the Series 2013A Bonds and Series 2013C Bonds (including accrued original issue discount) is not includable in gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions. The opinion of Bond Counsel is subject to the condition that the University comply with all applicable federal income tax law requirements that must be satisfied subsequent to the issuance of the Series 2013A Bonds and Series 2013C Bonds in order that interest thereon continues to be excluded from gross income. Failure to comply with certain of such requirements could cause the interest on the Series 2013A Bonds and Series 2013C Bonds to be so includable in gross income retroactive to the date of issuance of the Series 2013A 19

24 Bonds and Series 2013C Bonds. The University has covenanted to comply with all such requirements. Interest on the Series 2013A Bonds and Series 2013C Bonds is not treated as an item of tax preference under Section 57 of the Code for purposes of the individual and corporate alternative minimum taxes; however, under the Code, to the extent that interest on the Series 2013A Bonds and Series 2013C Bonds is a component of a corporate holder's adjusted current earnings, a portion of that interest may be subject to the corporate alternative minimum tax. Bond Counsel expresses no opinion regarding other federal tax consequences relating to the Series 2013A Bonds and Series 2013C Bonds or the receipt of interest thereon. See discussion of Alternative Minimum Tax, Branch Profits Tax, S Corporations with Passive Investment Income, Social Security and Railroad Retirement Benefits, Deduction for Interest Paid by Financial Institutions to Purchase or Carry Tax-Exempt Obligations, Property or Casualty Insurance Company and Accounting Treatment of Amortizable Bond Premium below. Alternative Minimum Tax. The Code includes, for purposes of the corporate alternative minimum tax, a preference item consisting of, generally, seventy-five percent of the excess of a corporation's adjusted current earnings over its alternative minimum taxable income (computed without regard to this particular preference item and the alternative tax net operating loss deduction). Thus, to the extent that tax-exempt interest (including interest on the Series 2013A Bonds and Series 2013C Bonds) is a component of a corporate holder's adjusted current earnings, a portion of that interest may be subject to the alternative minimum tax. Branch Profits Tax. Under the Code, foreign corporations engaged in a trade or business in the United States will be subject to a branch profits tax equal to thirty percent (30%) of the corporation's dividend equivalent amount for the taxable year. The term dividend equivalent amount includes interest on tax-exempt obligations. S Corporations with Passive Investment Income. Section 1375 of the Code imposes a tax on the income of certain small business corporations for which an S Corporation election is in effect, and that have passive investment income. For purposes of Section 1375 of the Code, the term passive investment income includes interest on the Series 2013A Bonds and Series 2013C Bonds. This tax applies to an S Corporation for a taxable year if the S Corporation has Subchapter C earnings and profits at the close of the taxable year and has gross receipts, more than twenty-five percent (25%) of which are passive investment income. Thus, interest on the Series 2013A Bonds and Series 2013C Bonds may be subject to federal income taxation under Section 1375 of the Code if the requirements of that provision are met. Social Security and Railroad Retirement Benefits. Under Section 86 of the Code, certain Social Security and Railroad Retirement benefits (the benefits ) may be includable in gross income. The Code provides that interest on tax-exempt obligations (including interest on the Series 2013A Bonds and Series 2013C Bonds) is included in the calculation of modified adjusted gross income in determining whether a portion of the benefits received are to be includable in gross income of individuals. Deduction for Interest Paid by Financial Institutions to Purchase or Carry Tax-Exempt Obligations. The Code, subject to limited exceptions not applicable to the Series 2013A Bonds and Series 2013C Bonds, denies the interest deduction for indebtedness incurred or continued to purchase or carry tax-exempt obligations, such as the Series 2013A Bonds and Series 2013C Bonds. With respect to banks, thrift institutions and other financial institutions, the denial to such institutions is one hundred percent (100%) for interest paid on funds allocable to the Series 2013A Bonds and Series 2013C Bonds and any other tax-exempt obligations acquired after August 7,

25 Property or Casualty Insurance Company. The Code also provides that a property or casualty insurance company may also incur a reduction, by a specified portion of its tax-exempt interest income, of its deduction for losses incurred. Accounting Treatment of Amortizable Bond Premium. The Series 2013A Bonds are hereinafter referred to as the Premium Bonds. An amount equal to the excess of the initial public offering price of a Premium Bond set forth on the cover page over its stated redemption price at maturity constitutes premium on such Premium Bond. A purchaser of a Premium Bond must amortize any premium over such Premium Bond s term using constant yield principles, based on the purchaser s yield to maturity. As premium is amortized, the purchaser s basis in such Premium Bond is reduced by a corresponding amount, resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser s basis is reduced, no federal income tax deduction is allowed. Purchasers of any Premium Bonds, whether at the time of initial issuance or subsequent thereto, should consult their own tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to state and local tax consequences of owning Premium Bonds. Series 2013B Bonds The following is a summary of certain anticipated federal income tax consequences of the purchase, ownership and disposition of the Series 2013B Bonds. The summary is based upon the provisions of the Code, the regulations promulgated thereunder and the judicial and administrative rulings and decisions now in effect, all of which are subject to change or possible differing interpretations. This summary does not purport to address all aspects of federal income taxation that may affect particular investors in light of their individual circumstances, nor certain types of investors subject to special treatment under the federal income tax laws. This summary focuses primarily on investors who will hold the Series 2013B Bonds as capital assets (generally, property held for investment within the meaning of Code Section 1221), but much of the discussion is applicable to other investors. Potential purchasers of the Series 2013B Bonds should consult their own tax advisors in determining the federal, state or local tax consequences to them of the purchase, holding and disposition of the Series 2013B Bonds. Taxability of Stated Interest and Principal. In general, interest payable to holders of the Series 2013B Bonds, who are not exempt from federal income tax will be treated as ordinary income in the year paid, in the case of cash basis taxpayers, or the year accrued, in the case of accrual basis taxpayers. Principal payments on the Series 2013B Bonds, other than those attributable to any market discount, will be treated as a return of capital. Sale or Redemption of the Series 2013B Bonds. A holder s tax basis for a Series 2013B Bond, is the price such holder pays for the Series 2013B Bond, reduced by (a) payments received other than qualified periodic interest and (b) amortized bond premium. Gain or loss recognized on a sale, exchange or redemption of a Series 2013B Bond, measured by the difference between the amount realized and the Series 2013B Bond s basis as so adjusted, will generally give rise to capital gain or loss if the Series 2013B Bond is held as a capital asset. In the case of a subsequent purchaser, a portion of any gain will generally be treated as ordinary income to the extent of any market discount accrued to the date of disposition which was not previously reported as ordinary income. Backup Withholding. A holder of a Series 2013B Bond may, under certain circumstances, be subject to backup withholding at the rate prescribed by the Code with respect to interest on the Series 2013B Bonds. This withholding generally applies if the holder of a Series 2013B Bond (a) fails to 21

26 furnish the Paying Agent with its taxpayer identification number ( TIN ); (b) furnishes the Paying Agent an incorrect TIN; (c) fails to report properly interest, dividends or other reportable payments as defined in the Code, or (d) under certain circumstances, fails to provide the Paying Agent or its securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is his correct number and that the holder is not subject to backup withholding. Backup withholding will not apply, however, with respect to payments made to certain holders of the Series 2013B Bonds, including payments to certain exempt recipients (such as certain exempt organizations) and to certain Nonresidents (as defined below). Holders of the Series 2013B Bonds should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining the exemption. The Paying Agent will report to the holders of the Series 2013B Bonds, and to the IRS for each calendar year the amount of any reportable payments during such year and the amount of tax withheld, if any, with respect to payments on the Series 2013B Bonds. Foreign Bondholders. Under the Code, interest with respect to Series 2013B Bonds held by nonresident alien individuals, foreign corporations or other non-united States persons ( Nonresidents ) generally will not be subject to the thirty percent (30%) United States withholding tax if the Paying Agent (or other person who would otherwise be required to withhold tax from such payments), is provided with an appropriate statement that the beneficial owner of a Series 2013B Bond is a nonresident. The withholding tax, if applicable, may be reduced or eliminated by an applicable tax treaty. However, interest that is effectively connected with a United States business conducted by a Nonresident holder of a Series 2013B Bond will generally be subject to the regular United States income tax. INVESTORS WHO ARE NONRESIDENTS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF OWNING SERIES 2013B BONDS. THE FOREGOING SUMMARY AS TO SERIES 2013B BONDS IS NOT INTENDED AS AN EXHAUSTIVE RECITAL OF THE POTENTIAL TAX CONSEQUENCES OF HOLDING THE SERIES 2013B BONDS. PROSPECTIVE PURCHASERS OF THE SERIES 2013B BONDS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF THE OWNERSHIP OF THE SERIES 2013B BONDS. BOND COUNSEL WILL NOT RENDER ANY OPINION WITH RESPECT TO ANY FEDERAL TAX CONSEQUENCES OF OWNERSHIP OF THE SERIES 2013B BONDS AND WILL NOT RENDER ANY OPINION AS TO STATE OR LOCAL TAX. Delaware State Tax Opinion In the opinion of Bond Counsel under existing statutes, interest on the Series 2013 Bonds is exempt from the personal and corporate income tax imposed by the State. CHANGES IN FEDERAL TAX LAW From time to time, there are presidential proposals, proposals by various federal committees and legislative proposals in Congress that, if enacted, could alter or amend the tax matters referred to herein or adversely affect the marketability or market value of the Series 2013A Bonds and the Series 2013C Bonds or otherwise prevent holders of the Series 2013A Bonds and the Series 2013C Bonds from realizing the full benefit of the tax exemption of interest on the Series 2013A Bonds and the Series 2013C Bonds. Further, such proposals may impact the marketability or market value of the Bonds simply by being proposed. It cannot be predicted whether or in what form any such proposals may be enacted or whether if enacted such proposals would apply to bonds issued prior to enactment. In addition, regulatory 22

