$136,050,000 NORTHAMPTON COUNTY GENERAL PURPOSE AUTHORITY College Refunding and Revenue Bonds, Series 2017 (Lafayette College)

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1 NEW ISSUE BOOK-ENTRY ONLY RATINGS: Moody s: Aa3 S&P: A+ See RATINGS herein In the opinion of Bond Counsel, assuming compliance with certain covenants of the Authority and the College, interest on the 2017 Bonds is excludable from gross income of the owners of the 2017 Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the 2017 Bonds is not an item of tax preference for purposes of either individual or corporate alternative minimum tax; however, interest on the 2017 Bonds may be indirectly subject to corporate alternative minimum tax and certain other taxes imposed on certain corporations as more fully described under the caption TAX MATTERS herein. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the 2017 Bonds are exempt from personal property taxes in Pennsylvania and the interest on the 2017 Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax. See TAX MATTERS herein. $136,050,000 NORTHAMPTON COUNTY GENERAL PURPOSE AUTHORITY College Refunding and Revenue Bonds, Series 2017 (Lafayette College) Dated: Date of Delivery Due: November 1, as shown on the inside front cover The $136,050,000 Northampton County General Purpose Authority College Refunding and Revenue Bonds, Series 2017 (Lafayette College) (the 2017 Bonds ) will be issued under a Trust Indenture dated as of June 1, 2017 (the Indenture ) between the Northampton County General Purpose Authority (the Authority ) and TD Bank, National Association, as trustee (the Trustee ). The 2017 Bonds will be payable from and secured by certain funds held by the Trustee under the Indenture and payments by Lafayette College (the College ) to the Trustee, as assignee of the Authority under the Loan Agreement dated as of June 1, 2017 (the Loan Agreement ) between the Authority and the College. The Loan Agreement is a general, unsecured obligation of the College. See SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS herein. Interest on the 2017 Bonds will accrue at the fixed rates shown on the inside front cover from the date of delivery of the 2017 Bonds and will be payable on each November 1 and May 1, commencing on November 1, Interest on the 2017 Bonds will be computed on the basis of a 360-day year of twelve 30-day months. The 2017 Bonds are subject to optional and extraordinary redemption prior to maturity as described herein. The 2017 Bonds are issuable only as fully registered bonds and, when issued, will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York. DTC will act as securities depository for the 2017 Bonds. Purchases of beneficial interests in the 2017 Bonds will be made in book entry form, in denominations of $5,000 and integral multiples thereof. Except as herein described, purchasers will not receive certificates representing their beneficial interests in the 2017 Bonds. So long as DTC or its nominee, Cede & Co., is the registered owner of the 2017 Bonds, payments of principal or redemption price of and interest on the 2017 Bonds will be made directly to DTC or such nominee by the Trustee. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants, as more fully described herein. See THE 2017 BONDS Book Entry Only System herein. MATURITIES, AMOUNTS, INTEREST RATES AND PRICES FOR 2017 BONDS (Shown on inside cover) The 2017 Bonds are limited obligations of the Authority payable solely from the sources described herein. Neither the principal nor the premium, if any, of the 2017 Bonds, nor the interest accruing thereon, shall ever constitute a general indebtedness of the Authority or an indebtedness of the County of Northampton (the County ), the Commonwealth of Pennsylvania (the Commonwealth ) or any political subdivision thereof within the meaning of any constitutional or statutory provision whatsoever or shall ever constitute or give rise to a pecuniary liability of the County, the Commonwealth or any political subdivision thereof or a charge against the general credit or taxing power of the County, the Commonwealth or any political subdivision thereof, nor will the 2017 Bonds be, or be deemed to be, an obligation of the County, the Commonwealth or any political subdivision thereof. The Authority has no taxing power. The 2017 Bonds are offered when, as and if issued and accepted by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, and to the approval of legality of the 2017 Bonds by Greenberg Traurig, LLP, Philadelphia, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by Ballard Spahr LLP, Philadelphia, Pennsylvania, for the College by Leslie F. Muhlfelder, Esquire, General Counsel of the College and for the Authority by Norris McLaughlin & Marcus, P.A., Allentown, Pennsylvania. It is expected that the 2017 Bonds will be delivered through the facilities of DTC on or about June 14, Morgan Stanley BofA Merrill Lynch Dated: May 31, 2017 JPMorgan US Bancorp

2 $136,050,000 NORTHAMPTON COUNTY GENERAL PURPOSE AUTHORITY College Refunding and Revenue Bonds Series 2017 (Lafayette College) MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS Year (November 1) Amount Interest Rate Yield Price 2023 $25,000, % 1.650% DE ,025, DF ,590, DH ,000, * DJ ,000, * DG ,435, * DK0 CUSIP (66353L) * Priced to first optional call date of November 1, The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Authority, the College or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refundings or defeasance of such issue or the use of secondary market financial products. None of the Authority, the College or the Underwriters has agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.

3 No dealer, broker, salesman or other person has been authorized by the Authority, the College or the Underwriters to give any information or to make any representations with respect to the 2017 Bonds, 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. 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 2017 Bonds by any person in any jurisdiction 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 Authority, the College, DTC and other sources which are believed to be reliable. The information and expressions of opinions herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2017 Bonds shall, under any circumstances, create any implication that there has been no change in any of the information set forth herein since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2017 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. This Official Statement is not to be construed as a contract with the purchasers of the 2017 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. All summaries of statutes and documents are made subject to the provisions of such statutes and documents, respectively, and do not purport to be complete statements of any or all of such provisions. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. This Official Statement is submitted in connection with the sale of securities referred to herein and may not be reproduced or be used, as a whole or in part, for any other purpose. THE 2017 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE 2017 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF CERTAIN STATES, IF ANY, IN WHICH THE 2017 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE 2017 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. * * * * * * * *

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5 TABLE OF CONTENTS INTRODUCTORY STATEMENT... 1 THE AUTHORITY... 3 THE 2017 BONDS... 4 BOOK-ENTRY ONLY SYSTEM... 4 REDEMPTION OF THE 2017 BONDS... 7 SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS... 7 PLAN OF FINANCE... 8 ESTIMATED SOURCES AND USES OF FUNDS... 9 PRIOR BONDS ISSUED ON BEHALF OF THE COLLEGE AGGREGATE ANNUAL DEBT SERVICE OF THE COLLEGE BONDHOLDERS RISKS LITIGATION TAX MATTERS CONTINUING DISCLOSURE UNDERWRITING VERIFICATION OF MATHEMATICAL COMPUTATIONS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS RATINGS LEGAL MATTERS TRUSTEE RELATIONSHIPS AMONG THE PARTIES FINANCIAL ADVISOR MISCELLANEOUS Appendix A - Certain Information Concerning Lafayette College... A-1 Appendix B - Audited Financial Statements of Lafayette College as of and for the Fiscal Years Ended June 30, 2016 and B-1 Appendix C - Definitions of Certain Terms and Summary of Certain Provisions of the Indenture and the Loan Agreement... C-1 Appendix D - Form of Bond Counsel Opinion... D-1 Page

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7 $136,050,000 NORTHAMPTON COUNTY GENERAL PURPOSE AUTHORITY College Refunding and Revenue Bonds Series 2017 (Lafayette College) INTRODUCTORY STATEMENT This Official Statement provides information in connection with the issuance by the Northampton County General Purpose Authority (the Authority ) of its $136,050,000 aggregate principal amount College Refunding and Revenue Bonds, Series 2017 (Lafayette College) (the 2017 Bonds ). The 2017 Bonds will be issued and secured pursuant to a Trust Indenture dated as of June 1, 2017 (the Indenture ) between the Authority and TD Bank, National Association, as trustee (the Trustee ), for the purpose of providing funds to make a loan to Lafayette College (the College ). Pursuant to a Loan Agreement dated as of June 1, 2017 (the Loan Agreement ), between the Authority and the College, the College is obligated to make loan payments to the Trustee, as assignee of the Authority, at times and in amounts sufficient to pay the principal of and interest on the 2017 Bonds when due. The 2017 Bonds will bear interest at the fixed rates set forth on the inside front cover page of this Official Statement. This Official Statement, including the appendices, contains brief descriptions of the 2017 Bonds, together with summaries of the Indenture and the Loan Agreement. The descriptions and summaries of the Indenture, the Loan Agreement and other documents contained herein do not purport to be comprehensive and are qualified in their entirety by reference to such documents, and all references to the 2017 Bonds are qualified in their entirety by the definitive form thereof included in the Indenture. Copies of such documents will be available upon written request to the Trustee at the expense of the person making such request. The 2017 Bonds are being purchased by Morgan Stanley & Co. LLC, as representative on behalf of itself and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc. (collectively, the Underwriters ) pursuant to a Bond Purchase Agreement dated May 31, This Introductory Statement is subject in all respects to the more complete information appearing elsewhere in this Official Statement, including the cover page and the appendices. This Introductory Statement is to be read and used only with reference to the entire Official Statement. All terms used and not otherwise defined herein shall have the respective meanings set forth in Appendix C hereto. The Authority The Authority was organized by the County Council of the County of Northampton and exists under the Pennsylvania Municipality Authorities Act, as codified at 53 Pa. Cons. Stat et seq. (the Act ). The Authority has full power and authority to issue the 2017 Bonds. See THE AUTHORITY herein. The College The College is a Pennsylvania nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), which operates a private nonsectarian, educational, liberal arts college, located in the City of Easton, County of Northampton, Pennsylvania. The College has an actual enrollment of 2,505 full-time undergraduate students for the 2016 Fall Semester. Information regarding the College is included in this Official Statement in Appendix

8 A. Audited financial statements for the College for the fiscal years ended June 30, 2016 and 2015 are included in this Official Statement in Appendix B. The Project The 2017 Bonds are being issued to provide funds, together with other available funds of the College, for the following purposes: (a) the refunding, on an advance basis, of certain maturities of the Northampton County General Purpose Authority, College Refunding and Revenue Bonds, Series 2008 (Lafayette College) (the 2008 Bonds ), which financed (1) the refunding of the Northampton County Higher Education Authority College Revenue Bonds, Series of 1997 (Lafayette College Project); (2) the refunding of the Authority s College Revenue Bonds Series 2004 (Lafayette College Project); (3) the refunding of the Authority s College Revenue Bonds Second Series 2004 (Lafayette College Project); (4) the refunding of the Authority s Lafayette College Revenue Notes Series of 2007; (5) the funding of various capital projects for general College purposes; (6) the funding of a portion of the cost of the acquisition of certain real estate in the City of Easton; and (7) the payment of certain costs and expenses in connection with the issuance of the 2008 Bonds; (b) the financing of all or a portion of the: (1) construction and equipping of a new integrated science center; (2) renovation of certain existing buildings, demolition of two existing buildings and construction of parking lots and storage facilities, all for the facilities operations division of the College at the Bushkill campus of the College; (3) renovation of the buildings or halls known as Kunkel, Gates, Pardee, Soles, Simon, and Van Wickle; (4) updating the College s electrical infrastructure and Bushkill substation; and (5) costs of other capital projects as determined by the College; and (c) the payment of certain costs and expenses in connection with the issuance of the 2017 Bonds (collectively, the Project ). See PLAN OF FINANCE below for a further description of the purposes being financed by the 2017 Bonds. The 2017 Bonds Interest on the 2017 Bonds will accrue at the fixed rates as shown on the inside front cover from the date of delivery of the 2017 Bonds and will be payable on each May 1 and November 1, commencing on November 1, Interest on the 2017 Bonds will be computed on the basis of a 360-day year of twelve 30-day months. See THE 2017 BONDS herein. Security and Sources of Payment for the 2017 Bonds The 2017 Bonds are limited obligations of the Authority, payable solely from (1) payments to be made by the College under the Loan Agreement and (2) certain funds held by the Trustee under the Indenture, and not from any other fund or source of the Authority. The obligation of the College to make payments under the Loan Agreement is a general, unsecured obligation of the College. The 2017 Bonds will not be secured by a pledge of gross receipts or other specified revenues of the College or by a mortgage lien on or security interest in any College property. See SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS herein. See also PRIOR BONDS ISSUED ON BEHALF OF THE COLLEGE for a description of certain outstanding bonds previously issued on behalf of the College which are secured pursuant to separate indentures, each of which is also a general, unsecured obligation of the College. Bondholders Risks The College s ability to make payments under the Loan Agreement, which the Authority, in turn, will apply to the payment of the principal and redemption price, if any, of and interest on the 2017 Bonds, are dependent on revenues to be derived by the College. Certain risks inherent in the generation of such 2