27 actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value, marketability or tax status of the Series 2013A Bonds and the Series 2013C Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2013A Bonds and the Series 2013C Bonds would be impacted thereby. Purchasers of the Series 2013A Bonds and the Series 2013C Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2013A Bonds and the Series 2013C Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any proposed or pending legislation, regulatory initiatives or litigation. UNDERWRITING Morgan Stanley & Co. LLC, as the Underwriter (the Underwriter ), has agreed to purchase the Series 2013A Bonds at a price of $138,973,025.05, (which is equal to the aggregate principal amount of the Series 2013A Bonds of $119,210, less an Underwriter s discount of $502, plus original issue premium in the amount of $20,265,353.05). The Underwriter has agreed to purchase the Series 2013B Bonds at a price of $29,616, (which is equal to the aggregate principal amount of the Series 2013B Bonds of $29,755, less an Underwriter s discount of $138,484.11). The Underwriter has agreed to purchase the Series 2013C Bonds at a price of $57,299, (which is equal to the aggregate principal amount of the Series 2013C Bonds of $57,475, less an Underwriter s discount of $175,921.89). The purchase contract for the Series 2013 Bonds provides that the Underwriter will purchase all the Series 2013 Bonds, if any are purchased, and requires the University to certify to the Underwriter that the Official Statement does not contain any untrue statement of material fact with respect to the University or omit any statement of a material fact with respect to the University required to be stated herein or necessary to make the statements with respect to the University contained herein, in light of the circumstances under which they were made, not misleading. The initial public offering prices set forth on the cover page may be changed by the Underwriter from time to time. The following four sentences were provided by Morgan Stanley & Co. LLC, as the Underwriter of the Series 2013 Bonds, for inclusion in this Official Statement. The University does not take any responsibility for, or make any representation as to, their accuracy or completeness. Morgan Stanley & Co. LLC and Citigroup Inc. have entered into a retail brokerage joint venture. As part of the joint venture, each of Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. will distribute municipal securities to retail investors through the financial advisor network of a new broker-dealer, Morgan Stanley Smith Barney LLC. This distribution arrangement became effective on June 1, As part of this arrangement, Morgan Stanley & Co. LLC will compensate Morgan Stanley Smith Barney LLC for its selling efforts in connection with their respective allocations. RATINGS Moody s Investors Service, Inc. has assigned the Series 2013A Bonds and the Series 2013B Bonds a rating of Aa1. Standard & Poor s Rating Services, a division of The McGraw Hill Companies, Inc. has assigned the Series 2013 Bonds a rating of AA+. No application for a rating has been made by the University to any other rating service. 23

28 The ratings reflect only the respective views of the rating services and any explanation of the meaning or significance of the ratings may only be obtained from the respective rating service. The ratings are not recommendations to buy, sell or hold securities. The University furnished to each rating service certain information and materials, some of which may not have been included in this Official Statement, relating to the Series 2013 Bonds and the University. Generally, rating services base their ratings on such information and materials and on their own investigations, studies and assumptions. Each rating should be evaluated independently of any other rating. There can be no assurance that a rating when assigned will continue for any given period of time or that it will not be lowered or withdrawn entirely by a rating service if in its judgment circumstances so warrant. Any lowering or withdrawal of a rating may have an adverse effect on the marketability or market price of the Series 2013 Bonds. The University expects to furnish the rating services with information and materials that may be requested. However, the University assumes no obligation to furnish requested information and materials, and may issue debt for which a rating is not requested. Failure to furnish requested information and materials, or the issuance of debt for which a rating is not requested, may result in the suspension or withdrawal of a rating on the Series 2013 Bonds. LEGAL MATTERS All legal matters incident to the authorization, issuance and sale of the Series 2013 Bonds will be approved by Bond Counsel, whose legal opinion substantially in the form set forth in APPENDIX C hereto will be delivered at the closing. Certain legal matters will be passed upon for the Underwriter by its counsel, Ballard Spahr LLP. RELATIONSHIP OF PARTIES In addition to serving as counsel to the Underwriter, Ballard Spahr LLP also serves as counsel to the University with respect to certain matters. Morgan Stanley & Co. LLC serves as remarketing agent for the University s Series 2004B Bonds and the Series 2005 Bonds, and also is counterparty to the University on various interest rate exchange agreements. FINANCIAL STATEMENTS The audited consolidated financial statements of the University as of and for the year ended June 30, 2012 and included in APPENDIX B to this Official Statement have been audited by KPMG LLP, independent auditors as stated in their report included in APPENDIX B. Financial information appearing other than in APPENDIX B to this Official Statement has not been audited by any firm of independent auditors. FINANCIAL ADVISOR Fairmount Capital Advisors, Inc., Philadelphia, Pennsylvania, has served as financial advisor to the University with respect to the sale of the Series 2013 Bonds. The financial advisor assisted in matters relating to the planning, structuring and issuance of the Series 2013 Bonds, and provided other financial advice. Fairmount Capital Advisors, Inc. is a financial advisory and consulting organization and is not engaged in the underwriting, marketing or trading of municipal securities or other negotiable instruments. MISCELLANEOUS All of the summaries of the provisions of the Series 2013 Bonds, the Trust Agreement and any other documents set forth herein are only brief outlines of certain provisions thereof and are made subject 24

29 to all of the detailed provisions thereof, to which reference is hereby made for further information, and do not purport to be complete statements of any or all such provisions of such documents. All estimates and assumptions herein have been made on the best information available and are believed to be reliable, but no representations whatsoever are made that such estimates or assumptions are correct or will be realized. So far as any statements herein involve matters of opinion, whether or not expressly so stated, they are intended merely as such and not as representations of fact. The agreements of the University with holders of the Series 2013 Bonds are fully set forth in the Trust Agreement. Neither any advertisement of the Series 2013 Bonds nor this Official Statement is to be construed as a contract with purchasers of the Series 2013 Bonds. 25

30 The execution and delivery of this Official Statement has been duly authorized by the University. UNIVERSITY OF DELAWARE By: /s/ Scott R. Douglass Executive Vice President and University Treasurer 26

31 APPENDIX A CERTAIN INFORMATION CONCERNING THE UNIVERSITY

32 [This Page is Intentionally Left Blank]

33 CERTAIN INFORMATION CONCERNING THE UNIVERSITY OF DELAWARE General Information Introduction The University of Delaware (the University ), which traces its history from a private school originally located in New London, Pennsylvania, was established as a school for candidates for the Presbyterian Ministry in In 1763, the school relocated to Newark, Delaware. In 1769, it was chartered as Newark Academy (the Academy ) and, in 1833, merged into the newly incorporated Newark College (the College ), a degree-granting institution. The Academy continued as the College s preparatory department until 1870, when work below the collegiate level was dropped. By Act of the Delaware General Assembly in 1867, a proposition made by the Trustees to the State of Delaware (the State ) was accepted, and the College was named Delaware College and designated as the land-grant college of the State. In 1913, a Women s College affiliated with Delaware College was established. In 1921, Delaware College and the Women s College were combined under the name University of Delaware. The main campus of the University is located in Newark, Delaware, 15 miles southwest of Wilmington. In the fall of 2012, the University offered 3 associate s programs, 146 undergraduate majors, master degrees in 119 areas, and doctoral degrees in 58 fields and 15 joint degrees within. The average undergraduate class size at the University is 32 students and the student/faculty ratio is approximately 13 to 1 for the main Newark campus. Total full-time equivalent degree seeking matriculated enrollment was 20,016 consisting of 16,921 undergraduate students (including Associate in Arts program) and 3,095 graduate students. The University encompasses seven colleges: the College of Arts and Sciences; the Alfred Lerner College of Business and Economics; the College of Engineering; the College of Health Sciences; the College of Education and Human Development; the College of Agriculture and Natural Resources; and the College of Earth, Ocean and Environment. Other major academic units include the Agricultural Experiment Station; the Agricultural Extension Service; and the Library. The University offers Bachelor s degrees in Arts, Science, Agricultural Sciences, Education, Chemical Engineering, Civil Engineering, Electrical Engineering, Mechanical Engineering, Music, Human Services, Nursing, and Physical Education and other specific majors. The University offers courses leading to a Master s degree in nearly all departments, and in a number of disciplines programs are available leading to the degree of Doctor of Philosophy. The University, in partnership with Delaware Technical and Community College, offers qualified Delaware applicants the opportunity to pursue a University of Delaware Associate in Arts degree. The Associate in Arts courses form the foundation of a traditional liberal arts education. Earning the Associate in Arts degree represents confirmation that the student has completed approximately half of a Bachelor of Arts degree program at the University and guarantees eligibility for continued study at the University in pursuit of the baccalaureate degree. In addition, upon application, baccalaureate degree candidates may be awarded degrees of Associate in Arts and Associate in Science. The Associate in Arts represents completion of the first two years of a Bachelor of Arts, Bachelor of Fine Arts, or Bachelor of Music program. The Associate in Science represents completion of the first two years of a Bachelor of Science program. A-1

34 In cooperation with the University s academic colleges and departments, the Division of Professional and Continuing Studies (the Division ) offers degree credit and professional development courses for adult and nontraditional students on the University s Newark campus, at other locations throughout the State, and via distance learning throughout the world. The Division offers workforce development programs to meet the specialized educational needs of groups with civic, fraternal, professional, industrial, and business interests. Programs are offered for dentists, physicians, nurses, accountants and managers. One of the most unique programs is its statewide Osher Lifelong Learning Institute at University of Delaware in Wilmington, Dover, and Lewes (formerly known as the Academy of Lifelong Learning), an intellectual cooperative of individuals 50 years and older. One of the oldest and largest such programs in the country, these programs have over 3,000 active members. Accreditations The University has been continuously accredited by the Middle States Commission on Higher Education since that association's inception in The University is also accredited by approximately 41 professional organizations in disciplines including Athletic Training, Business, Chemistry, Clinical Psychology, Dietetics, Education, Engineering, Health and Physical Education, Human Services, Medical Technology, Music, Physical Therapy, Nursing, and Public Affairs and Administration, among others. Research Programs The University s interdisciplinary research efforts are carried out principally through its institutes and centers, which currently number over 70 ( The University conducts a wide range of research, both basic and applied. Its specialized research centers provide students with an opportunity to conduct research in conjunction with the University s faculty and professional staff and industrial personnel. The University s Undergraduate Research Program encourages undergraduate participation in research projects. Approximately 80% of the funding for University-sponsored research comes directly from federal grants, contracts and appropriations and the balance is provided by the State, corporate and foundation contracts and grants, University funds and other sources. The following table sets forth the University s contracts and other exchange transactions including sponsored research for the past five fiscal years: Contracts and Other Exchange Transactions Fiscal Year Sponsored Research Sponsored Other Total 2012 $131,134,311 $34,557,749 $165,692, ,649,056 46,501, ,150, ,139,684 47,811, ,951, ,968,310 39,402, ,371, ,768,129 40,664, ,432,295 A-2

35 Research Centers at the University Agriculture and Natural Resources Agricultural Experiment Station Avian Biosciences Center Center for Managed Ecosystems Center for Public Horticulture Institute of Soil and Environmental Quality Delaware Water Resources Center Elbert N. and Ann V. Carvel Research & Education Center University of Delaware Botanic Gardens Arts and Sciences Applied Science and Engineering Laboratories Art Conservation Laboratories at Winterthur Bartol Research Institute Center for Applied Demography and Survey Research Center for Community Research and Service Center for Material Cultural Studies Center for Archaeological Research Center for Climatic Research Center for Drug and Alcohol Studies Center for Historic Architecture & Design Center for Political Communication Center for the Study of Diversity Center for Translational Cancer Research Delaware Cardiovascular Research Center Delaware Design Institute Delaware Space Grant Program Disaster Research Center Institute for Public Administration Institute for Transforming Undergraduate Education Interdisciplinary Humanities Research Center Water Resources Agency Alfred Lerner Business and Economics Center for Economic Education & Entrepreneurship Exelon Trading Center John L. Weinberg Center for Corporate Governance JPMorgan Chase Innovation Center Engineering Catalysis Center for Energy Innovation Center for Applied Coastal Research Center for Biomedical Engineering Research Center for Bioinformatics & Computational Biology Center for Catalytic Science and Technology Center for Composite Materials Center for Energy and Environmental Policy Center for Fuel Cell Research Center for Information & Communication Sciences A-3

36 Center for Innovative Bridge Engineering Center for Molecular & Engineering Thermodynamics Center for Neutron Science Center for Spintronics and Biodetection Center for the Study of Metals in the Environment Computer Architecture & Parallel Systems Lab Delaware Asteroseismic Research Center Delaware Center for Transportation Education and Human Development Center for Disabilities Studies Delaware Education Research and Development Center Center for Improving Learning of Fractions Earth, Ocean and Environment Center for Carbon-free Power Integration Center for Climate and Land-Surface Change Center for Environmental Genomics Center for Remote Sensing Gerard J. Mangone Center for Marine Policy Delaware Geological Survey Delaware State Sea Grant College Program Halophyte Biotechnology Center OCEANIC-The Ocean Information Center Health Sciences Nurse Managed Health Center Office of Economic Innovation & Partnerships Small Business & Technology Development Center University-Wide Christina River Basin Critical Zone Observatory Delaware Biotechnology Institute Delaware Environmental Institute Delaware Rehabilitation Institute Early Learning Center & Laboratory Preschool Ice Skating Science Development Center Institute of Energy Conversion Institute for Global Studies University of Delaware Energy Institute Selected major research programs at the University are as follows: AGRICULTURAL EXPERIMENT STATION (the Station ) serves as the research arm for the College of Agriculture and Natural Resources, conducting research, fundamental and applied, in many phases of agriculture, rural life, natural resources, and agricultural biotechnology. By performing this function, the Station not only contributes to increased and efficient production and to improved marketing of agricultural products, but also serves to stabilize production by developing practices and techniques designed to protect crops and livestock against diseases, pests and certain physical forces of nature. A-4

37 BARTOL RESEARCH INSTITUTE (the Institute ) has long enjoyed an international reputation for its contributions to studies of cosmic rays and astrophysics. Areas of research at the Institute also include space and plasma physics, particle physics, cosmology, nuclear, and condensed matter physics. The Institute supports theoretical studies, in-house experimental activities, and terrestrial and extraterrestrial observational programs. CENTER FOR APPLIED COASTAL RESEARCH offers one of the nation s foremost graduate programs in coastal and ocean engineering, offering both master s and doctorate degrees. To achieve its mission to maintain a national center for research in coastal and near-shore problems, this center provides state-of-the-art research equipment and prompt technology transfer of knowledge to industry and government. APPLIED SCIENCE AND ENGINEERING LABORATORIES ( ASEL ) is an internationally recognized interdisciplinary center comprising laboratories devoted to activities linking science, technology, and disability. ASEL is jointly operated by the DuPont Hospital for Children of the A.I. DuPont Institute of the Nemours Foundation and the University. ASEL conducts basic and applied research leading to the development of technologies for people with disabilities, evaluates the effectiveness of tools and techniques in increasing functional abilities, fosters innovation in effective use of and promotes access to technology applications for persons with disabilities, and disseminates outcomes stemming from ASEL activities. CENTER FOR COMPOSITE MATERIALS ( CCM ), founded in 1974, is an internationally recognized, interdisciplinary center of excellence with a three-fold mission: educate scientists and engineers, conduct basic and applied research, and develop and transition technology to the composites community. CCM has a unique collaboration with the University s Undergraduate Research Program that promotes cross-disciplinary education. CENTER FOR DRUG AND ALCOHOL STUDIES ( CDAS ) was established at the University in 1991 to facilitate collaborative research and publishing among social and behavioral science faculty, professional staff, and students in the field of substance abuse. Administered by the University s Department of Sociology and Criminal Justice, CDAS is funded primarily through sponsored research grants and contracts. CENTER FOR ENERGY AND ENVIRONMENTAL POLICY ( CEEP ) conducts interdisciplinary research and supports graduate study on the interlocking issues of energy, environment and development. Work in CEEP is guided by theories of political economy and technology, environment and society. Research programs currently organized in CEEP include sustainable development, environmental justice, global environmental change, energy efficiency and renewable energy applications, water conservation and management, and comparative energy and environmental policy. CENTER FOR MOLECULAR AND ENGINEERING THERMODYNAMICS serves as a focal point for stimulating collaborative experimental and theoretical research and encouraging the development of new educational materials, textbooks, monographs, and regular and short courses, in all areas of thermodynamics, and also maintains state-of-the-art thermodynamics laboratories. CENTER FOR REMOTE SENSING serves as a focal point for basic and applied research on remote sensing of the physical and biological properties of the oceans and the coastal zone. This center specializes in interdisciplinary research and training, with emphasis on coastal processes, marine resources, and ocean-atmosphere coupling. This center has conducted coastal and ocean studies in A-5