9 revenues and otherwise generally associated with investment in the 2017 Bonds are described in the section entitled BONDHOLDERS RISKS herein. General THE AUTHORITY The Authority is a municipal authority existing under the laws of the Commonwealth and was formed pursuant to the Act by an ordinance duly adopted by the County Council (the County Council ) of the County of Northampton (the County ), Pennsylvania and was incorporated on May 10, The Authority is authorized to issue bonds for any of the purposes under the Act. The Authority charter provides a term of existence of fifty (50) years, unless the Authority is sooner dissolved according to law. On September 19, 2013, the County Council authorized the extension of the term of existence of the Authority for fifty (50) years. On October 29, 2013, the Authority filed articles of amendment with the Secretary of the Commonwealth of Pennsylvania to extend the term of existence of the Authority to fifty (50) years from the date of filing of such articles of amendment. The Authority is governed by a Board of Directors consisting of seven (7) members. These members are recommended by the County Executive of the County and are confirmed by the County Council. The current Board members, their positions within the Authority and their terms of office are set forth below. Members of the Authority Member Office Term Expires Shawn K. Langen Chairman 12/31/20 J. Michael Dowd Vice-Chairman 12/31/16 * Neal Koplin Secretary 12/31/19 Shawn M. Donahue Treasurer 12/31/16 * Helene M. Whitaker Assistant Secretary 12/31/17 Mark Schiavone Assistant Treasurer 12/31/18 Margaret Ferraro 2 nd Assistant Secretary 2 nd Assistant Treasurer 12/31/20 * The Authority By-laws and the Act provide that members shall hold office until their successors have been appointed, and members may succeed themselves. Previous Authority Issues The Authority has previously issued bonds and notes for projects of other entities which are secured by payments from such entities. All prior issues of the Authority s bonds and notes are limited revenue obligations and the revenues associated therewith are not available for payment of debt service on the 2017 Bonds. The Authority may enter into future financing agreements which will provide for the issuance of bonds or notes which will be secured by revenues derived from other projects financed. See also PRIOR BONDS ISSUED ON BEHALF OF THE COLLEGE for a description of certain bonds previously issued by the Authority on behalf of the College. 3

10 THE 2017 BONDS The 2017 Bonds are issuable as fully registered bonds without coupons. The 2017 Bonds will be in denominations of $5,000 and integral multiples thereof. The 2017 Bonds are subject to optional redemption prior to maturity at the option of the College, as well as extraordinary optional redemption as described under the caption REDEMPTION OF THE 2017 BONDS herein. Payment of the principal of, and interest on, the 2017 Bonds will be made through the securities depository established for the 2017 Bonds. See BOOK-ENTRY ONLY SYSTEM below. TD Bank, National Association is the Trustee under the Indenture and has a corporate trust office in Cherry Hill, New Jersey. The Trustee shall act as registrar, paying agent and transfer agent for the 2017 Bonds. The 2017 Bonds will bear interest from the date of their initial delivery or from the most recent Interest Payment Date to which interest thereon has been paid or duly provided for to the next succeeding Interest Payment Date, at fixed rates as shown on the inside front cover. Interest on the 2017 Bonds will be computed on the basis of a 360-day year of twelve 30-day months and will be payable on each November 1 and May 1, commencing on November 1, BOOK-ENTRY ONLY SYSTEM The information set forth herein concerning The Depository Trust Company ( DTC ), New York, New York and the book-entry-only system described below has been extracted from materials provided by DTC for such purpose, is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the College, the Trustee, the Underwriters or the Authority. DTC will act as securities depository for the 2017 Bonds. The 2017 Bonds will be issued as fully-registered securities 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 a series of the 2017 Bonds, 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 4

11 Purchases of 2017 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2017 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 2017 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 2017 Bonds, except in the event that use of the book-entry system for the 2017 Bonds is discontinued. To facilitate subsequent transfers, all 2017 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 2017 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 2017 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such 2017 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 Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2017 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2017 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2017 Bond documents. For example, Beneficial Owners of 2017 Bonds may wish to ascertain that the nominee holding the 2017 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 Trustee, as Bond Registrar, and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the 2017 Bonds within a maturity of a series are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2017 Bonds unless authorized by a Direct Participant in accordance with DTC s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority 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 2017 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of principal and redemption price of and interest on the 2017 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 Authority 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, the Trustee or the Authority, subject to any statutory or regulatory requirements as may 5

12 be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority 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 2017 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. THE AUTHORITY, THE COLLEGE AND THE TRUSTEE CANNOT AND DO NOT GIVE ANY ASSURANCES THAT THE DTC PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE 2017 BONDS (1) PAYMENTS OF PRINCIPAL OF OR INTEREST AND PREMIUM, IF ANY, ON THE 2017 BONDS, (2) CERTIFICATES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN 2017 BONDS, OR (3) NOTICES OF REDEMPTION OR OTHER NOTICES SENT TO DTC OR ITS NOMINEE, CEDE & CO., AS THE REGISTERED OWNER OF THE 2017 BONDS, OR THAT THEY WILL DO SO ON A TIMELY BASIS OR THAT DTC, DTC PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. NONE OF THE AUTHORITY, THE COLLEGE, THE UNDERWRITERS OR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR ANY BENEFICIAL OWNER OR ANY OTHER PERSON WITH RESPECT TO: (1) THE 2017 BONDS; (2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE 2017 BONDS; (4) THE DELIVERY BY ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE TRUST INDENTURE TO BE GIVEN TO BONDHOLDERS; (5) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE 2017 BONDS; OR (6) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDOWNER. 6

13 REDEMPTION OF THE 2017 BONDS The 2017 Bonds will be subject to optional redemption and extraordinary optional redemption prior to maturity as described herein Bonds Optional Redemption. The 2017 Bonds maturing after November 1, 2027 are subject to optional redemption, as a whole or in part, at any time on or after November 1, 2027, at the direction of the College, at a Redemption Price equal to 100% of the principal amount thereof, plus accrued interest to the date fixed for redemption, without premium. Extraordinary Redemption. The 2017 Bonds are subject to extraordinary redemption by the Authority, at the direction of the College, in whole or in part, at any time, at the principal amount thereof plus accrued interest, if any, from moneys deposited therefor in the Debt Service Fund, as provided in the Loan Agreement, (i) as a result of the sale or other disposition of all or any portion of the Project Facilities from the proceeds thereof, or (ii) as a result of the destruction or condemnation of the Project Facilities from the insurance proceeds or condemnation awards. Notice of Redemption The Paying Agent shall cause notice of any redemption of the 2017 Bonds to be mailed by first class mail to the holders of all 2017 Bonds to be redeemed at the registered addresses appearing in the registration books maintained by the Registrar. Each such notice shall (i) be mailed at least 30 days and not more than 60 days prior to the date fixed for redemption, (ii) identify the 2017 Bonds to be redeemed, specifying the name of the issue, the date of the issue, the stated maturity, the CUSIP numbers and certificate numbers assigned to the 2017 Bonds, (iii) specify the date fixed for redemption and the Redemption Price and (iv) state that on the date fixed for redemption the 2017 Bonds called for redemption will be payable at the Designated Office of the Paying Agent upon presentation and surrender thereof, that from that date interest will cease to accrue and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the 2017 Bonds. Failure to give notice in the manner described in this paragraph with respect to any 2017 Bond, or any defect in such notice, shall not affect the validity of the proceedings for redemption for any other 2017 Bond. If at the time of mailing of any notice of redemption, the Authority shall not have deposited with the Trustee funds sufficient to redeem all the 2017 Bonds called for redemption, such notice shall state that such redemption is conditional and subject to the deposit of such funds with the Trustee not later than the date fixed for redemption and shall be of no effect unless such funds are so deposited. Partial Redemption Subject to any applicable requirements of DTC, if less than all of the 2017 Bonds of a particular maturity are to be redeemed, the Trustee shall select the 2017 Bonds to be redeemed by lot, treating each authorized denomination as a separate bond. SECURITY AND SOURCES OF PAYMENT FOR THE 2017 BONDS Set forth below is a brief discussion of certain provisions of the Indenture and the Loan Agreement which relate to the security for the 2017 Bonds. For a further discussion of the provisions of the Indenture and the Loan Agreement, see Appendix C hereto. 7

14 The Indenture The 2017 Bonds are to be issued under the Indenture and will, except as otherwise provided in the Indenture, be equally and ratably secured thereby. No bonds other than the 2017 Bonds are issuable under the Indenture. The Indenture provides that all 2017 Bonds issued thereunder shall be limited obligations of the Authority, payable solely from and secured solely by the following sources: (a) all funds established under the Indenture (excepting the Rebate Fund) and all income derived from the investment of such pledged funds; and (b) the Authority s rights to receive payments from the College under the Loan Agreement (except for the Authority s rights thereunder to receive payments of administrative fees and expenses and indemnification against liabilities). The Loan Agreement The Loan Agreement provides, among other things, that: (a) the Authority will lend the proceeds of the 2017 Bonds to the College; (b) the Loan Agreement is a general unsecured obligation of the College and the full faith and credit of the College are pledged for the payment of all sums due or to become due thereunder; and (c) the College shall make payments to the Trustee, as the assignee of the Authority, in amounts necessary to provide for the payment as and when due of principal or redemption price of and interest on the 2017 Bonds and, from time to time, additional payments in amounts necessary to make up deficiencies in funds established under the Indenture and to provide for certain other payments required by the Indenture. The Authority will assign certain of its rights under the Loan Agreement, including the right to receive such loan repayments thereunder (but excluding the Authority s right to be paid its administrative fees and expenses and its rights to be indemnified) to the Trustee for the benefit of the 2017 Bondholders. No mortgage or other security interest is being granted in the facilities of the College or in revenues of the College to secure the College s obligations under the Loan Agreement. Except as described below, and for so long as the Prior Bonds (defined below) remain outstanding, if the College after the date of the Loan Agreement, as security for any obligation for which the full faith and general credit of the College is pledged, grants a security interest in the Revenues of the College, or any part thereof, or grants a mortgage on any part of the College Facilities to another Person, then the College pledges to the Authority and grants to the Authority a lien upon and a security interest in all moneys and funds constituting the Revenues of the College on a parity with any other security interests in such Revenues of the College, and/or as applicable will grant to the Authority a parity mortgage on the same College Facilities, in order to secure the College s obligations under the Loan Agreement. Notwithstanding the foregoing, (i) the College may have pledged at any time up to two percent (2%) of its annual Revenues (measured as an average over the immediately preceding three (3) fiscal years of the College) without providing any security interest therein to the Authority and (ii) the College may acquire real property subject to a mortgage without pledging a lien or security interest in or giving a mortgage on such property to the Authority so long as (A) the value of the property at the time of the acquisition is greater than the amount of the mortgage loan to which it is then subject and (B) the College delivers in each case to the Authority and the Trustee a certificate stating the value of such property and the amount of such mortgage; provided, however, that at no time shall the value of all such property subject to mortgages for which the Authority does not have a parity security interest exceed one percent (1%) of the annual Revenues of the College (measured as an average over the immediately preceding three (3) fiscal years of the College). PLAN OF FINANCE The 2017 Bonds are being issued to provide funds, together with other available funds of the College, to finance the Project. See ESTIMATED SOURCES AND USES OF FUNDS herein. 8

15 A portion of the proceeds of the 2017 Bonds, together with other available funds of the College, will be applied to redeem on May 1, 2018, at the redemption price of 100% of the principal amount to be redeemed plus accrued interest thereon: (i) the 2008 Bonds maturing November 1, 2027 and (ii) the 2008 Bonds maturing November 1, 2034 (together, the Refunded Bonds ). Such portion of the proceeds of the 2017 Bonds will be deposited in an irrevocable escrow fund (the Escrow Fund ) created and established under an escrow deposit agreement between the College and TD Bank, National Association as escrow agent, dated as of June 1, 2017 (the Escrow Agreement ), to provide for the refunding and redemption of such Refunded Bonds. Pending such application, such moneys will, except to the extent held as cash, be invested in direct obligations of, or obligations the timely payment of principal and interest on which is guaranteed by, the United States of America (the Defeasance Obligations ). ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of funds relating to the issuance of the 2017 Bonds are as follows: Sources of Funds: 2017 Bonds Par Amount of 2017 Bonds $136,050, Net Original Issue Premium 22,221, Other Available Funds 112, Total Sources $158,384, Uses of Funds: Refunding Project (1) $ 77,372, Deposit to Project Fund under the Indenture 80,000, Costs of Issuance (2) 1,011, Total Uses $158,384, (1) Exclusive of accrued interest on the Refunded Bonds, which will be provided from available funds of the College and applied pursuant to the Escrow Agreement. (2) Includes, among other things, Underwriters discount, printing costs, Trustee fees and expenses, legal fees and expenses, fees of the rating agencies, fees to the auditors, Authorityrelated fees and a rounding amount. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9