38 various parts of the world and has provided training to more than 300 scientists and students from the U.S. and 23 foreign countries. DELAWARE BIOTECHNOLOGY INSTITUTE ( DBI ) is a multidisciplinary academic unit of the University supporting a statewide partnership of higher education, government, industry and the medical community devoted to the discovery and application of new interdisciplinary knowledge in the life sciences and biotechnology. The DBI supports researchers in biology, biochemistry, chemical engineering, chemistry, computer science, and materials science to explore questions in science with applications in agriculture, human health, marine ecosystems and biomaterial systems. In education, the DBI helps provide graduate and undergraduate students with critical experience and access to highquality, professionally-managed research instrumentation. DELAWARE ENVIRONMENTAL INSTITUTE ( DENIN ) conducts research and coordinates partnerships that integrate environmental science, engineering, and policy in order to provide solutions and strategies that address environmental challenges. DENIN serves as an advocate for sustained strength and vitality in pioneering environmental research. DENIN focuses on research areas relevant to the challenges facing the State and the nation, and institute research informs decision makers by providing the knowledge that can help create sound environmental policies. DELAWARE REHABILITATION INSTITUTE ( DRI ) is devoted to research, education and practice in rehabilitation. Its mission is to find innovative and improved ways to help people recover from injury and disease by providing an intellectual hub for clinicians, scientists, engineers and policymakers to work together to improve the state-of-the art in rehabilitation medicine. Research at DRI ranges from the bench to the bedside, enabling DRI to take its breakthrough findings from the laboratory to the clinic and provide rehabilitation to the people of Delaware in all phases of the lifespan from infants to the elderly. DISASTER RESEARCH CENTER ( DRC ), the first center of its kind in the world, was established at Ohio State University in 1963 and relocated to the University in DRC engages in sociological research on individual, community, and organizational preparation for, response to, and recovery from natural, technological, and human-induced disasters. Since its inception, DRC teams, mostly made up of graduate students supported by the DRC, have undertaken more than 600 different field studies, including a number outside the United States. The resource collection of the DRC, numbering over 55,000 items, is the world s most complete collection on the social and behavioral aspects of disasters. EARLY LEARNING CENTER & LABORATORY PRESCHOOL (the Early Learning Center ) is a state-of-the-art comprehensive early care and education facility. Opened in June 2004, the Early Learning Center offers quality child care and other services for families, including intervention services; technical assistance and training for community family-service providers, including those working in child care; a laboratory for faculty and student researchers from several University colleges; and a hands-on learning site for graduate and undergraduate students from across the campus. INSTITUTE FOR PUBLIC ADMINISTRATION ( IPA ) is a public service, education and research center that links the resource capacities of the University with the complex public policy and management needs of governments and related nonprofit and private organizations. IPA provides direct staff assistance, research, policy analysis, training, and forums while contributing to the scholarly body of knowledge. IPA supports and enhances the educational experiences of students through the effective integration of applied research, professional development opportunities, and internships. A-6

39 INSTITUTE OF ENERGY CONVERSION ( IEC ), established at the University in 1972, is a laboratory devoted to research and development of thin-film photovoltaic solar cells and other photonic devices. IEC was designated a University Center of Excellence for Photovoltaic Research and Education by the Department of Energy and the National Renewable Energy Laboratory in IEC carries out fundamental materials and device research in parallel with process engineering studies and analysis of film deposition processes. JOHN L. WEINBERG CENTER FOR CORPORATE GOVERNANCE was established at the University s Alfred Lerner College of Business and Economics in The activities of this center include conferences on topics of current interest, workshops for corporate directors and executives, research, publication, and other activities appropriate to the furtherance of scholarship in the corporate governance field. The center hosts roundtable discussions on selected corporate governance issues attended by members of the national business, legal, and academic communities, with the participation and assistance of members of the Delaware judiciary and bar, the University business school faculty and the Delaware corporate community. UNIVERSITY OF DELAWARE ENERGY INSTITUTE (UDEI) marshals and expands the University's science, engineering, and public policy expertise in new and emerging energy technologies. With its industry and government partners, UDEI uses research to address the entire spectrum of challenges posed by our future energy needs. Solutions to the complex energy problems facing us today require knowledge from a wide variety of disciplines. For nearly four decades, researchers at the University have been leaders in energy-driven fields ranging from photovoltaics to catalysts for fuels production to lightweight composites for fuel-efficient vehicles, as well as in the arena of energy and environmental policy. The Board of Trustees The University's Charter, which has been adopted by the State as a state law, provides that control of the University be vested in a Board of thirty-two (32) Trustees (the Board ), four of whom hold office ex-officio. The Board is granted total control and management of the affairs of the University including, but not limited to, the following fiscal responsibilities: the establishment of fees and charges and their collection; the setting of salaries and benefits; and the management of all other fiscal affairs, including the adoption of the budget. The Board also has all powers regarding the authorization, issuance and repayment of bonds or other obligations and the selection of the means and procedures for the deposit, investment and control of all monies, funds and securities held by the University. With regard to purchasing and plant development, the University Charter provides for the Board to render all decisions pertaining to the construction of buildings and other University facilities, the extension or diminution of the campus and its land holdings, the awarding of any contracts and the purchasing of supplies and equipment. Eight Trustees are appointed by the Governor, subject to confirmation by the State Senate. Twenty Trustees are elected by the Board and confirmed by the State Senate. Each of the three counties of Delaware must be represented by at least five of the Trustees elected by the Board. Trustees are elected or appointed for terms of up to six years and may be reelected or reappointed to successive terms. The four ex-officio members are the Governor of Delaware, the President of the State Board of Education, the Master of the State Grange and the President of the University. The present Trustees are (the dates in parentheses indicate the initial year of service.): A-7

40 Ex-Officio: Jack Markell (2009), Governor of the State of Delaware Teri Quinn Gray (2009), President of the State Board of Education Michael Lynch (2012), Master of the State Grange Patrick T. Harker (2007), President of the University of Delaware Elected and Appointed Members: Antoine (Tony) Allen (2009), Communications Executive, Bank of America s Consumer and Small Business Bank Grace Bennett (2011), University of Delaware Recent Graduate Trustee James C. Borel (2008), Executive Vice President, DuPont Company Thomas J. Burns (2001), Owner, Burns & Ellis Realtors Irwin G. Burton III (2003), President, Burton Investment Holding LLC R.R.M. Carpenter III (1990), Independent businessman Allison Castellanos (2009), Educator, Delaware Technical and Community College William B. Chandler III (2010), Associate at Wilson Sonsini Goodrich and Rosati John R. Cochran (2007), Retired Senior Executive, Bank of America Howard E. Cosgrove (1993), Retired Chair, President and Chief Executive Officer, Conectiv Robert A. Fischer Jr. (1976), General Partner in R.A. Fischer Family LP Michael S. Geltzeiler (2011), Chief Financial Officer and Group Executive Vice President of NYSE Euronext Stuart M. Grant (2011), Co-founder and managing director of Grant & Eisenhofer P.A. T. Henley Graves (2007), Resident Judge, Superior Court in and for Sussex County, Delaware Scott A. Green, Esq. (2005), Executive Director, Delaware River and Bay Authority Terri Kelly (2009), President and CEO of W. L. Gore & Associates Dennis E. Klima (1997), Retired President and CEO of Bayhealth, Inc. Carey M. Koppenhaver (2006), Volunteer and former educator Cynthia Primo Martin (2001), Senior Associate at Bloom Metz Consulting, Inc. Christopher H. Schell (2005), President, Schell Brothers A. Gilchrist Sparks III, Esq. (2003), Of Counsel at Morris, Nichols, Arsht & Tunnell Everett C. Toomey (2002), Financial Advisor H. Wesley Towers Jr., D.V.M. (2003), Retired Delaware State Veterinarian P. Coleman Townsend Jr. (1997), Chairman of Indian River Trust and Managing Director of Townsends Properties, Inc. Sherman L. Townsend (1988), First Vice President Investments at Merrill Lynch John E. Wallace Jr. (2001), Counsel to Brown & Connery LLP Kenneth C. Whitney (2007), Senior Managing Director for Blackstone s Private Equity Group, The Blackstone Group Mary Jane Willis (2001), Volunteer and activist Honorary Counselor: Andrew B. Kirkpatrick Jr., Esq. (1982), Retired Partner, Morris, Nichols, Arsht & Tunnell A-8

41 Trustees Emeriti: Werner C. Brown (1970), Former Chairman of the Board, Hercules Inc. Robert W. Gore (1992), Former Chairman, W.L. Gore & Associates Sally H. Higgins (1971), Retired Educator, former President of the Delaware School Board Association Officers of the Board of Trustees: A. Gilchrist Sparks III, Chair John Cochran, Vice Chair Mary Jane Willis, Vice Chair Carey M. Koppenhaver, Secretary-Treasurer The President of the University is required by statute to make an annual report on all aspects of the University to the Board, who are required to transmit the report to the Governor to be presented to the State Legislature. By statute, the University must obtain an annual independent audit of its consolidated financial statements and make the audit report available to the Board. The Auditor of Accounts of the State, together with the University, commissions a separate independent audit of State appropriations. Administrative Leadership: Dr. Patrick T. Harker is the 26th president of the University, a position he assumed in July Concurrent with his appointment as president, Dr. Harker was appointed professor of Business Administration in the Alfred Lerner College of Business and Economics and a professor of Civil and Environmental Engineering in The College of Engineering. In May 2008, Dr. Harker unveiled the University s Path to Prominence, a sweeping strategic plan predicated on an intellectually stimulating undergraduate experience, excellence in research and in graduate and professional education, environmental leadership, global engagement and service to the community. Since then, Dr. Harker has established a number of new research centers to support these goals, among them the DENIN and the UDEI (integrating energy and environmental science, engineering and policy), the Institute for Global Studies and the Center for Political Communications. Dr. Harker established the Office of Economic Innovation and Partnerships to stimulate invention and entrepreneurship and translate the University s research into economy-driving technologies, and partnered with the region's leading health care providers in the Delaware Health Sciences Alliance to strengthen health care education, research and delivery, and establish Delaware as a health sciences hub. Prior to his appointment at the University, Dr. Harker was the Dean of the Wharton School at the University of Pennsylvania (the Wharton School or Wharton ) and the Reliance Professor of Management and Private Enterprise. Dr. Harker was appointed Dean in February 2000, after serving as the school's Interim Dean and Deputy Dean. Dr. Harker was also a senior fellow at the Wharton Financial Institutions Center and held a secondary appointment as a professor of Electrical and Systems Engineering at the University of Pennsylvania. Before assuming the deanship, Dr. Harker was Chair of the Operations and Information Management Department at Wharton. Dr. Harker is a member of the board of directors of Pepco Holdings, Inc. as well as Huntsman Corporation, and a founding member of the board of advisors for Decision Lens, Inc. Previously, Dr. Harker served as a trustee of the Goldman Sachs Trust and the Goldman Sachs Variable Insurance Trust, A-9

42 a member of the board of managers of the Goldman Sachs Hedge Fund Partners Registered Fund LLC, a member of the advisory board of Juniper Bank and chair of the Scientific Advisory Board of Traffic.com, Inc. Dr. Harker's community and nonprofit leadership includes service as a Class B director of the Federal Reserve Bank of Philadelphia, and as a member of the boards of the National Collegiate Athletic Association (NCAA), Christiana Care Health Systems, First State Innovation, Catholic Relief Services and Easter Seals of Delaware. He is a member of the Regional Leadership Initiative Steering Committee at the Council on Competitiveness, and a trustee of Howard University. He is also a founding member of the Board of Directors of the National Leadership Roundtable on Church Management. Dr. Harker received a B.S.E. and M.S.E. in Civil Engineering in 1981, an M.A. in Economics and a Ph.D. in Civil and Urban Engineering in 1983, all from the University of Pennsylvania. Dr. Harker became the youngest faculty member in Wharton's history awarded an endowed professorship when he was named the UPS Transportation Professor of the Private Sector in In 1994, Dr. Harker was named chair of the Department of Systems Engineering in the University of Pennsylvania's School of Engineering and Applied Science and held that position until Dr. Harker has published or edited nine books and more than 100 professional articles. Most recently, Dr. Harker is engaged in the analysis of the operations and economics of the service sector. From , he served as editor-in-chief of Operations Research, the premier journal in the field. In June 1991, President George H.W. Bush named Dr. Harker a White House Fellow, one of 16 chosen nationwide. In this position, he served one year as a special assistant to the director of the FBI. Dr. Nancy W. Brickhouse is Interim Provost for the University. As the chief academic officer, she is responsible for the quality of the academic programs, the research and the scholarship of the University. The Provost drives the success of the University's faculty members and students. The Deans of the seven colleges report directly to her as do the Vice President for Student Life and the Vice Provosts for Research, Graduate and Professional Education and Libraries. Prior to becoming Interim Provost, Dr. Brickhouse was Deputy Provost, after serving as Interim Dean for the College of Education and Human Development, where she was Deputy Dean since She is also a professor of science education at the University and has served as Director and Associate Director for the School of Education. Dr. Brickhouse has provided leadership to the field of science education by serving as Editor of the premier journal in the field, Science Education. With support from the National Science Foundation and the Spencer Foundation, Dr. Brickhouse has conducted research and published widely on teaching about the nature of science and about access and equity to science education. Dr. Brickhouse holds a B.A. in chemistry from Baylor University, an M.S. in chemistry and a Ph.D. in science education from Purdue University. She was recognized as an Outstanding Science Alumnus from Purdue University in 2007 for her contributions to science education. Scott R. Douglass is the University's Executive Vice President and University Treasurer. In this role he is responsible for administrative services, facilities, institutional research and planning, information technologies, finance, investments, campus and public safety and the Office of Economic Innovation and Partnerships. Previously, Mr. Douglass served as Vice President for Finance and Treasurer of the University of Pennsylvania, after twelve years at Wharton, serving first as Associate Dean and then as Senior Associate Dean for Finance and Administration. Mr. Douglass' prior work experience also includes serving as Secretary of Finance for the State of Delaware and Delaware's State Budget Director. After leaving state government, he chaired the Delaware Economic and Financial Advisory Council from 1993 to Mr. Douglass holds bachelor's and master's degrees in political A-10

43 science from the University and has completed work in the doctoral program in political science/public administration at Syracuse University's Maxwell School. Dr. Ann Ardis, Interim Deputy Provost, is responsible for undergraduate academic affairs and works with the Provost on the administration of academic policies and faculty appointment and promotion. She also works with the Provost to establish global collaborations and partnerships to extend the University's global role, leadership, geographic presence and visibility. Dr. Ardis, who previously served as Deputy Dean of the College of Arts and Sciences, continues to direct the Interdisciplinary Humanities Research Center. A member of the University's English faculty since 1989, she achieved the rank of professor in Dr. Ardis has published extensively on turn-of-the-20th-century British literature and culture and is a leading authority on arts and humanities. She earned a bachelor's degree in political science and honors in English from the University of Kansas in 1979 and her master's and doctoral degrees from the University of Virginia in 1982 and 1988, respectively. Jeffrey W. Garland is Vice President and University Secretary, providing administrative support for the Board and its Chairman. He also oversees Commencement and Convocation ceremonies and the University's records management and archives operation. Before he joined the University, Mr. Garland served as Senior Leader for Partnership and Business Development with Fisker Automotive. Previously he was Senior Vice President for Enterprise Affinity Marketing at Bank of America and Executive Vice President and Director of American Express Product Sales and Marketing at MBNA America Bank. He served as State Director and Assistant to the late U.S. Sen. William V. Roth Jr. and as Special Assistant to Delaware Gov. Michael N. Castle. Mr. Garland is a graduate of Duke University. Dr. Michael A. Gilbert came to the University in July of 2007 as the Vice President for Student Life. Prior to his appointment, Dr. Gilbert served as the Assistant Vice President for Student Affairs at the Pennsylvania State University, and has held various other administrative posts at the University of Massachusetts, Northeastern University, North Carolina State University, and the University of Wisconsin Madison. Dr. Gilbert earned his B.A. at the University of Vermont, an M.Ed. at Michigan State University and a Ph.D. in education at the University of Massachusetts Amherst. Deborah L. Hayes is Vice President for Communications and Marketing. A communications professional with experience in nonprofit public affairs, the entertainment industry and government, Ms. Hayes previously served as Managing Director of Communications for the Pew Charitable Trusts in Philadelphia, where she was responsible for communications, institutional messaging, strategy planning, branding and media outreach. Earlier, she was founding partner and President of Media Strategies at Westhill Partners in New York, Director of Media and Corporate Relations for Oprah Winfrey/Harpo Productions in Chicago and Senior Vice President for Corporate Communications at MTV Networks in New York City. Ms. Hayes holds a bachelor's degree in English from Tennessee State University in Nashville. Carl Jacobson is Vice President for Information Technologies and Chief Information Officer. Mr. Jacobson is a 1972 graduate of the University. After teaching mathematics and computer science in the Newark School District, he began his career at the University in 1978 and has held various positions during his time at the University. Mr. Jacobson has served on the boards of a number of national information technology organizations. Dr. Charles Riordan serves as Vice Provost for Research, with responsibility for advancing the University's research enterprise, including oversight of six University-wide research institutes. Dr. Riordan is an inorganic-organometallic chemist whose research is supported by the National Science Foundation. A member of the University faculty since 1997, Dr. Riordan served as Chair of the Department of Chemistry and Biochemistry from and was Vice Provost for Graduate and A-11

44 Professional Education from Dr. Riordan served on the University's Path to Prominence strategic planning committee and received the University's outstanding doctoral graduate advising and mentoring award in A fellow of the Royal Society of Chemistry, he has served on the editorial advisory boards of the Journal of Biological Inorganic Chemistry and Dalton Transactions. Dr. Riordan earned his bachelor's degree at the College of the Holy Cross and his Ph.D. at Texas A&M University. David Singleton is Vice President for Facilities and Auxiliary Services. Previously, Mr. Singleton served as chief administrative officer for New Castle County government. Mr. Singleton s more than 30 years of experience includes both public and private sector leadership roles. Mr. Singleton s prior public work experience includes serving as Secretary of Finance in the Governor s cabinet for the State of Delaware and as chief of staff for the City of Wilmington. His private sector work experience includes serving as head of corporate real estate for both MBNA and J.P. Morgan & Co, as executive vice president and managing director, respectively. Mr. Singleton is a graduate of Swarthmore College with a BA in sociology and anthropology. Mr. Singleton serves as chair of the Wilmington Friends School Board of Directors and is on the board of the Delaware Performing Arts Center and Swarthmore College. Monica Taylor joined the University as Vice President for Development & Alumni Relations in September of Previously, Ms. Taylor served as Executive Director of External Affairs of the Wharton School. In this role, she oversaw alumni relations programming worldwide for Wharton's undergraduate and graduate alumni and managed the operations for the Wharton School's Campaign for Sustained Leadership. Ms. Taylor's prior work experience includes development positions for the University of Pennsylvania, the Atlanta Committee for the Olympic Games, the U.S. Olympic Committee and Georgetown University's alumni and university relations office. Ms. Taylor is a graduate of Georgetown University, and holds a law degree from the James E. Beasley School of Law at Temple University. Ms. Taylor is an active member of the Artisan's Bank Board of Directors. Lawrence White was appointed Vice President and General Counsel in July of In this role Mr. White serves as chief legal counsel at the University and works on a variety of law-related and policy-making issues including litigation, compliance, risk management, internal audit, employment, and business and commercial transactions. Mr. White's prior work experience includes serving as: Chief Counsel to the Pennsylvania Department of Education, University Counsel at Georgetown University, Deputy General Counsel at the University of Virginia, counsel to the University System of Maryland, and Associate Secretary and Assistant Counsel at the American Association of University Professors. A frequent speaker, lecturer, writer and consultant on higher education issues, Mr. White has also served as an adjunct faculty member at Georgetown University, the University of Pennsylvania Law School and The Wharton School of Business. Mr. White is a graduate of Harvard University and holds a law degree from the University of Pennsylvania Law School. Patricia Plummer Wilson is Vice President and Chief of Staff, a position she assumed on July 1, Prior to this appointment at the University. Ms. Wilson served as the Chief of Staff and Director of Faculty Administration at the Wharton School. Ms. Wilson has over 20 years experience in higher education administration and has held administrative posts at the University of Michigan and University of Chicago. She earned her B.A. degree in psychology with a minor in education, from Newton College of the Sacred Heart (now Boston College) and received a certificate in higher education administration at the Institute for Women in Higher Education at Bryn Mawr College in Bryn Mawr, Pennsylvania. Since 1994, Ms. Wilson has served as a board member of the Ardmore Free Library in Ardmore, Pennsylvania. Eric Ziady joined the University in November 2012 as Director of Athletics and Recreation Services. Previously, Mr. Ziady was at Boston College for 14 years - most recently as Senior Associate Athletics Director for Business Operations. At Boston College, Mr. Ziady was responsible for both longrange fiscal and strategic planning and day-to-day administration of all business and financial operations, A-12