16 PRIOR BONDS ISSUED ON BEHALF OF THE COLLEGE The Authority has previously issued the following series of revenue bonds that are currently outstanding (the Prior Bonds ) for the purpose of financing or refinancing prior projects on behalf of the College: Variable Rate College Revenue Refunding Bonds, Series of 2003, (Lafayette College Project), issued in the original principal amount of $10,190,000 ($10,190,000 of which is currently outstanding); Variable Rate College Revenue Bonds, Series of 2006 (Lafayette College Project), issued in the original principal amount of $15,100,000 ($11,000,000 of which is currently outstanding); College Refunding and Revenue Bonds Series 2008 (Lafayette College), issued in the original principal amount of $96,705,000 ($94,705,000 of which is currently outstanding); Variable Rate College Revenue Refunding Bonds Series 2010A (Lafayette College) (the 2010A Bonds ), issued in the original principal amount of $22,290,000 ($22,290,000 of which is currently outstanding); College Revenue Bonds Series 2010B (Lafayette College), issued in the original principal amount of $4,000,000 ($4,000,000 of which is currently outstanding); College Refunding and Revenue Bonds Series 2013A (Lafayette College), issued in the original principal amount of $33,715,000 ($33,715,000 of which is currently outstanding); and College Refunding and Revenue Bonds Taxable Series 2013B (Lafayette College), issued in the original principal amount of $15,680,000 ($15,680,000 of which is currently outstanding). Upon issuance of the 2017 Bonds, the 2008 Bonds maturing November 1, 2027 and November 1, 2034 will no longer be outstanding. See PLAN OF FINANCE above. The College s respective loan agreement obligations with respect to all of the Prior Bonds are general unsecured obligations of the College and no mortgage or other security interest has been granted in the facilities of the College or in the revenues of the College to secure the College s loan obligations with respect to the Prior Bonds. See Outstanding Indebtedness in Appendix A and Note E - LONG-TERM OBLIGATIONS in Appendix B for a further description of the College s indebtedness. The College s aggregate annual debt service is set forth under AGGREGATE ANNUAL DEBT SERVICE OF THE COLLEGE below. See also Derivatives in Appendix A and Derivative Instruments - Interest Rate Hedge/Swap Agreements in Note E in Appendix B for a description of swap contracts which the College has entered into to hedge interest rate exposure with respect to certain of the Prior Bonds. 10

17 AGGREGATE ANNUAL DEBT SERVICE OF THE COLLEGE The following table shows for each Fiscal Year ending June 30 the principal, interest and sinking fund redemption requirements on the 2017 Bonds and the Prior Bonds. Fiscal Year Ending June 30 Annual Debt Service 2017 Bonds Prior Debt Service* Principal Interest Total 2017 $ 9,784, $ 9,784, ,214,284 - $ 5,699,561 11,913, ,589,815-6,472,688 33,062, ,919,878-6,472,688 11,392, ,919,878-6,472,688 11,392, ,919,878-6,472,688 15,392, ,719,878-6,472,688 11,192, ,651,960 $25,000,000 5,847,688 45,499, ,277,734-5,222,688 9,500, ,277,734-5,222,688 9,500, ,277,734-5,222,688 9,500, ,277,734 18,025,000 4,772,063 27,074, ,277,734-4,321,438 8,599, ,567,734-4,321,438 30,889, ,996,059-4,321,438 7,317, ,996,059-4,321,438 7,317, ,749,159-4,321,438 28,070, ,962,259-4,321,438 6,283, ,962,259 49,590,000 3,246,594 54,798, ,962,259-2,171,750 4,134, ,713,292-2,171,750 14,885, ,535,459-2,171,750 3,707, ,535,459-2,171,750 3,707, ,535,459-2,171,750 3,707, ,535,459-2,171,750 3,707, ,535,459-2,171,750 3,707, ,535,459-2,171,750 3,707, ,675,446-2,171,750 15,847, ,434-2,171,750 3,097, ,434-2,171,750 3,097, ,434-2,171,750 3,097, ,434 43,435,000 1,085,875 45,446, , , , , , , , , , , ,142, ,142,717 Total $224,377,322 $136,050,000 $120,672,905 $481,100,227 * The schedule above uses the applicable fixed rate swap rates for the hedged variable rate portion of the College's debt. The interest rate for the 2010A Bonds is assumed to be the fixed swap rate less the fixed spread over the variable rate index payable by the swap counterparty under the related swap agreement. Actual interest expense on the variable rate bonds, even though hedged, may vary from the estimates presented above. Estimated debt service costs presented above do not include remarketing fees or fees to the liquidity bank. 11

18 BONDHOLDERS RISKS The 2017 Bonds are limited obligations of the Authority and are secured by and payable solely from the Trust Estate, which includes payments made by the College pursuant to the Loan Agreement and certain funds held by the Trustee pursuant to the Indenture. No representation or assurance can be given that the College will generate sufficient revenues to meet its payment obligations under the Loan Agreement. Various factors could adversely affect the College s ability to pay the obligations under the Loan Agreement. The future financial condition of the College could be adversely affected by, among other things, economic conditions in the areas from which the College traditionally draws students, legislation, regulatory actions, increased competition from other educational institutions, changes in the demand for higher educational services, demographic changes and litigation. Some of such risk factors are described below. The following is intended only as a summary of certain risk factors attendant to an investment in the 2017 Bonds and is not intended to be exhaustive. In order to identify risk factors and make informed investment decisions, potential investors should be thoroughly familiar with the entire Official Statement (including each Appendix) in order to make a judgment as to whether the 2017 Bonds are an appropriate investment. Purchasers of the 2017 Bonds are advised to consult their tax advisors as to the tax consequences of purchasing or holding the 2017 Bonds. See TAX MATTERS herein. General The 2017 Bonds are limited obligations of the Authority payable solely from the Trust Estate, which includes payments made by the College under the Loan Agreement and certain funds held by the Trustee pursuant to the Indenture. No representation or assurance can be given that the College will generate sufficient revenues to meet its payment obligations under the Loan Agreement. The ability to generate such revenues could be affected adversely by future legislation, regulatory actions, economic conditions, increased competition, changes in the demand for services or other factors. The Underwriters and the Authority have made no independent investigation of the extent to which any such factors may have an adverse effect on the revenues of the College. Tuition Revenue Tuition revenue is the primary revenue source for the College. While the College has been able to demonstrate a high level of student demand for its academic programs at current tuition levels, there is no assurance that it will be able to continue to do so throughout the term of the 2017 Bonds. Demand for attendance at the College may be subject to factors beyond its control, such as general economic and demographic conditions, funding levels at competing public and private institutions and public and private funding of programs of financial aid. The College currently subsidizes a number of students with scholarship and loan programs which are subject to reduction and limitations. In addition, the academic reputation of the College is a critical factor in assuming continued demand for attendance. Faculty The ability of the College to attract and retain faculty members with superior credentials is an important factor contributing to the College s academic reputation. Approximately sixty-two percent (62%) of the College s full-time faculty is tenured. Therefore, should any reduction of programs be necessitated by economic conditions or otherwise undertaken, the College will only be able to make adjustments related to faculty in accordance with specific College procedures. 12

19 Fundraising The College has demonstrated its ability to raise funds to finance its operations and capital development programs and to build the size of its endowment from a variety of benefactors. It plans to continue those efforts in the future. There can be no assurance, however, that those efforts will in fact be successful. Such efforts may be adversely affected by a number of factors, including general economic conditions and tax law changes affecting the deductibility of charitable contributions. Other Legislative and Regulatory Actions The College and its operations are subject to regulation, certification and accreditation by various federal, state and local government agencies and by certain nongovernmental agencies. No assurance can be given as to the effect on future operations of existing laws, regulations and standards for certification or accreditation or of any future changes in such laws, regulations and standards. Competition The College could face additional competition in the future from other educational institutions that offer comparable services and programs to the population which the College presently serves. This could include the establishment of new programs and the construction, renovation or expansion of competing educational institutions. Decrease in Research Funding For the fiscal year ended June 30, 2016, approximately 0.8% of the revenues of the College supported expenditures related to research grants and contracts. The College s ability to retain research staff and financial performance is in part dependent on receiving research funding from federal and state agencies, as well as from other sponsors. There can be no assurance that these agencies and sponsors will continue to support research programs at their current levels. In addition, there are other organizations that compete with the College for these grants and contracts. There can be no assurance that the College will continue to receive an equal amount of research grants and contracts in the future. Tax-Exempt/Nonprofit Status In recent years, the activities of tax-exempt organizations have been subjected to increasing scrutiny by federal, state, and local legislative and administrative agencies (including the United States Congress, the Internal Revenue Service (the IRS ) and local taxing authorities). Various proposals either have been considered previously or are presently being considered at the federal, state, and local level which could restrict the definition of tax-exempt status, impose new restrictions on the activities of tax-exempt corporations and/or tax or otherwise burden the activities of such corporations (including proposals to broaden or strengthen federal tax provisions respecting unrelated business income of nonprofit, tax-exempt corporations). There can be no assurance that future changes in the laws, rules, regulations, interpretations and policies relating to the definition, activities and/or taxation of tax-exempt corporations will not have material adverse effects on the future operations of the College. Compliance with current and future regulations and rulings of the IRS could adversely affect the ability of the College to charge and collect revenues, finance or incur indebtedness on a tax-exempt basis or otherwise generate revenues necessary to provide for payment of the 2017 Bonds. Although the College has covenanted to maintain its tax-exempt status, loss of tax-exempt status by the College would likely have a significant adverse effect on the College and could result in the acceleration of the maturity of the 2017 Bonds. 13

20 Property Tax Assessments In recent years, a number of local taxing authorities in Pennsylvania, local townships and school districts, have sought to subject the facilities on nonprofit university and college facilities to local real estate taxes, primarily by challenging their status as purely public charities as described in the Pennsylvania Constitution, notwithstanding the fact that Pennsylvania nonprofit university and college facilities historically have been viewed as exempt from such taxes. In response to the uncertainty resulting from divergent court decisions, the Pennsylvania legislature enacted The Institutions of Purely Public Charity Act on November 26, 1997 which, among other things, sets forth specific criteria to be met by an entity in order for such entity to be deemed an institution of purely public charity. The criteria are highly fact-specific and are to be used by the courts as guidance; therefore, there are no assurances that the College s facilities meet such criteria now or will do so in the future. Notwithstanding passage of the Institutions of Purely Public Charity Act, the question whether an institution qualifies as a purely public charity remains an issue to be determined by the courts and it is not clear to what extent, if any, the courts will rely upon The Institutions of Purely Public Charity Act in making such determinations. Covenant to Maintain Exempt Status of the 2017 Bonds The tax-exempt status of the 2017 Bonds for purposes of federal income taxation is based on the continued compliance by the Authority and the College with certain covenants contained in the Indenture and the Loan Agreement. These covenants relate, among other things, generally to restrictions on the use of facilities financed with tax-exempt bonds, arbitrage limitations, rebate of certain excess investment earnings to the federal government and restrictions on the amount of issuance costs financed with the proceeds of the 2017 Bonds. Failure to comply with such covenants could cause interest on the 2017 Bonds to become subject to federal income taxation retroactively to the date of issuance of the 2017 Bonds. Certain Matters Relating to Enforceability of Obligations The remedies available to Bondholders upon an Event of Default under the Indenture or the Loan Agreement are in many respects dependent upon judicial action which is subject to discretion or delay. Under existing law and judicial decisions, including specifically the United States Bankruptcy Code (the Bankruptcy Code ), the remedies specified in the Indenture and the Loan Agreement may not be readily available or may be limited. A court may decide not to order specific performance. The various legal opinions to be delivered concurrently with the original delivery of the 2017 Bonds will be qualified as to enforceability of the various legal instruments by, among other things, limitations imposed by bankruptcy, reorganization, insolvency or other similar laws or legal or equitable principles affecting creditors rights. There exists statutory authority in Pennsylvania for a court to dissolve a nonprofit corporation or undertake supervision of its affairs on various grounds, including finding that such corporation is insolvent. Moreover, pursuant to the common law and statutory power to enforce charitable trusts and to see that charitable funds are applied to their intended uses, the Attorney General of the Commonwealth may commence legal proceedings to dissolve a nonprofit corporation acting contrary to its charitable purposes or to restrain actions inconsistent with the charitable use of such funds or which render such nonprofit corporation unable to discharge its charitable functions. In certain states, such actions may arise on a court s own motion or pursuant to a petition of the attorney general or such other persons who have interests different than those of the general public. The obligations of the College may be limited by such charitable trust laws. 14