45 as well as overseeing five of the men's and women's athletic programs. Earlier, Mr. Ziady was at Northeastern University for nine years, serving in a variety of posts including Assistant Director of Athletics. A graduate of Providence College, Mr. Ziady earned both a master's degree in sports management and an M.B.A. at Northeastern. Facilities The Campus at Newark. The main campus of the University, located in the City of Newark, Delaware (the City ), consists of approximately 1,242 acres. The University comprises 68 acres in the center of the City which include classrooms, laboratories, dormitories, administrative offices and miscellaneous facilities; 544 acres at the South Campus, which includes the College of Agriculture and Natural Resources, the University Farm and intercollegiate athletic facilities; 272 acres at the STAR campus, 173 acres to the north of the main campus (the Laird Campus) which includes dormitories and a Conference Center; 121 acres to the east of the main campus which includes dormitories, academic buildings and other University facilities; and 63 acres to the west of the main campus which includes dormitories, academic buildings and special purpose houses. Since the acquisition of the former Chrysler Assembly site in November of 2009 by 1743 Holdings, LLC, a wholly owned subsidiary of the University, the site has been de-commissioned and most of the original structures have been demolished. The property is in the initial phase of being redeveloped as a science, technology, and advanced research campus known as the STAR Campus. Active improvements by third-parties subject to long-term ground leases include the construction of a facility for Bloom Energy, a planned site for a computer data center and a new location for the State owned Newark Regional Transit Center. Additional improvements also include a health sciences complex, a portion of which will be occupied by the University. Other Locations. The University also owns 34 acres at its Wilmington, Delaware Campus which includes classrooms and conference facilities; 297 acres of farmland in Kenton, Delaware; 138 acres of farmland in Middletown, Delaware; 5 acres at the Paradee Center in Dover, Delaware; 498 acres at the Georgetown, Delaware campus and 69 acres at the Hugh R. Sharp Campus in Lewes, Delaware. Physical Plant. As of February 1, 2013, University facilities consisted of 433 buildings containing 8,154,856 gross square feet on 2,011 acres of land. Included in this total are over 60 classroom/laboratory buildings and over 100 residence, dining and student activity facilities. Some of the more recent building projects are listed below under the Building Program section. Library. The University of Delaware Library (the Library ) [ includes the Hugh M. Morris Library, the main library with 274,000 square feet and seating capacity that exceeds 2,500; three (3) branch libraries: located in Newark, the Agriculture Library, the Chemistry Library and the Physics Library; and a 4th branch library, the Marine Studies Library, in Lewes, Delaware. The Morris Library, near the center of the University main campus, houses the principal collection and includes among its facilities 200 publicly-accessible computer stations online to the internet; Special Collections which has a controlled environmental system for rare materials as well as an exhibition gallery and reading room; an Assistive Technology Center with equipment to assist the visually impaired; a media viewing room; the Student Multimedia Design Center; a periodical reading room for current issues of thousands of journals to which the Library still subscribes in paper format; a large reserve reading room; the capacity for small group study; research studies; a computing center and many other areas and services. A-13

46 The collections of the Library contain more that 2.8 million volumes. It can also be considered that the University has an additional main library of very large size, the University of Delaware Electronic Library. The University s electronic library provides a gateway to networked and digital information including: DELCAT; WorldCat Local; thousands of e-journals, e- newspapers and e-books; journal article references and abstracts; full-text electronic articles; government information; maps and many other items. The Databases web page [ provides licensed access to more than 360 networked databases for University faculty, students and staff. The Library offers an Institutional Repository [dspace.udel.edu] which uses open source DSpace software to capture, store and make accessible University technical reports, Blue Hen yearbooks, unpublished working papers, conference papers and images created by faculty and staff and arranged by academic department and research centers. The Library is a depository library for U.S. government publications; a patent depository library for U.S. Patents and a repository for State publications. The Library is a member of the Association of Research Libraries, the Center for Intellectual Property, the Center for Research Libraries, CIRLA (the Chesapeake Information and Research Library Alliance), the Digital Library Federation, the HathiTrust, LYRASIS, OCLC (the Online Computer Library Center) and the OCLC Research Library Partnership. The Library is also a member of the National Network of Libraries of Medicine (NN/LM) that promotes health information, education and/or access in the Mid-Atlantic Region which includes Delaware, New Jersey, New York and Pennsylvania. The Library serves all Delawareans with open access to its physical collections through DELCAT, and provides over 900 interlibrary loans annually to other Delaware libraries at no cost to the user through a highly efficient and smooth operating interlibrary loan system. Especially heavy use of the U.S. government publication and patent depository collection is made by the Delaware legal, business and scientific communities. Over 25% of usage of the Morris Library on nights and weekends is by persons who are not members of the University community. Further, all citizens of Delaware have access to an extensive set of electronic subject guide web pages called Research Guides [guides.lib.udel.edu/browse.php] designed and maintained by the Library to cover all academic subjects. These Research Guides provide web links to the Best of the Net, and also include descriptions of thousands of electronic resources. Building Program Building projects recently completed or currently under construction include: $ Millions Status Interdisciplinary Science and Engineering Laboratory In-Progress East Campus Residence Hall Phase In-Progress East Campus Utility Plant 36.0 Completed Bob Carpenter Sports Building 25.0 In-Progress Allison Hall Renovation 17.3 In-Progress Life Sciences Research Facility 12.5 Completed Drake Hall Organic Laboratory Renovations 6.5 In-Planning Academy Street Dining & Housing 62.0 In-Planning Harrington Residence Hall Renovation 34.2 In-Planning A-14

47 The University currently has started several large construction projects and planning is underway for several major projects anticipated to start over the next months. Several projects are nearing completion, which include a new Interdisciplinary Science and Engineering building that will significantly upgrade laboratory space for teaching and research estimated to cost $132.0 million; replacement and/or renovation of dormitories housing nearly 2,100 students to be accomplished in phases over the next four years and estimated to cost $212 million; an East Campus utility plant to support these projects estimated to cost $36 million. Funding for these projects listed above is expected to come from specifically targeted gift fund raising, the issue of bonds, other private sources, and funds generated by the University s operations, as well as State capital funds. Student Enrollment OPERATING INFORMATION Since the University is a state-assisted, land-grant institution, it has recognized a special obligation to the citizens of the State that is reflected in its student enrollment. The University s admissions policy is to admit all qualified applicants who are residents of the State. For the 2012 academic year, approximately 38% of the undergraduate students attending the Newark Campus were residents of the State. University students, nevertheless, show a diversity of economic, social, and cultural backgrounds. All fifty states and approximately 112 foreign countries are represented in the undergraduate and graduate student enrollment. The University also conducts an Associate in Arts Program for approximately 775 students, primarily Delaware residents, which are conducted on the three campuses of the Delaware Technical and Community College. Students in this program who wish to continue on to a baccalaureate degree are guaranteed admission to the Newark campus upon successful completion of the Associate degree program. In order to maximize utilization of its facilities and resources, the University plans and controls its enrollment annually. The number of students admitted is managed and the ratio of Delaware residents to nonresidents is allowed to float in order to control enrollments in each of the University s colleges and divisions. The following table shows, for the past five years, full-time equivalent Fall Semester undergraduate students (including the Associate in Arts program students) and full-time equivalent graduate students as of the Fall Semester. Enrollment Summary Full-time Equivalent (FTE) Year Undergraduate Graduate Total Fall ,921 3,095 20,016 Fall ,539 3,039 19,578 Fall ,146 3,041 19,187 Fall ,031 2,992 19,023 Fall ,550 2,872 18,422 The improving academic qualifications of the University s undergraduate students are reflected in a freshmen retention rate that is above 90%. The retention rate of freshmen admitted in 2011 was 92% and compares well with an average national rate of 87.5% for highly selective institutions ( CSRDE Retention Report, June 2012). Similarly, the University s undergraduate graduation rate (within five years) remains comparatively high and is currently 79.5%; the average national rate is 67.0% for highly selective institutions ( CSRDE Retention Report, June 2012). A-15