21 Bankruptcy The rights and remedies of the owners of the 2017 Bonds are subject to various provisions of the Bankruptcy Code. If the College were to file a petition for relief (or if a petition were to be filed against the College) under the Bankruptcy Code, the filing would operate as an automatic stay of the commencement or continuation of any judicial or other proceeding against the College and its property, as well as any other acts to collect pre-petition indebtedness from the College. In the event of bankruptcy of the College, transfers of property made by the College at a time that it was insolvent in payment of an antecedent debt, including the payment of debt or the granting of any collateral on or after the date which is 90 days (or, in some circumstances, one year) prior to the commencement of the case under the Bankruptcy Code may be subject to avoidance as preferential transfers. Under certain circumstances a court may have the power to direct the use of the College s revenues to meet expenses of the College before paying debt service on the 2017 Bonds. In a proceeding under Chapter 11 of the United States Bankruptcy Code, the College could file a plan of reorganization which modifies the rights of creditors generally or the rights of any class of creditors. The plan, when confirmed by the court, would bind all creditors and discharge all claims against the debtor. No plan may be confirmed unless, among other conditions, the plan is in the best interests of creditors, is feasible and has been accepted by the requisite class(es) of claimants required by the Bankruptcy Code. A class of claims has accepted the plan if at least two-thirds in dollar amount and more than one-half in number of the allowed claims of the class that are voted with respect to the plan have accepted the plan. Even if the plan is not so accepted (but if all other conditions to confirmation under the Bankruptcy Code have been satisfied), it may be confirmed if the court finds that the plan is fair and equitable with respect to each class of non-accepting claims or interests impaired thereunder and does not discriminate unfairly. Such an approved plan could limit recoveries by the holders of the 2017 Bonds. Other Factors Additional factors may affect future operations of the College to an extent that cannot be determined at this time. These factors include, among others, the following: (1) The continued ability and willingness of current and future students of the College, and their families, to be able to afford the tuition and costs of attending the College, including ability of international students to afford the tuition and costs of attending the College due to changes in the value of the U.S. dollar. (2) A decrease in the applications and attendance by the international student population as a result of changes in domestic and foreign policies. (3) Employee strikes and other adverse labor actions that could result in a substantial reduction in revenues without corresponding decreases in costs. (4) Increased costs and decreased availability of public liability insurance. (5) Changes in the demand for higher education in general or for programs offered by the College in particular. (6) Cost and availability of energy. (7) High interest rates, which could strain cash flow given the College s current and pro forma variable rate debt exposure or prevent borrowing for needed capital expenditures. (8) A decrease in student loan funds or other aid that permits many students the opportunity to pursue higher education. 15

22 (9) An increase in the costs of health care benefits, retirement plan, or other benefit packages offered by the College to its employees and retirees. (10) A significant decrease in the value of the College s investments caused by market or other external factors. (11) Claims presently unknown to the College. (12) Elimination or reduction of funding support from donors or other external sources. (13) Safety and security incidents including data breaches. (14) Costs associated with regulatory compliance. (15) Factors that may adversely affect the College s reputation and image. LITIGATION As of the date hereof, there is no litigation of any nature, pending or, to the knowledge of the officers of the Authority, threatened against the Authority, seeking to restrain or enjoin the issuance, sale, execution or delivery of the 2017 Bonds, or in any way contesting or affecting the validity of the 2017 Bonds or any proceedings of the Authority with respect to the issuance or sale thereof, or the pledge or application of any money or security provided for the payment of the 2017 Bonds or the existence of the Authority, or any of the transactions contemplated by the 2017 Bonds, the Indenture or the Loan Agreement. For certain information regarding litigation related to the College, see Appendix A - Litigation. TAX MATTERS Federal Income Tax Treatment of Interest on the 2017 Bonds In the opinion of Bond Counsel, assuming compliance with certain covenants of the Authority and the College designed to assure compliance with requirements of the Internal Revenue Code of 1986, as amended ( the Code ), interest on the 2017 Bonds is excludable from gross income for federal income tax purposes under existing law, as currently enacted and construed. Interest on the 2017 Bonds will not be an item of tax preference under the Code for purposes of determining the alternative minimum tax imposed on individuals and corporations; however, interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the earnings and profits of the corporate holder. Ownership of the 2017 Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with excess net passive income, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the 2017 Bonds. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Code. Bond Counsel expresses no opinion as to any such collateral tax consequences. Purchasers of Bonds should consult their own tax advisors as to such collateral tax consequences. The Code sets forth certain requirements which must be met subsequent to the issuance and delivery of the 2017 Bonds for interest thereupon to remain excludable from the gross income of the owners of the 2017 Bonds for federal income tax purposes. In particular, in addition to the requirements 16

23 as to investment and use of proceeds, in the case of the 2017 Bonds, Section 145 requires that the assets financed be owned by a 501(c)(3) organization or a governmental unit and that the use of proceeds and of bond financed facilities comply with private activity restrictions limiting use that is not governmental use or use by a 501(c)(3) organization in its charitable activities. The College will covenant to comply with all such requirements in the Loan Agreement and the Authority will covenant in the Indenture to comply with all such requirements, to the extent of its control over investment or use of proceeds of the 2017 Bonds and of its own actions. Noncompliance with such requirements may cause interest on the 2017 Bonds to be required to be included in the gross income of the owners of the 2017 Bonds for federal income tax purposes, retroactive to the date of issuance of the 2017 Bonds or as of some later date. Bond Counsel has not undertaken to advise in the future whether any events after the date of execution and delivery of the 2017 Bonds may affect the federal tax status of the interest on the 2017 Bonds. For a further discussion of the risks to Bondholders with respect to the College s status as a 501(c))(3) organization see BONDHOLDERS RISKS herein. Original Issue Premium and Discount The 2017 Bonds maturing on November 1, 2023 and November 1, 2027 (the Noncallable Premium Bonds ) and the 2017 Bonds maturing on November 1, 2034 bearing interest at 4.000%, November 1, 2034 bearing interest at 5.000% and November 1, 2047 (the Callable Premium Bonds ) were sold at a price in excess of the amount payable at maturity in the case of the Noncallable Premium Bonds or their earlier call date in the case of the Callable Premium Bonds. Under the Code, the difference between the amount payable at maturity of the Noncallable Premium Bonds and the tax basis to the purchaser and the difference between the amount payable at the call date of the Callable Premium Bonds that minimizes the yield to a purchaser of a Callable Premium Bond and the tax basis to the purchaser (other than a purchaser who holds a Noncallable or Callable Premium Bond as inventory, stock in trade or for sale to customers in the ordinary course of business) is bond premium. Bond premium is amortized for federal income tax purposes over the term of a Noncallable Premium Bond and over the period to the call date of a Callable Premium Bond that minimizes the yield to the purchaser of the Callable Premium Bond. A purchaser of a Noncallable or Callable Premium Bond is required to decrease his adjusted basis in the Premium Bond by the amount of amortizable bond premium attributable to each taxable year he holds the Premium Bond. The amount of amortizable bond premium attributable to each taxable year is determined at a constant interest rate compounded actuarially. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. Purchasers of the Noncallable or Callable Premium Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium upon sale, redemption or other disposition of Noncallable or Callable Premium Bonds and with respect to the state and local consequences of owning and disposing of Noncallable or Callable Premium Bonds. Under the Code, the difference between the principal amount of the 2017 Bonds maturing November 1, 2034 bearing interest at 3.125% (the Discount Bonds ) and the initial offering price to the public, excluding bond houses and brokers, at which price a substantial amount of such Discount Bonds of the same maturity was sold constitutes original issue discount. Original issue discount represents interest which is excluded from gross income; however, such interest is taken into account for purposes of determining the alternative minimum tax on corporations. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded actuarially. A purchaser who acquires a Discount Bond in the initial offering at a price equal to the initial offering price thereof as set forth on the cover page of the Official Statement for the 2017 Bonds will be treated as receiving an amount of interest excludable from gross income equal to the original issue discount accruing during the period he holds the Discount Bond, and will increase his adjusted basis in such Discount Bond by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bond. The federal income tax consequences of the purchase, ownership and redemption, sale or 17

24 other disposition of Discount Bonds, which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of Discount Bonds and with respect to the state and local tax consequences of owning and disposing of Discount Bonds. State Tax Treatment of the 2017 Bonds In the opinion of Bond Counsel, under the laws of the Commonwealth of Pennsylvania as currently enacted and construed, the 2017 Bonds are exempt from personal property taxes in Pennsylvania, and the interest on the 2017 Bonds is exempt from Pennsylvania personal income tax and corporate net income tax. Future Changes in Law From time to time, there are legislative proposals suggested, debated, introduced or pending in Congress that, if enacted into law, could alter or amend one or more of the federal tax matters described above including, without limitation, the excludability from gross income of interest on the 2017 Bonds, adversely affect the market price or marketability of the 2017 Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would apply to the 2017 Bonds. If enacted into law, such legislative proposals could affect the market price or marketability of the 2017 Bonds. Prospective purchasers of the 2017 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. Information Reporting and Backup Withholding Interest paid on tax-exempt bonds such as the 2017 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the 2017 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Bonds, under certain circumstances, to backup withholding at the rates set forth in the Code, with respect to payments on the 2017 Bonds and proceeds from the sale of Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Bonds. This withholding generally applies if the owner of Bonds (i) fails to furnish the payor such owner s social security number or other taxpayer identification number ( TIN ), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other reportable payments as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner s securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the 2017 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. CONTINUING DISCLOSURE In accordance with the requirements of Rule 15c2-I2 (the Rule ) promulgated by the Securities and Exchange Commission, the College has covenanted in the Loan Agreement to provide to the Municipal Securities Rulemaking Board (the MSRB ) through its electronic data program, Electronic Municipal Market Access ( EMMA ), or such other program required by the Rule, not later than 180 days after the end of each fiscal year of the College, commencing with the fiscal year ending June 30, 2017, certain financial information and other operating data with respect to the College (collectively, the Annual Report ), as follows: 18

25 (a) The financial statements of the College for the most recent fiscal year, with information of the type presented in Appendix B hereto and prepared in accordance with generally accepted accounting principles applied on a consistent basis, and audited by the College s independent certified public accountants in accordance with generally accepted auditing standards; (b) An update of the information concerning full-time and part-time employment at the College of the type set forth under the headings Employees and Academic Faculty in Appendix A hereto; (c) An update of the information contained in the table labeled Fall Semester Student Enrollment in substantially the same form as it appears in Appendix A hereto; (d) An update of the information contained in the table labeled Application, Acceptance and Matriculation Information in substantially the same form as it appears in Appendix A hereto; (e) An update of the information contained in the table labeled Tuition and Fees in substantially the same form as it appears in Appendix A hereto; (f) An update of information contained in the table labeled Sources of Financial Aid in substantially the same form as it appears in Appendix A hereto; (g) An update of the information contained in the table labeled Outstanding Indebtedness Chart as of Fiscal Year End in substantially the same form as it appears in Appendix A hereto; (h) An update of the information of the type set forth under the heading Private Gifts and Grants in Appendix A hereto; and (i) A summary of any significant and financially material litigation to which the College is a party, if any. To the extent that the operating data listed in clauses (b) through (i) above is included in the financial statements of the College, the College is not required to file separate summaries or tables with respect to such information on EMMA. The College is required under the Loan Agreement to notify the MSRB of any failure by the College to provide any of the annual financial information and operating data described above, within 180 days of the end of each fiscal year of the College. Over the past five (5) years, the College has not failed to provide its continuing disclosure obligations as described above. In the Loan Agreement, the College has undertaken to provide in a timely manner, not in excess of ten (10) Business Days after the occurrence, notice to the MSRB of the occurrence of any of the following events, as applicable, with respect to the 2017 Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on any credit enhancement reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the IRS of proposed or final determinations of taxability, Notice of Proposal Issue (IRS Form 5701-TEB) or other material events effecting the tax status of the 2017 Bonds; (7) modifications to the rights of holders of the 2017 Bonds, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing payment of the 19

26 2017 Bonds, if material; (11) rating changes on the 2017 Bonds or on any other debt for which the College is obligated, (12) bankruptcy, insolvency, receivership or similar event of the College, (13) consummation of a merger, consolidation, or acquisition involving the College or the sale of all or substantially all of the assets of the College (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material, and (14) appointment of a successor trustee or paying agent, or the change of name of a trustee or paying agent, if material. The College may from time to time choose to provide notice of the occurrence of certain other events, or to provide other information which may be relevant to an investment in the 2017 Bonds, in addition to the notices of material events or other information specified above, but the College is not obligated to provide notice of any event whether or not material, or to provide any information, other than the notices, and information described herein. The College reserves the right to terminate its obligation to provide Annual Reports and notices of material events, as set forth above, if and when the College no longer remains an obligated person with respect to the 2017 Bonds within the meaning of the Rule as when, for example, the 2017 Bonds have been fully paid and discharged or the 2017 Bonds have been defeased in accordance with the provisions of the Indenture. The obligations of the College set forth in the Loan Agreement are intended by the College to be for the benefit of the Beneficial Owners of the 2017 Bonds and may be enforced by any Beneficial Owner of the 2017 Bonds; provided, however, that the right of a Beneficial Owner of the 2017 Bonds to enforce the provisions of such undertaking is limited to a right to obtain specific enforcement of the College s obligations thereunder, and any failure by the College to comply with the provisions of such undertaking will not constitute an Event of Default with respect to the 2017 Bonds. The Authority has no responsibility for the College s compliance with the aforementioned continuing disclosure requirements or for the accuracy or completeness of the information provided by the College. UNDERWRITING The 2017 Bonds are being purchased by the Underwriters at a purchase price equal to $157,982, (which is equal to the aggregate principal amount of the 2017 Bonds in the amount of $136,050,000.00, plus net original issue premium of $22,221,482.30, less an underwriters discount of $289,049.41). The Underwriters may offer to sell the 2017 Bonds to certain dealers (including dealers depositing such 2017 Bonds into investment trusts) and others at prices lower than the public offering prices stated on the cover page hereof. Morgan Stanley, parent company of Morgan Stanley & Co. LLC, one of the Underwriters of the 2017 Bonds, has entered into a retail distribution arrangement with Morgan Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the 2017 Bonds. J.P. Morgan Securities LLC ( JPMS ), one of the Underwriters of the 2017 Bonds, has entered into negotiated dealer agreements (each, a Dealer Agreement ) with each of Charles Schwab & Co., Inc. ( CS&Co. ) and LPL Financial LLC ( LPL ) for the retail distribution of certain securities offerings at the original issue prices. Pursuant to each Dealer Agreement, if applicable to this transaction, each of 20

27 CS&Co. and LPL will purchase 2017 Bonds from JPMS at the original issue price less a negotiated portion of the selling concession applicable to any 2017 Bonds that such firm sells. US Bancorp is the marketing name of U.S. Bancorp and its subsidiaries, including U.S. Bancorp Investments, Inc., which is one of the Underwriters for the 2017 Bonds. The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage services. The Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Authority and the College, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Authority and the College. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. The College intends to use a portion of the proceeds from this offering to redeem the refunded 2008 Bonds. To the extent an Underwriter or any affiliate thereof is an owner of such refunded bonds, the Underwriter or its affiliate, as applicable, would receive a portion of the proceeds from the issuance of the 2017 Bonds contemplated herein in connection with such refunded bonds being redeemed by the College. VERIFICATION OF MATHEMATICAL COMPUTATIONS Causey Demgen & Moore, P.C., the verification agent, will deliver a report as of the closing date of the 2017 Bonds verifying the accuracy of (a) the mathematical computation of the adequacy of the Defeasance Obligations deposited in the Escrow Fund to pay, when due, maturing principal or redemption price of and interest on the Refunded Bonds; and (b) the mathematical computations supporting the conclusion of Bond Counsel that the 2017 Bonds are not arbitrage bonds under the Code. Such verification will be based upon certain information supplied by the Underwriters to Causey Demgen & Moore, P.C. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The financial statements of the College as of June 30, 2016 and 2015 and for each of the years then ended, are included in Appendix B to this Official Statement. The financial statements of the College as of and for the year ended June 30, 2016 and 2015 have been audited by CliftonLarsonAllen LLP, independent certified public accountants, as stated in their report appearing in Appendix B. RATINGS Moody s and S&P have assigned their ratings of Aa3 and A+, respectively, to the 2017 Bonds. 21

28 Any desired explanation of the significance of such ratings should be obtained from the rating agencies. Certain information and materials not included in this Official Statement were furnished to the rating agencies. Generally, rating agencies base their ratings on the information and materials so furnished and on investigations, studies and assumptions by the rating agencies. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant. The Underwriters have undertaken no responsibility either to bring to the attention of the holders of the 2017 Bonds any proposed revision or withdrawal of the ratings of the 2017 Bonds or to oppose any such proposed revision or withdrawal. Any such change in or withdrawal of such rating could have an adverse effect on the market price of the 2017 Bonds. LEGAL MATTERS The authorization and issuance of the 2017 Bonds are subject to the approval of legality by Greenberg Traurig, LLP, Philadelphia, Pennsylvania, Bond Counsel. Bond Counsel will render its opinion in substantially the form set forth in Appendix D to this Official Statement. Certain legal matters will be passed upon for the Authority by its counsel, Norris McLaughlin & Marcus, P.A., Allentown, Pennsylvania; for the College by Leslie F. Muhlfelder, Esquire, General Counsel of the College; and for the Underwriters by their counsel, Ballard Spahr LLP, Philadelphia, Pennsylvania. Bond Counsel s opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel s attention or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel s opinions are not a guarantee of a particular result, and are not binding on the IRS or the courts; rather, such opinions represent Bond Counsel s professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion. TRUSTEE The obligations and duties of the Trustee are described in the Indenture and the Trustee has undertaken only those obligations and duties which are expressly set forth in the Indenture. The Trustee has not independently passed upon the validity of the 2017 Bonds, the security therefor, the adequacy of the provisions for payment thereof or the tax status of the interest on the 2017 Bonds. The Trustee has relied upon the opinion of Bond Counsel for the validity of the 2017 Bonds. The Indenture expressly provides that the Trustee shall not be responsible for any loss or damage resulting from any discretionary action or inaction taken in good faith in reliance upon written advice of counsel selected by the Trustee with reasonable care. RELATIONSHIPS AMONG THE PARTIES Greenberg Traurig, LLP is acting as bond counsel in connection with the issuance of the 2017 Bonds. Although Greenberg Traurig, LLP is not representing any other party in connection with the issuance and sale of the 2017 Bonds, Greenberg Traurig, LLP has represented the College and the Underwriters from time to time with respect to other bond related matters. Ballard Spahr LLP, counsel to the Underwriters in connection with the issuance of the 2017 Bonds, has represented the College in certain unrelated matters. One member of the College s Board of Trustees is also an executive of BofA Merrill Lynch and another member of the College s Board of Trustees is also an executive of Morgan Stanley. See Appendix A - Board of Trustees for a list of the College s Board of Trustees. 22

29 FINANCIAL ADVISOR Prager & Co., LLC ( Prager ) has been retained by the College to act as its financial advisor in connection with the issuance of the 2017 Bonds. Although Prager has assisted in the preparation of this Official Statement, Prager is not obligated to undertake, and has not undertaken to make, any independent verification or to assume responsibility for the information contained in the Official Statement. MISCELLANEOUS The references herein to the Act, the 2017 Bonds, the Indenture and the Loan Agreement are brief outlines of certain provisions thereof. Such outlines do not purport to be complete, and for full and complete statements of such provisions reference is made to the Act, the Indenture and the Loan Agreement and the form of the 2017 Bonds set forth in the Indenture. Copies of such documents are on file at the offices of one or the other of the Underwriters and following delivery of the 2017 Bonds will be on file at the corporate trust office of the Trustee in Cherry Hill, New Jersey. The Authority has furnished the information contained herein that relates to the Authority. The Authority makes no representation as to the accuracy or completeness of any information contained herein except with respect to the Authority. The College has reviewed the information contained herein with respect to itself and has approved all such information for use within this Official Statement. [Remainder of page intentionally left blank.] 23

30 The circulation of this Official Statement has been duly authorized by the Authority and the execution, delivery and circulation of this Official Statement has been approved by the College. NORTHAMPTON COUNTY GENERAL PURPOSE AUTHORITY By: /s/ Shawn K. Langen Chairman APPROVED: LAFAYETTE COLLEGE By: /s/ Roger Demareski Vice President for Finance and Administration & Treasurer 24

31 Appendix A Certain Information Concerning Lafayette College

32 [THIS PAGE INTENTIONALLY LEFT BLANK]

33 CERTAIN INFORMATION CONCERNING LAFAYETTE COLLEGE Lafayette College ( Lafayette or the College ) is an independent institution offering undergraduate Bachelor of Arts, science and engineering degrees. The College is fully accredited by the Middle States Association of Colleges and Schools. The College is coeducational with approximately 2,500 and 2,450 full-time students in Fall 2016 and Fall 2015, respectively. The College is located on a hilltop (known as College Hill ) overlooking the Delaware River in Easton, Pennsylvania, which is approximately 70 miles west of New York City and 60 miles north of Philadelphia. The College was chartered in 1826 and named for the Revolutionary War hero the Marquis de Lafayette. The first class, which consisted of 43 students, was admitted in That same year, the College acquired nine acres of land on its present campus site and the following year completed its first building. Today, Lafayette s main 110-acre campus is home to 80 large academic, residential, and student activity buildings as well as athletic playing fields. Adjacent to the southern border, at a lower elevation than the main campus, the College has acquired five acres of additional property and established the Williams Arts Campus. The area includes three large academic buildings as well as three large student activity and support buildings. Adjacent to the northern border, the College has acquired properties to create the Bushkill Campus. This 20-acre area will provide space for institutional support services and parking. Three miles north of the main campus, Metzgar Athletic Fields provide 165 acres dedicated to the College s athletic and outdoor recreational programs. Lafayette College seeks to nurture the inquiring mind and to integrate intellectual, social, and personal growth. The College strives to develop students skills of critical thinking, verbal communication, and quantitative reasoning and their capacity for creative endeavor; it encourages students to examine the traditions of their own culture and those of others; to develop systems of values that include an understanding of personal, social, and professional responsibility; and to regard education as an indispensable, lifelong process. Academic Program The faculty of the College (the Faculty ) is responsible for the College s academic programs. Under the College s articles of incorporation (the Charter of the College ) and by-laws (the Statutes of the College ), the Faculty is charged with determining courses of study, requirements for admission, the order of study and the time to be devoted to each subject. In addition, the Faculty recommends candidates for appropriate degrees. The Faculty s actions are subject to review by the President of the College and approval by the College s Board of Trustees. Lafayette College offers the Bachelor of Arts degree in 34 established major fields and the Bachelor of Science in 10 fields of science and four fields of engineering. Africana Studies* (A.B.) Anthropology and Sociology* (A.B.) Art* (A.B.) Asian Studies* (A.B.) Biochemistry (A.B. and B.S.) Biology (A.B. and B.S.) Chemical Engineering (B.S.) Chemistry* (A.B. and B.S.) Civil Engineering (B.S.) Computer Science* (A.B. and B.S.) German* (A.B.) Government and Law* (A.B.) Government and Law & Foreign Language (A.B.) History* (A.B.) International Affairs (A.B.) Mathematics* (A.B. and B.S.) Mathematics-Economics (A.B.) Mechanical Engineering* (B.S.) Music* (A.B.) Neuroscience (B.S.) A-1

34 Economics* (A.B.) Electrical and Computer Engineering (B.S.) International Studies (A.B.) Engineering Studies (A.B.) English* (A.B.) Environmental Studies (A.B.) Environmental Science (B.S.) Film and Media Studies* (A.B.) French* (A.B.) Geology* (A.B. and B.S.) Philosophy* (A.B.) Physics* (A.B. and B.S.) Policy Studies (A.B.) Psychology* (A.B. and B.S.) Religion and Politics (A.B.) Religious Studies* (A.B.) Russian and East European Studies (A.B.) Spanish* (A.B.) Theater* (A.B.) Women's and Gender Studies* (A.B.) *Minor programs also are available in these fields Students may petition the Committee on Academic Progress for permission to pursue a fiveyear, two-degree program leading to the Bachelor of Arts and the Bachelor of Science degrees in two fields of study, a B.S. in Engineering and an A.B. in International Studies for example, and may also design individualized majors. Examples of self-designed majors include Behavioral Economics, Child Development and Social Inequality, Classical Civilization, Collective Community Development and Social Policy, Consumers in the Marketplace, Cultures of Global Ecology, Environmental Issues and Policy, Global Health Studies and Nanoscience. Additional minor programs offered by the College include Aging Studies, Architectural Studies, Biotechnology/Bioengineering, Chinese, Classical Civilization, Computational Methods, Health and Life Sciences, Health Care and Society, Italian Studies, Jewish Studies, Latin American and Caribbean Studies, Literature in Translation, Medieval, Renaissance, and Early Modern Studies, and Russian Writing. Off-campus opportunities include various semester-abroad or academic-year-abroad programs, a variety of internship programs and College-sponsored academic programs in other countries during the College s three-week interim sessions. The College is a member of the Lehigh Valley Association of Independent Colleges, a consortium of six colleges in Northampton and Lehigh counties in Pennsylvania that provides for cross registration and the sharing of certain facilities to expand the members curricular offerings. The Office of Career Services is an important aspect of the College and operates the Gateway program. Gateway is a four-year career development program offering students individualized, one-onone career counseling. Beginning their first year on campus, students engage through their senior year with Gateway counselors in support of their career exploration and with the office s extensive resources, experiential learning, job searching and graduate/professional school planning. Along with their Gateway counselor, students map out their career journey and develop a customized plan. Based on postgraduate data obtained for the Class of 2015 (conducted the first six months after graduation), 72% of all students who participated in the survey secured full-time employment, 13% pursued continuing education, 3% were going on to law school, 1% were pursuing the health professions, 4% were still seeking and 7% were in the other category (that is graduate/professional school applications in process or deferred, part-time employment, unpaid internships, volunteer work or travel). Accreditation and Memberships Lafayette is accredited by the Commission on Higher Education of the Middle States Association of Colleges and Schools ( Middle States ). The College s accreditation was affirmed in June 2009 and the College s next accreditation review will occur in Middle States is an institutional accrediting agency recognized by the U.S. Secretary of Education and the Council for A-2