48 Student Admissions A major goal of the University s Path to Prominence and therefore a major goal of the Office of Admissions has been to attract a more academically accomplished and diverse entering class. The Office of Admissions received 26,771 applications for the Newark campus freshmen class of 2012, representing the largest applicant pool in the University s history and an 8% increase over Plus, progress in diversity was achieved through targeted efforts. This fall, 20% of the entering freshman class came from underrepresented ethnic groups on our campus. Overall, the admitted class yielded 3,819 freshmen at the University s Newark campus, including 1,293 resident and 2,526 non-resident students. While the Fall 2012 class is well diversified, shifts in yield rates for both residents and non-residents had an impact on the final composition of the class. A higher percentage of Delawareans took advantage of the option to enroll at their state flagship institution while non-residents enrolled at lower rates, resulting in an overall decline in yield. The University Honors program added 445 enthusiastic freshmen and attracted the highest number of top-tier students in the program s history. Freshmen scoring a on their SATs (or on critical reading and math) are up 4% over 2011 and 21% over four years ago. The table below shows that the Fall 2012 entering class has an average combined verbal + math SAT score of 1209, well above the national average. Although the average SAT scores are lower than 2011, they have returned to the level observed within the 2010 class and the mean high school academic grade point average remained above a 3.5. SAT Scores University of Delaware Entering Freshmen (Newark Campus) Year SAT Critical Reading SAT Math Total SAT National Average Total Score Fall Fall Fall Fall Fall First-time Freshman Admissions Activity (Newark Campus) Year Total Applications Completed Applications Offered Admission Offer Rate % Accepted Admission Yield Rate % Fall ,771 26,224 14, , Fall ,779 23,647 13, , Fall ,351 23,510 12, , Fall ,600 22,886 13, , Fall ,048 22,491 12, , Our freshman enrollment target for Fall 2013 is 3,800 freshmen, specifically 1,250 Delawareans and 2,550 out-of-state students. The University will continue to employ innovative recruitment practices to compete for top students, including a revised financial aid awarding strategy to achieve the enrollment goals for A-16

49 Student Charges The cost of education at the University is covered by tuition and fees, state appropriations, gifts, grants, income derived from investments and other sources. The University believes that its tuition, fees and other related student expenses are competitive with the major institutions with which it competes. The University s total undergraduate tuition and mandatory fees for the academic year compared to competing institutions are shown below (data obtained through the Office of Institutional Research Survey of Undergraduate Charges): Student Tuition and Fees, Academic Year State Resident Out-of-State Resident Pennsylvania State University $16,444 $28,746 Rutgers University 13,073 26,393 University of Virginia 12,216 38,228 University of Delaware 11,682 28,772 Virginia Polytechnic University 10,923 25,915 University of Maryland 8,908 27,287 A Student Center Fee that was instituted in to cover renovations to the Perkins Student Center now provides for debt service on the Trabant University Center and covers its cost of operations. This fee is $238 for all full-time students and prorated for part-time students. A mandatory Student Health Fee of $504 is charged for all full-time students. There also is a $790 student comprehensive fee for undergraduate students only which covers a variety of services provided to students including recreation facilities for student use. These fees are included in the table above along with comparable fees for other schools. For the Fall 2012 semester there are more than 7,200 students residing on campus. The average room and board charge for the academic year is $10,758. The occupancy rate exceeded 99% for the Fall 2012 semester. FINANCIAL AID The following table shows the amount of financial aid awarded to the University s students for the past five fiscal years. University Expenditure for Scholarship, Fellowship and Other Student Aid Fiscal Year Undergraduate Graduate Total 2012 $56,347,501 $56,834,834 $113,182, ,541,821 57,312, ,854, ,420,804 50,789,196 93,210, ,469,969 37,333,031 77,803, ,934,181 34,683,819 73,618,000 In addition, the University estimates that undergraduate students received an additional $136 million in 2011 and $147 million in 2012 financial support from external sources (Pell Grants, Federal Direct Loans, Work Study and external Scholarships). A-17

50 FACULTY AND STAFF During the Academic Year, the University's faculty and staff consist of approximately 3,931 full-time and 224 part-time employees. Members of the University s instructional staff for Fall 2012 total 1,128 full-time members: 385 professors; 349 associate professors; 297 assistant professors; and 97 instructors. Approximately 80% of the University's full-time tenure-eligible faculty are tenured and over 90% of full-time faculty hold the doctorate or terminal professional degree in their field. The University faculty is represented by the American Association of University Professors; the contract was renewed July 1, 2010 and terminates June 30, The maintenance and service employees are represented by two locals (3472 and 439) of the American Federation of State, County, and Municipal Employees, the contracts with which terminates December 31, There are 47 uniformed police officers of the Department of Public Safety who are represented by the Fraternal Order of Police, the contract with which terminates June 30, There are also three (3) senior police personnel not covered by the Collective Bargaining Agreement. Overview of Operating Results FINANCIAL STATEMENT INFORMATION The University s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America. The University s operating budget is maintained on a modified cash basis with revisions to the budget and projected year-end operating results reviewed with the Finance Committee of the Board on a semi-annual basis. The University operates on a July 1 to June 30 fiscal year. During fiscal year 2012, the University s total operating revenue and support increased 5.1% to $850,985,000. Total operating expenses were $799,976,000, a 2.9% increase over fiscal year The University s change in net assets from operating activities for fiscal year 2012 was $51,009,000, an increase of $18,181,000 over the prior fiscal year. Primary sources of operating revenues in fiscal year 2012, as a percentage of total operating revenues, were tuition and fees, net of scholarship allowance (41.7%), State operating appropriations (13.2%), auxiliary enterprises (13.0%), and contracts and other exchange transactions (19.5%). Contributions, temporary investment and endowment income provided 8.9% of total operating revenues. The University s budget and results as of December 31, 2012 indicate that as a percentage of total revenues State appropriations will drop to about 11.6% and contributions, investment income and endowment will drop to about 5.2%. Other sources of revenue, especially tuition and federal support are expected to increase accordingly. Major operating expenses by functional activity, as a percentage of total operating expenses, include instruction and departmental research (43.3%), auxiliary enterprises (12.0%), sponsored research and public service (22.7%), academic support and student services (10.9%) and general institutional support (10.3%). Salaries, wages and benefits accounted for 63.9% of fiscal year 2012 operating expenses. Other significant expense items were utilities, maintenance, supplies and travel (26.1%) and depreciation (6.8%). Interest expense represented 2.1% of total fiscal year 2012 operating expenses. The University s budget and results as of December 31, 2012 indicate no material change in the expense activity mix for fiscal year The University s net assets as of June 30, 2012 were $1,951,890,000 a decrease of $51,092,000 or 2.6% from the prior fiscal year. The ratio of net assets to total assets was 70.3% at June 30, A-18

51 Approximately 94% of the decrease in net assets was attributable to the University s endowment funds, which had a June 30, 2012 market value of $1,029,661,000, a 4.5% decrease from the prior year. The endowment funds represented 52.8% of the University s total net assets as of June 30, The University s Summary Information from Statement of Activities for the 2012 and 2011 fiscal years is presented on page A-20. This statement should be read in conjunction with the audited consolidated financial statements of the University for the fiscal years ended June 30, 2012 and 2011 included in Appendix B of this Official Statement. As of December 31, 2012 the University s Fiscal Year 2013 budget projected an increase in operating revenues of 5.1% over the prior year. The University has budgeted an excess of operating revenue over operating expenses of approximately $30 million. This budget assumes all salary lines are fully committed for throughout the year and therefore, vacant lines for all or part of the year may generate additional operating surplus. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-19

52 A-20

53 Financial Support From The State Annual amounts for operating expenses are received by the University from the legislative appropriations of the State. The University participates with the State in the budgeting process, submitting a request for funds each year in the fall and then entering into a dialogue with the State regarding general needs and special cooperative programs. In addition, the State has provided Capital Appropriations to the University for new academic facilities and capital improvements. The State appropriations for are $114,300,000 and $3,000,000 for operations and capital items, respectively. Operating and capital appropriations for the five fiscal years ending June 30, 2012 have been as follows: State Support Fiscal Year Ended June 30 Operating Appropriation Capital Appropriation 2012 $112,427,100 $13,500, ,151,700 3,000, ,873,200 1,000, ,743,600 5,000, ,166,300 3,700,000 The University had $13,500,000 in unexpended capital appropriations as of June 30, Federal Financial Support Federal support for the University is primarily in the form of contracts and grants for services and research activities and certain financial aid for students. Overall federal support for the University has increased by 6.9% to over $116 million in 2012 in part due to stimulus funding from the American Recovery and Reinvestment Act of 2009 and represents an increase of more than 22% since Federal Support Fiscal Year Ended June 30 Operations Contracts & Grants Total 2012 $2,529,607 $114,139,414 $116,669, ,698, ,428, ,126, ,252, ,303, ,555, ,967,881 90,005,667 92,973, ,114,730 90,509,126 95,623,856 Endowment Funds The University s endowment funds are primarily managed in a unitized portfolio using multiple external managers. Oversight of the endowment funds is controlled by a Chief Investment Officer under the Executive Vice President and University Treasurer; policies are recommended to the Board s Committee on Finance by an Investment Visiting Committee comprised of four Board members and seven other members from the business and investment community. A-21

54 Each year the Committee on Finance approves distributions from the endowment to the operating budget based on an approved spending policy. This policy suggests spending to be in a range of 4.5% to 5.5% of the endowment s average market value over the prior twelve calendar quarters. The endowment distribution rate for fiscal year 2012 was below the suggested range while fiscal year 2013 is at the low end of the range. The spending policy is linked to the endowment s basic objective of earning a real or inflation-adjusted return of at least 5% a year. Over the past ten fiscal years ended June 30, 2012, the University s endowment portfolio has produced a compound annual return of 11.5%, which is 8.6% above the 2.9% average annual increase in the consumer price index during this period. While remaining volatile, the financial markets have stabilized since the financial crisis of Stock prices have risen, particularly in the United States, and this is reflected in the endowment s net investment return of 9.7% (annualized) over the past three fiscal years ended June 30, For the fiscal year ended June 30, 2012, the net investment return was -1.8%. The unaudited total return for the 6 months ended December 31, 2012 was 6.2%. The following table indicates the level of the University s endowment funds at the end of each of the past five fiscal years: Endowment Funds and Earnings Fiscal Year Ended June 30 Market Value of University Held Funds Market Value of Funds Held in Trust by Others Spending Distribution 2012 $1,029,661,000 $58,209,000 $44,603, ,077,637,000 60,566,000 43,902, ,530,000 54,021,000 46,239, ,959,000 50,871,000 54,158, ,131,737,000 71,222,000 49,489,000 The University also has invested with the primary endowment pool, as of June 30, 2012, operating funds of about $119,702,000 that are deemed to be in excess of near term cash needs. The allocation of University investments including the endowment funds is detailed in the financial statement footnotes in Appendix B of this Offering Statement. Endowment Commitments As discussed in Note 6 to the University s consolidated financial statements included in Appendix B, the University is committed under certain limited partnership agreements in its investment portfolio to make additional capital contributions up to contractual levels. The timing and amounts of the contributions will be determined by the general partner of the respective limited partnerships. As of June 30, 2012, the University had unfunded capital commitments of $109,973,000 ($139.8M unaudited as of December 31, 2012). The University believes it has sufficient liquidity to meet its capital commitments as they become due. Fund Raising The University has committed to developing a strong culture of philanthropy by creating a development effort that will deepen and broaden the base of financial support. Most of the University s donors draw from a pool of over 155,000 alumni worldwide as well as from a loyal base of parents and friends who A-22

55 provide significant annual and major gift commitments. In addition to generous individuals, the University counts many major corporations and foundations as donors. Fiscal year 2012 realized a 19% increase in pledges and outright gifts raising over $61.1 million and receiving over $45.7 million in outright gifts and pledge payments (cash). As of February 20, 2013, pledges and outright gifts are $31,938,622, 11% ahead of this same time period last fiscal year. The cash amount received as of February 20, 2013 is $26,035,705, flat when compared to this time last year. The University continues to realize donor trends consistent with comparable institutions in that many donors delayed philanthropic decisions prior to the 2012 presidential elections. We anticipate growth in donor giving and engagement between now and the end of the fiscal year and will meet a conservative estimate of $55 million raised in pledges and gifts. The University continues to move forward planning during its silent phase of a comprehensive fundraising initiative that is expected to begin a public phase in Financial goals for the campaign are projected at $550 million. Contributions Fiscal Year Cash Received Net Change in Contributions Receivable Contribution Revenue 2012 $53,558,000 $10,232,000 $63,790, ,540,000 6,696,000 38,236, ,737,000 10,255,000 41,992, ,425, ,000 29,165, ,767,000 (1,755,000) 29,012,000 UNIDEL Foundation, Inc. During the last 50 years, the University has been the recipient of substantial gifts from the Unidel Foundation, Inc. ( the Unidel Foundation ), a charitable corporation whose primary purpose is to aid and promote higher education in the State. During that time, the Unidel Foundation has contributed $28million to the University endowment funds. In addition, during the past five years, the University has received a yearly average of $7,059,200 in expendable funds for general purposes. The continuation of this program at a comparable level is expected, although not assured. Insurance The University s assets are protected through a comprehensive insurance program. This coverage is provided through a Vermont Reciprocal Risk Retention Group ( RRRG ), commercial insurance companies and the State insurance program. The primary general liability insurance is provided through Pinnacle Consortium of Higher Education, a RRRG jointly owned by the University and 15 other schools. This policy provides a $2,000,000 limit per occurrence and has a $500,000 deductible. In addition to this primary policy, the University maintains excess general liability insurance. The University s buildings and contents are insured through FM Global for $500,000,000 per occurrence with a $2,000,000 deductible for fire and extended coverage claims and a $100,000 deductible for all other perils. The State provides the University $2,000,000 fire and extended coverage for the University s buildings and contents with a $500 deductible. A-23

56 Due to the number and size of the construction projects currently in progress and planned the University initiated an Owner Controlled Insurance Plan ( OCIP ) to provide insurance specifically designed for the various construction projects on campus. The OCIP, underwritten by Zurich Insurance, provides $27 million in comprehensive general liability, statutory workers compensation and builder s risk property insurance providing coverage for the University and all contractors on each project. The State also provides automobile physical damage and liability coverage. The limits provided for automobile liability are $1,000,000 for bodily injury claims and $250,000 for property damage. Additional insurance is purchased to extend this coverage through the full limit of the University s excess general liability coverage. Statutory Workers Compensation is provided for University employees through the State. The State also provides blanket surety bond coverage with a limit of $200,000 per occurrence. The University provides protection for its trustees, officers and certain employees and agents through trustees and officers liability insurance. Investment in Physical Plant Investment in the physical plant of the University has increased considerably in recent years due primarily to construction of new buildings, improvements to existing buildings and substantial acquisitions of computing and scientific laboratory equipment. Cost of the physical plant facilities before depreciation for the last five fiscal years is as follows: Investment in Physical Plant Fiscal Year Ended June 30 (in thousands of dollars) Land & Improvements $ 45,590 $ 52,102 $ 79,440 $ 99,860 $ 101,346 Buildings (incl. Constr. in Progress and Capital 1,123,625 1,153,456 1,179,400 1,284,713 1,442,168 Leaseholds) Equipment and Furnishings (incl. Collections & Works 350, , , , ,888 of Art) Less: Accumulated ( 594,107) ( 639,790) ( 677,289) ( 729,723) ( 779,572) Depreciation Net Investment in Plant $ 925,358 $ 935,388 $ 970,974 $1,067,858 $1,195,830 A-24

57 Outstanding Indebtedness of the University The University s outstanding indebtedness as of June 30, 2012 was $353,993,000. Outstanding Indebtedness Obligation Interest Rate(s) Original Amount Outstanding Amount Final Maturity Series 2004B Revenue Bonds VRDB $ 40,835,000 $ 39,720, Series 2005 Revenue Bonds VRDB 49,945,000 43,750, Series 2009A Revenue Bonds VRDB 71,310,000 68,600, Series 2009B Revenue Bonds 2.00% % 64,000,000 55,085, Series 2010A Revenue Bonds 5.866%* 119,580, ,580, Series 2010B 0.65% % 12,080,000 11,080, Blue Hen Hotel LLC Bonds VRDB 11,500,000 9,055, University Learning Center Line of Credit Floating 5,000,000 3,251, Premiums on Notes and Bonds Payable - 3,872,000 Total $374,250,000 $353,993,000 *3.8129% after anticipated 35% Build America Bond Subsidy payments are received. The University formed a limited liability company ( LLC ) which has constructed and is managing a 125 room franchised hotel on the Newark campus. The LLC borrowed $11,500,000 of taxable interest debt to finance construction of the hotel. Completion of the hotel occurred in November 2004 and the hotel has been operational for eight years. While it is fully expected that the operation of the facility will pay all debt service, the University has guaranteed the loan. There is also an obligation of $6,557,000 as of June 30, 2012 under a capital lease for the University s Delaware Biotechnology Institute. Details of capital leases are discussed in footnote (10) of the University s consolidated financial statements in Appendix B of this Offering Statement. Pension Plans Substantially all faculty and professional members are provided pension benefits under the University s Retirement Annuity Program administered by the Teachers Insurance and Annuity Association and Fidelity Investments. Participating faculty and professional staff contribute a minimum of 4% of base salary and the University contributes 11% of base salary. There are no unfunded pension benefits. Pension plan expense for the University Retirement Annuity Program was $26,330,000 in fiscal year 2012 and $25,263,000 in fiscal year All other employees are provided pension benefits under the State Pension Plan. The University contributes a percentage of the employee s salary as determined by the definition of salary as specified by State law. Pension expense for the State Pension Plan was $10,520,000 in fiscal year 2012 and $9,756,000 in fiscal year With the percentage contribution required by the State Board of Pension Trustees, the University has no further monetary responsibility for the payment of funds to the State Pension Plan. Other Post-Retirement Benefits In addition to the pension benefits described above, participants in the State Pension Plan are also provided post-retirement benefits through the State. For all other employees, the University provides certain post-retirement benefits, primarily for medical insurance. As of June 30, 2012, the University has not funded these post-retirement benefits but rather provides for a line item in the budget as employees retire and covers actual expenses as an operating budget item. Actual expenses for retiree medical expenses for the year ended June 30, 2012 were $5,353,000. The accumulated actuarially determined postretirement benefit obligation as of June 30, 2012 was $283,690,000. A-25

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59 APPENDIX B FINANCIAL STATEMENTS OF THE UNIVERSITY

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61 UNIVERSITY OF DELAWARE Consolidated Financial Statements June 30, 2012 (With Independent Auditors Report Thereon)