35 Higher Education Accreditation. The Chemical Engineering Program, Civil Engineering Program, Electrical and Computer Engineering Program and Mechanical Engineering Program are accredited by the Engineering Accreditation Commission of the Accreditation Board for Engineering and Technology. The B.S. program in Computer Science is accredited by the Computing Accreditation Commission of the Accreditation Board for Engineering and Technology. Majors in the B.S. program in Chemistry and, under certain conditions, those in the A.B. program in Chemistry or A.B. or B.S. programs in Biochemistry, meet the certification requirements of the American Chemical Society, making graduates of those programs eligible for membership in the American Chemical Society immediately upon graduation. The College is a member of the American Council on Education, the Association of Independent Colleges and Universities of Pennsylvania, the National Association of Independent Colleges and Universities and the Lehigh Valley Association of Independent Colleges. The College has a Phi Beta Kappa chapter. The College also maintains institutional memberships in professional associations serving specific administrative or subject concerns. Governance The governing structure of the College is the Board of Trustees (the Board ), which, under the Charter of the College and Statutes of the College, is composed of no more than 35 members (the Trustees ) including the President of the College and two Alumni Trustees. Nominations for trustee appointments are made by the by the Steering Committee, which considers recommendations from, and is advised by, the Committee on Trustees and Governance. The Alumni Trustees are selected from candidates nominated by the Alumni Council Executive Committee, endorsed by the Executive Committee of the Board and elected by the Board. Nominees are elected upon the majority vote by the Board. The Board in its discretion may designate retired Trustees to Emeritus status as acknowledgement for exceptional service while members of the Board. Emeritus Trustees neither vote nor are considered in the composition of a quorum for Board meetings. Emeritus Trustees may attend meetings of the Board and participate in discussion. The Chair may appoint Emeritus Trustees as full voting and participating members of Standing Committees. The Trustees serve five-year terms. At the end of their terms, Trustees are eligible to serve for additional terms; however, the Alumni Trustees may not be re-elected. Officers of the Board are the Chair, Vice-Chair, and Secretary. Officers are elected to serve in such offices for two-year terms. Presently, the full Board meets four times per year. The Executive Committee is composed of the officers of the Board, the Chair of each Standing Committee of the Board, and the President of the College. The Executive Committee may act for the Board on all matters not reserved for the Board in the Statutes of the College, subject to approval by the Board at its first meeting thereafter. Other Standing Committees of the Board include Steering, Educational Policy, Financial Policy, Grounds and Buildings, Student Life, Development, Alumni and Community Relations, Investments, Audit, Compensation, and Trustees and Governance. The Steering Committee is composed of the three officers of the Board and the President of the College. The Steering Committee may act for both the Executive Committee and the full Board, subject to later ratification. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-3

36 Board of Trustees The College s Board of Trustees for the academic year , the year of their graduation from Lafayette if applicable, and their primary professional affiliation follows: Lafayette College Board of Trustees Academic Year Edward W. Ahart, Esq. 69, (Chair, Board of Trustees) Attorney, Past Chairman, Schenck, Price, Smith & King, LLP, Florham Park, NJ James L. Benjamin 84, CEO, Brookside Group, Atlanta, GA James R. Birle Jr. 83, Senior Managing Director, Evercore Partners, New York, NY Alison R. Byerly President, Lafayette College, Easton, PA Linda Assante Carrasco 90, Managing Partner, Jasper Ridge Partners, Menlo Park, CA Samuel R. Chapin 79, Former Executive Vice Chairman, Bank of America Merrill Lynch, New York, NY Harry S. Cherken 71, Partner, Drinker Biddle & Reath LLP, Philadelphia, PA James R. Fisher 77, Managing Member, Fisher Capital Corporation LLC, Cranbury, NJ Susan L. Fox 88, Vice President, Government Relations, The Walt Disney Company, Washington, DC John A. Fry 82, President, Drexel University, Philadelphia, PA Michael C. Heaney 86, Former Managing Director, Morgan Stanley & Co., New York, NY Judson C. Linville 79, CEO, Citi Cards, Citigroup, Long Island City, NY Elisabeth H. Macdonald 81, Former Managing Director, Global Investment Banking, Chase Securities Inc., New York, NY Bruce Maggin 65, Principal, The H.A.M. Media Group LLC, Chappaqua, NY Kevin R. Mandia 92, President, Chief Executive Officer and Board Director, FireEye, Milpitas, CA Angel L. Mendez 82, Executive Vice President and Chief Operating Officer, HERE Inc., Chicago, IL Donald E. Morel Jr. 79, Former Chairman and Chief Executive Officer, West Pharmaceutical Services, Inc., Exton, PA Cynthia Y. Paige 83, Medical Director, Cypress Health Institute of NJ LLC, Montclair, NJ Pamela S. Passman 83, President and CEO, Center for Responsible Enterprise and Trade (CREATe), Washington, DC Stephen D. Pryor 71, Former President, ExxonMobil Chemical Company, Houston, TX David A. Reif 68, Partner, McCarter & English, Hartford, CT J.B. Reilly 83, President, Landmark Communities, Bethlehem, Pa. and City Center Investment Corp., Allentown, PA A-4

37 Lafayette College Board of Trustees Academic Year Leo A. Helmers 87, LMZ Partners, Radnor, PA George M. Jenkins 74, President, Merritt Capital Inc., St. Davids, PA Harold N. Kamine 78, Chief Executive Officer, KDC Solar LLC, Bedminster, NJ Nancy J. Kuenstner 75, (Secretary, Board of Trustees) Partner, Saddle Shoe Partners, New York, N.Y., President, City Center Investment Corp., Allentown, PA Barbara Levy 77, Former Executive Vice President, Merchandising, Ross Stores, Inc., New York, NY Claudine D. Lilien 90, Senior Vice President, FOX Networks, New York, NY S. Kent Rockwell 66, Chairman and CEO, Rockwell Venture Capital, Pittsburgh, PA David M. Roth, Esq. 70, Partner, SouthOcean Capital Partners, LLC, Ft. Lauderdale, FL Robert E. Sell 84, (Vice Chair, Board of Trustees), Group Chief Executive, Communications, Media and Technology, Accenture, Florham Park, NJ Sylvia Daniels Weaver 75, President, Sensei Leadership Development, Charlotte, NC Wynne A. Whitman, Esq. 86, Partner, Schenck Price Smith & King LLP, Florham Park, NJ Alvin M. Yearwood 83, Acting Justice, New York State Supreme Court, Bronx, NY Administration The Board of Trustees appoints the President of the College. The President is responsible for the administration and day-to-day management of College operations. Assisting the President in administration are the Provost and Dean of the Faculty, the Vice President for Campus Life, the Vice President for Finance and Administration & Treasurer, the Vice President for Development and College Relations, the Vice President for Human Resources & General Counsel, the Vice President for Information Technology Services & Chief Information Officer, the Vice President & Liaison to the Board of Trustees, Vice President for Enrollment Management, the Chief Investment Officer and the Vice President for Communications. The principal administrative officers of the College are as follows: Alison R. Byerly, Ph.D., President Alison Byerly is Lafayette College s 17th president and the first woman to hold the office. Since her inauguration in October 2013, President Byerly has emphasized the opportunity offered by Lafayette s distinctive integration of liberal arts and engineering to position the College as a leader of transformational change in higher education. In November 2014, under President Byerly s leadership, Lafayette launched the public phase of the $400-million Live Connected, Lead Change campaign. The most ambitious fundraising effort in the College s history, Live Connected, Lead Change seeks to strengthen the connections between liberal arts and engineering to better educate students to meet society s increased demand for science and technology while preparing them to think critically and creatively. The campaign also seeks to foster A-5

38 innovation in teaching and learning and to support a campus community that creates lifelong connections among students and gives them the intellectual and social skills they need to succeed. As one of her first campus-wide initiatives, President Byerly led the creation of Connected Communities, a program connecting residence life to academic interests and student advising in order to support students academic and developmental needs in an integrated and holistic manner. New students are assigned to one of five Commons, each named for one of the five ships of the Marquis de Lafayette, which serve as the foundation for their first-year experience. A variety of Commons-based programs throughout the students first and second years strengthen bonds of friendship, create opportunities for intellectual engagement, and give students the experience of living and learning together in a diverse community. President Byerly earned a bachelor s degree with honors in English at Wellesley College and a master s degree and Ph.D. in English at the University of Pennsylvania. She is the author of many scholarly articles and two books Are We There Yet? Virtual Travel and Victorian Realism, published in 2012 by the University of Michigan Press, and Realism, Representation, and the Arts in Nineteenth- Century Literature, published by Cambridge University Press in 1997 and reissued in paperback in She has also spoken and written extensively on liberal arts education, digital scholarship, and the impact of technology on higher education. Before becoming Lafayette s president, Byerly served for 13 years in various leadership positions at Middlebury College, including provost and executive vice president. A member of the Middlebury faculty from 1989 through 2013, she held an interdisciplinary appointment as college professor and served as a visiting scholar at MIT, Stanford, and Oxford. S. Abu Turab Rizvi, A.B., Ph.D., Provost and Professor of Economics Dr. Rizvi was named Provost in January 2015 after an extensive national search. Since arriving at Lafayette, Dr. Rizvi has led the academic division in devising a system of assessing student learning, chaired working groups that proposed the enrollment expansion and faculty support aspects of the College s strategic direction and begun an academic planning process. Additionally, Dr. Rizvi is the College s Chief Academic Officer and serves on the Board of Trustees Committee on Educational Policy. Prior to joining Lafayette, Dr. Rizvi was Dean of the Honors College at the University of Vermont and Visiting Scholar at Harvard s Graduate School of Education. An economist, Dr. Rizvi received his degrees from the New School for Social Research (Ph.D.) and Vassar College (A.B.). Annette Diorio, B.S.E., M.Ed., Ed.D., Vice President for Campus Life Dr. Annette Diorio was appointed the Vice President for Campus Life in September Dr. Diorio joined Lafayette College in February 2000 as Assistant Dean of Students and Director of Residence Life. Dr. Diorio has held several positions within the division of campus life including Associate Dean and Dean of Students. Dr. Diorio has more than 30 years of experience in higher education including eight years as Assistant Dean of Students/Director of Residence Life at Missouri Western State College. Prior to working at Missouri Western, Dr. Diorio worked in residence life for six years at two campuses within the State University of New York system. Dr. Diorio has developed and taught courses including first year seminars at Lafayette College, Missouri Western State College and SUNY Brockport. Dr. Diorio received her bachelor s degree (B.S.E) from the State University of New York at Cortland, master s degree (M.Ed.) from St. Lawrence University and doctoral degree (Ed.D.) from the University of Kansas. A-6

39 Roger Demareski, B.S., M.B. A., Vice President for Finance and Administration & Treasurer Mr. Roger Demareski was appointed as the College s Vice President for Finance and Administration & Treasurer in November Prior to joining Lafayette, Mr. Demareski served as Associate Vice President for Facilities Operations at Princeton University since Before arriving at Princeton, Mr. Demareski spent eight years at Seton Hall University as Associate Vice President for Administration following ten years with the Turner Construction Company. Mr. Demareski holds a degree in Civil Engineering from Villanova University and an M.B.A. from Seton Hall University. Kimberly A. Spang, Vice President for Development and College Relations Ms. Kimberly A. Spang was named to Vice President for Development and College Relations in She oversees the offices of development, alumni relations, and career services. Ms. Spang has served at Lafayette in various development positions, including: Associate Vice President of Development ( ), Associate Director of Development and Director of the Annual Fund ( ) and Assistant Director of Major Gifts ( ). Ms. Spang is a member of CASE (Council for Advancement and Support of Education) and STAFF (Schools Sharing the Annual Fund Fundamentals). Ms. Spang is a recipient of the CASE Circle of Excellence Award Program for Education Fundraising. Prior to joining Lafayette, Ms. Spang served as an Admissions Counselor for DeSales University from 2002 to Before DeSales, she served as a senior sales and marketing manager for the Walt Disney Company. Ms. Spang earned her B.S. in Business Administration from Kutztown University. Leslie F. Muhlfelder, A.B., J.D., Vice President for Human Resources and General Counsel; Adjunct Instructor in Government and Law Ms. Leslie F. Muhlfelder was appointed to the Vice President for Human Resources and General Counsel position in Ms. Muhlfelder has also taught in Lafayette s Department of Government and Law. Ms. Muhlfelder received her A.B. in Economics from Lafayette College in 1981 and her J.D. degree in 1984 from the Georgetown University Law Center, where she was a member of the Georgetown Law Journal. Prior to joining Lafayette, Ms. Muhlfelder served as Associate University Counsel at Temple University ( ) and was an associate with the Philadelphia law firm of Ballard Spahr LLP ( ), representing clients in federal and state court litigation. John O Keefe, A.B., Vice President for Information Technology Services & Chief Information Officer Mr. John O Keefe was appointed as the College s first Chief Information Officer in September He held several positions in Lafayette s Information Technology division for the past 11 years including Instructional Technologist, Director of Academic Technology and Network Services, and Senior Director of Information Technology Services. Mr. O Keefe is also involved in the classroom, periodically team-teaching production classes for the Film and Media Studies Program. Prior to returning to Lafayette, Mr. O Keefe worked as a network engineer in New York City and Philadelphia, Pennsylvania. Mr. O Keefe graduated from Lafayette in 1996 with a double major in American Studies and Music. A-7

40 James F. Krivoski, B.S., M.S., Ed.S., Ed.D., Vice President and Liaison to the Board of Trustees Dr. James F. Krivoski joined the College in 1985 as Assistant Dean of Students and Director of Student Residence. Dr. Krivoski was appointed Dean of Students in November Later, Dr. Krivoski was appointed Vice President of Student Life, where he was responsible for student cocurricular programming and athletics, among other areas. In 2009, Dr. Krivoski moved into his current position in which he supports the work of the President and the Board of Trustees. Prior to joining the College, Dr. Krivoski was employed in various positions by James Madison University, the University of Wisconsin-Stevens Point and St. Bonaventure University. He received his B.A. and M.S. degrees from Shippensburg State College, his Ed.S. degree from James Madison University, and his Ed.D. degree from Columbia University. Dr. Krivoski has published several higher education articles and has taught at James Madison University, Columbia University, and Lafayette. Dr. Krivoski is active and has held leadership positions in several professional and community service organizations, including most recently the Board of the Boys and Girls Club of Easton and the Chamber of Commerce of Forks Township. Gregory V. MacDonald, Vice President for Enrollment Management Mr. MacDonald joined Lafayette College as Dean of Admissions and Financial Aid in He was appointed Vice President for Enrollment Management in 2014, providing leadership for admissions, financial aid and retention. Prior to joining Lafayette, Mr. MacDonald led enrollment efforts for eleven years at the University of Rochester ( ); first as Director of Admissions in The College, then as Executive Director of Admissions & Administration at the Simon School of Business. He began his professional career at Case Western Reserve University in Cleveland, OH ( ). He completed his undergraduate studies at Carleton University in 1990, and his Masters of Science in Higher Education Administration at Syracuse University in Joseph S. Bohrer, Chief Investment Officer Mr. Joseph S. Bohrer was named the College s first Chief Investment Officer in July of 2014 after an extensive national search. In addition to management of the College s investment assets, Mr. Bohrer was charged with establishing and staffing the College s Investment Office in New York City. Mr. Bohrer s prior experiences include investment director at the Alfred P. Sloan Foundation and various positions with J.P. Morgan s institutional asset management division. Mr. Bohrer holds a B.A. degree in English Literature from Columbia College and an M.B.A. with a concentration in Finance from the Stern School of Business at New York University. Mark Eyerly, M.S., Vice President for Communications Mr. Mark Eyerly joined Lafayette College as vice president for marketing and communications in October Mr. Eyerly s responsibilities include strengthening the College s brand position and raising its visibility among multiple constituencies. Mr. Eyerly previously served as the chief communications officer at Temple University, the law school at the University of Pennsylvania, the business school at Drexel University, and the William Penn Foundation. Earlier in his career Mr. Eyerly was a writer, editor and director at Cornell University after beginning his career as a newspaper reporter. Mr. Eyerly holds an M.S. in organizational dynamics from the University of Pennsylvania and a B.A. in journalism from Temple University. A-8

41 Robin Rinehart, B.A., M.A., Ph.D., Dean of the Faculty & Chief Diversity Officer Dr. Robin Rinehart was appointed Dean of Faculty in 2014 and Chief Diversity Officer in Dr. Rinehart s responsibilities include faculty hiring, mentoring, and development. The Center for the Integration of Teaching, Learning, and Scholarship and the Office of International and Off-Campus Education report to her. Dr. Rinehart joined the Lafayette faculty in 1991 and has served as Religious Studies department head and Asian Studies program chair. She holds a B.A. in Comparative Religion and an M.A. in South Asian Studies from the Henry M. Jackson School of International Studies at the University of Washington and a Ph.D. in Religious Studies from the University of Pennsylvania. Her research has focused on religious literatures of the Punjab and north India, with particular interests in hagiography and shared themes in Hindu, Sikh, and Sufi texts. Campus Facilities The College s main, arts, and support campuses combined have approximately 91 academic, residential, and student activity buildings as well as tennis courts, playing fields and an outdoor stadium. An additional 165 acres north of the main campus support the College s athletic and outdoor recreation programs. At the center of the main campus is the Skillman Library, a three-story building that was expanded in 1987 and again in 2004, containing more than 600,000 print volumes and modern computer facilities and classrooms accessible to students. In addition to the Skillman Library, there are 30,000 volumes related to government and law housed in the Fred Morgan Kirby Library. Together, the two libraries subscribe to thousands of magazines, journals, and newspapers in electronic and paper formats and an extensive array of electronic databases and books, accessible both on and off campus. The major instructional facilities are centrally located. They include Pardee Hall, built in 1872, which is the teaching center for the humanities, social sciences and mathematics. Oechsle Hall was renovated in 2000 and is now the teaching center for psychology and neuroscience. The Kirby Hall of Civil Rights, built in 1929, houses the Department of Government and Law and the Fred Morgan Kirby Library. The Hugel Science Center, in which chemistry and physics education is concentrated, was completed in The engineering program is centered in a group of three buildings known as the Acopian Engineering Center. Other major academic buildings include the William E. Simon Center for Economics and Business Administration, Kunkel Hall which houses the Biology Department, Van Wickle Hall for Geology, and the Ramer House, a former fraternity house converted in 2006 to the home of the History Department. A more recent building addition to Lafayette s campus is the Oechsle Center for Global Education, a three-story academic building containing classrooms, seminar rooms, a resource center, offices and support spaces. The building contains smart learning spaces that provide state-of-the-art displays, conferencing and communication tools, and houses the Department of Anthropology and Sociology, International Affairs and Area Studies offices (African, Asian, Latin American, Russian and East European). The Williams Center for the Arts on the main campus houses the music, art and theatre programs. Lafayette College s Williams Arts Campus, is situated along North Third Street in Easton at the base of College Hill. This complex of buildings complements the existing Williams Visual Arts Building and an outdoor plaza area, the Ahart Family Plaza, and serves as a gateway between the College Hill area and downtown Easton. The William Arts Campus provides recently renovated space for the College s Film and Media Studies and Theater programs, including rehearsal space, studios, classrooms and faculty A-9

42 offices. The newly constructed William C. Buck Hall houses the Weiss Black Box Theater, the Landis Cinema, classroom space, scene and costume shops and other support spaces. The primary athletic and recreational facilities on the main campus are the Allan P. Kirby Sports Center, which includes a climbing wall, sports courts, indoor tracks and swimming and diving facilities, among other features, and Fisher Stadium, a 13,000-seat outdoor facility completed in During the spring and summer of 2016, the Weinstein Natatorium was significantly renovated. The College also owns a 165-acre tract of land, known as Metzgar Fields, located approximately three miles from the main campus. About 80 acres have been developed as athletic playing fields, indoor training facilities and outdoor training facilities with the remaining acreage available for possible expansion. In 2011, the Morel Field House opened, located at the Metzgar Field Complex, featuring indoor pitching mounds, indoor batting cages and an area for video analysis. Most students enrolled at the College live on-campus in 34 residential facilities or in Collegeowned housing. T h e College owns approximately 101 off-campus homes, mostly located contiguous to the campus, providing additional residential spaces. These properties are primarily rented by the College to students, faculty and staff. In 2012, the College collaborated with a private development firm and constructed a new residential building for students on March Street in Easton, approximately one block from the main campus. The four-story building of twelve apartments houses 31 students. The College owns the land; the building is owned by the developer and leased to the College for use by its students. The College guarantees the developer s loan. The College is currently reorganizing administrative spaces in order to improve efficiency on campus. Staff members who do not regularly interface with student or faculty are being relocated to less central facilities near campus. The Offices of Public Safety and Facilities Operations will be housed at the intersection of Dietrich and Bushkill Drive, forming the College s Bushkill Campus, thereby freeing up core space for student and academic needs. The Bushkill Campus also provides for additional parking. Information Technology, Communications, Admissions Operations and the Center for Community Engagement moved to leased office space in the Alpha Building on Center Square in downtown Easton. This move opened space in Markle Hall, Skillman Library and Feather House for more student-centered activities. The 2017 Bonds will finance the construction of a $75 million Integrated Sciences Center and the replacement of the College s electrical grid. The Integrated Sciences Center (ISC) will be a transformational space for science at Lafayette College. This 100,000-square-foot building will feature state-of-the-art teaching and research facilities that will support the academic needs and accomplishments of faculty and students in biology, computer science, environmental science, environmental studies, and neuroscience. The College expects that the ISC will spur interaction and interdisciplinary collaboration among these programs and between them and the rest of the campus. Its flexible, reconfigurable classrooms will accommodate a wide range of pedagogical styles. The ISC will house centers for Innovation, Design, Entrepreneurship, and Leadership; sustainability; and STEM. The College has applied for all permits, licenses and other approvals required for the construction of the ISC building, and the College expects to receive such permits, licenses and other approvals in due course. A-10

43 Long-Range Plan In February 2016, the Board of Trustees approved a strategic agenda for the College, which articulates a set of initiatives that the College seeks to fund and implement over the next five to ten years. The College intends to grow the size of the student body to 2,850 2,900 students to enhance competitiveness by allowing increased course offerings and further increase the quality and diversity of the student body. Specifically, the College seeks to: (a) expand its financial aid resources to improve access and affordability, with the goal of becoming a college that can admit the most qualified students regardless of their family s financial means, (b) enhance faculty recruitment and retention through competitive salaries, (c) build the new Integrated Sciences Center, and (d) construct new housing to support the enrollment goals. The College is committed to perpetuating a responsible financial plan that aligns with the College s strategic initiatives. Key implementation strategies embedded in the strategic agenda include: (a) address current needs and initiatives through the normal budget process, (b) transfer funds within the existing merit based financial aid program to need-based, (c) allocate a portion of the annual tuition increase to need-based financial aid, (d) increase endowed funds supporting need-based financial aid, and (e) gain operational efficiency through growth, best practices, benchmarking, and management discipline. The College s central strategy is to expand the student body over the next eight to ten years. The College will build on its high level of admissions demand to grow enrollment by 350 to 400 students through a carefully managed process that will create an even more diverse and talented student body. To maintain or improve the student to faculty ratio, the College will also add 35 to 40 new faculty positions and enhance faculty recruitment and retention through competitive salaries. The additional faculty will improve inter-disciplinary programming and diversity. Student Enrollment The full-time equivalent for Fall 2016 semester was 2,520 students. The following table shows the College s fall semester enrollments for the academic years through : Fall Semester Student Enrollment Academic Year Full- Time Part- Time Total Headcount FTE , ,488 2, , ,486 2, , ,503 2, , ,533 2, , ,550 2,520 The College s freshman-to-sophomore-retention rate is consistently high; the following table presents the first-time freshman retention after one year for the past five fiscal years: Freshman Retention After One Year (%) Fall 2012 Fall 2013 Fall 2014 Fall 2015 Fall A-11

44 Student Applications Admissions staff evaluate students seeking admission under policies established by the Faculty Committee on Enrollment Planning. Applicants are reviewed individually for academic achievement and academic potential by assessing strength of curriculum, academic performance, secondary school recommendations, the nature and extent of extracurricular participation, character and personal qualifications and interest in the College. Successful applicants are those judged most likely to prove academically and personally successful and to benefit most from the Lafayette experience. The College endeavors to admit students who have a diversity of talents and backgrounds. For the academic year, the College received 8,123 applications for the Class of 2020, a 9% increase over the previous year s applications. Of the total applications, 2,298 applicants were admitted and 649 students enrolled. The acceptance rate was 28% and the College s yield or matriculation rate (the percentage of freshmen enrolled as compared to the total applicants accepted) was 28%. Mean SAT scores (critical reading and math) were 1,287 for Fall The writing component of the new SAT is not included with the College s official profile data. The following table shows student demand information for the last five academic years: Application, Acceptance and Matriculation Information Academic Year Freshman Applications Freshman Accepted Acceptance Rate Freshman Enrolled Matriculation Rate Enrolled Mean SAT Score (1) ,660 2,297 34% % 1, ,766 2,310 34% % 1, ,796 2,319 30% % 1, ,465 2,258 30% % 1, ,123 2,298 28% % 1,288 (1) Critical Reading and Math Fifty-four percent of the Fall 2016 first-year student class were female and 18% were domestic students of color. Roughly 50% of the class enrolls via early decision, and 50% of enrolled students from recent classes are drawn from outside the College s tri-state market. The College has received approximately 8,440 applications for the class of 2021 through March 15, This is the fifth record pool in six years, and a 27% increase in applications since and a 50% increase in applications since receiving 5,635 applications for academic year The enrollment target for the academic year is students. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-12

45 Student Geographic Distribution In Fall, 2016, approximately 58% of the College's students came from the Mid-Atlantic states, Delaware, Maryland, New Jersey, New York and Pennsylvania down from 68% in Fall 2012, reflecting the College s efforts to diversify its geographic draw. Forty-six percent of the Fall 2016 students reside outside of New York, New Jersey and Pennsylvania, the College s traditional drawing area, compared to 36% of the Fall 2012 class. The Fall 2016 student class included 264 international students representing 59 countries. The following depicts the geographic origin of the College's full time students for the past five years: Tuition and Fees Fall Enrollment by Geographic Region Region Northeast 13% 14% 14% 14% 15% Mid-Atlantic States 68% 66% 63% 60% 58% South States 4% 4% 4% 5% 5% Midwest States 4% 4% 4% 5% 4% Southwest 1% 1% 1% 1% 1% West States 3% 4% 4% 5% 5% Northwest 1% 1% 1% 1% 1% International 5% 6% 8% 9% 10% Unknown 1% 0% 1% 0% 1% # States # International countries Tri-state 64% 62% 59% 56% 54% The College s tuition rates and other student costs are comparable to colleges and universities offering similar programs with which it competes. While the College sets its tuition and other costs independently, it maintains a price structure within a competitive range compared to such other institutions. For the indicated academic years, full-time students at the College have been and are charged tuition and fees as follows: Academic Year Tuition and Fees Room Tuition & Board (1) Student Fees (2) Total $41,920 $12,708 $360 $54, ,580 13, , ,230 13, , ,590 13, , ,450 14, ,355 (1) Room and Board assumes a standard room and a 20-meal-per-week board plan. (2) Excluding a one-time matriculation fee applicable to first year or new students only of $750. A-13

46 The Academic Year 2018 tuition and fee rates for new and continuing students will be $50,400 and $15,040 for room and board. Comparable Institutions The College competes with many other colleges and universities for qualified applicants. Decisions to apply and enroll at Lafayette are based, in part, on the perceived quality of the academic programs offered, the related cost and the availability of financial aid. Some of the College s significant competitors are listed, together with the College, in the following table, presented per the reported total charges for tuition, fees, room and board charged by each of those institutions for most first-year, full-time students for the academic year: UNION COLLEGE SURVEY* TUITION & FEES PLUS ROOM & BOARD ($) Academic Year Sarah Lawrence College 66, Hamilton College 64, Haverford College 66, Skidmore College 64, Trinity College 66, Lafayette College** 64, Amherst College 66, Carleton College 64, Dartmouth College 66, Colby College 64, Oberlin College 66, Dickinson College 63, Tufts University 65, Wellesley College 63, Barnard College 65, Smith College 63, Vassar College 65, Swarthmore College 63, Williams College 65, Bowdoin College 63, Brandeis University 65, Kenyon College 63, Rensselaer Polytechnic 65, Davidson College 61, Franklin & Marshall 65, Princeton University 61, Hobart & William Smith 65, Lehigh University 61, Boston University 65, Denison University 60, University of Rochester 65, Grinnell College 60, Colgate University 65, Worcester Polytechnic 60, Connecticut College 65, Clarkson University 60, Bucknell University 64, Mount Holyoke College 59, Brown University 64, Washington & Jefferson 56, Wesleyan University 64, Hartwick College 54, St. Lawrence University 64, Clark University 51, Union College 64,374 *Sources: The Comparative Tuition, Room and Board Survey from Union College, Table VII, **Including the one-time $750 matriculation fee assessed for first year or new students A-14

47 Student Financial Aid The College is committed to being accessible to all students based on merit and need. The College has greatly increased the availability of financial aid over the past decade. The ability to attract qualified students from underrepresented groups is enhanced significantly through the availability of financial aid and scholarships to students in need. Lafayette places a priority on financial aid to ensure a diverse student body that brings a variety of talents and experiences to the educational community. Approximately 50% of students at Lafayette receive College-funded grant or scholarship support. Approximately 62% of students receive financial aid through institutional, private, federal and state programs. Need-based financial aid is usually in the form of a package, which includes grants, loans and work opportunities. In fiscal 2016, Lafayette students received over $40 million in scholarships and financial aid grants. The following table shows the sources of financial aid funds provided to students of the College for the past five fiscal years: Sources of Financial Aid (dollars in thousands) Fiscal Year Institutional grants and scholarships $ 28,421 29,422 30,791 33,119 32,011 Sponsored grants and scholarships (1) 7,368 7,257 7,403 7,254 8,030 $ 35,789 36,679 38,194 40,373 40,041 Tuition Discount 36% 35% 35% 36% 34% (1) Includes supplemental educational opportunities grants, restricted gifts and endowment support Employees As of July 1, 2016, the College employed approximately 755 full-time personnel in academic, professional, administrative, clerical and service positions. The table below sets forth the full-time positions at the College for the past five fiscal years: Faculty, Lecturers, and Instructors Administrative and Professional Staff Clerical and Secretarial Maintenance, Security, and Service Staff Total Academic Faculty Lafayette faculty members are committed teachers and active scholars. The College fosters close student-faculty interaction. Under the Statutes of the College, all faculty members are encouraged and expected to take an active part in all aspects of College life and governance. The Faculty is responsible for establishing courses of study, requirements for admission and conditions for graduation. Within the Statutes of the College and the mandates of the Board, the Faculty provides for its own governance. At least one faculty member also serves on each standing committee of the Board other than the Compensation Committee. A-15

48 As of Fall 2016, Lafayette s faculty was composed of 229 full-time members and 47 part-time members. Like many colleges and universities throughout the United States, the College awards tenure to the most distinguished of its faculty. Approximately 62% of the full-time faculty is currently tenured. Approximately 98% of the full-time faculty holds doctorate or appropriate equivalent degrees in their subject areas. The student to faculty ratio is approximately 10.3:1. The table below provides the number of full or part-time faculty as of Fall 2016: Faculty Information for Fall 2016 Semester Total Employed Terminal Degree Tenured Full-Time Faculty Full Professors Associate Professors Assistant Professors Instructors/Lecturers/Other Subtotal Part-Time Instructors/Lecturers/Other Total Note: Counting methodology used is that defined by the Common Dataset Labor Relations with College Employees Lafayette has a collective bargaining agreement in effect with the Office and Professional Employees International Union ( OPEIU ), Local #32. The unit is composed of approximately 96 fulltime and regular part-time office and library employees plus technical and service employees at the College. The current contract covers the period beginning on July 1, 2014 and ending June 30, The College will be negotiating a new agreement with the OPEIU spring of Historically, labor relations have been relatively good. To date, there never has been a strike at the College. In February, an election was held to organize the College s police, security officers, and dispatchers. The Law Enforcement Officers Security Unions filed a petition to organize and the International Union, Security, Police and Fire Professionals of America intervened in the election to provide employees with a choice of unions. The employees voted for no union representation and no union was recognized. Retirement Plan and Other Post Retirement Benefits The College has a defined contribution retirement plan (the Lafayette College Retirement Plan or the Plan ) which covers essentially all employees. The Plan qualifies under Section 403(b) of the Internal Revenue Code and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ( ERISA ). The College contributes an amount equal to a percentage of each eligible employee s salary and is funded concurrently. The College s contributions to the Plan were approximately $5.1 million for each of fiscal years 2016 and A-16

49 Full-time employees hired before July 1, 1996 with continuous employment thereafter are eligible for medical postretirement benefits. The College accrues expected medical postretirement benefits over each employee s years of employment. This postretirement benefit commitment creates a future obligation and an annual expense. The obligation, as actuarially calculated, stood at $51.3 million and $52.34 million at June 30, 2016 and 2015, respectively. The annual benefit cost was approximately $3 million and $2.9 million in fiscal years 2016 and 2015, respectively. Accounting Matters and Recent Financial Information The College s financial statements as of and for the year ended June 30, 2016 are prepared in accordance with United States Generally Accepted Accounting Principles and, together with the related notes to financial statements and the report of CliftonLarsonAllen LLP, the College's independent public accountants, are included in Appendix B to this Official Statement. The College's financial statements are presented in accordance with the Accounting Standards Codification (ASC) 958, Not-for-Profit Entities which establishes standards for external financial reporting by not-for-profit organizations. ASC 958 requires the presentation of the statements of the College as a whole and with balances and transactions presented according to the existence or absence of donorimposed restrictions. Accordingly, resources are reported for accounting purposes, in separate classes of net assets based on the existence or absence of donor-imposed restrictions. Permanently restricted net assets are subject to donor-imposed restrictions that they be maintained permanently by the College. Generally, the donors of these assets permit the College to use all or part of the income earned on related investments. Temporarily restricted net assets are subject to donor-imposed restrictions that can be fulfilled by actions of the College pursuant to those restrictions or that expire by the passage of time. Unrestricted net assets are not subject to donor-imposed restrictions. Unrestricted net assets may be designated for specific purposes by action of the Board of Trustees. CliftonLarsonAllen LLP has not been engaged to perform and has not performed, since the date of its report included in Appendix B, any procedures on the financial statements addressed in that report. CliftonLarsonAllen LLP also has not performed any procedures relating to this Official Statement. The College believes that there has been no material adverse change to the financial condition or operating performance of the College since June 30, 2016, the most recent date for which audited financial statements are available. The following financial summaries have been compiled from the audited financial statements of the College and other analyses and schedules prepared by the College. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-17

50 The College s Statement of Financial Position for each of the past five years ending June 30, were as follows: STATEMENT OF FINANCIAL POSITION June 30 (dollars in thousands) ASSETS (1) 2015 (1) 2016 Cash and Cash Equivalents $ 46,236 62,308 55,761 19,629 20,024 Short-Term Investments 1,966 1,555 12,775 9,066 8,840 Accounts and Loans Receivable, Net 6,149 5,502 6,074 5,230 5,118 Contributions Receivable and Bequests, Net 10,390 12,813 11,144 15,773 19,415 Prepaid Expenses and Other 3,957 1,964 2,499 2,976 3,653 Deposits with Bond and Other Trustees 12,140 4,407 14,643 7,999 6,495 Long-Term Investments 668, , , , ,259 Deferred Charges, Net 1,295 1,198 1, Land, Buildings and Equipment, Net of 255, , , , ,285 Depreciation Total Assets $ 1,006,873 1,068,648 1,206,510 1,194,965 1,169,089 LIABILITIES Accounts Payable and Accrued Expenses $ 9,748 10,512 11,015 10,295 9,968 Deposits and Deferred Revenues 7,846 6,767 5,125 6,023 5,363 Funds Held For Others ,493 2,590 Annuities Payable 20,631 19,983 30,741 28,443 22,363 Postretirement Benefits 46,459 45,446 50,455 52,368 51,253 Federal Student Loans Refundable 2,025 2,041 2,063 2,120 2,142 Interest Rate Hedge/Swap Agreements 20,201 14,406 14,392 14,433 19,801 Conditional Asset Retirement Obligation 1,576 1,561 1,627 1,430 1,651 Capitalized Lease Obligations 2,867 3,274 3,052 3,201 4,644 Bonds Payable, Net 170, , , , ,842 Total Liabilities $ 281, , , , ,617 NET ASSETS Unrestricted $ 223, , , , ,031 Temporarily Restricted 236, , , , ,806 Permanently Restricted 265, , , , ,635 Total Net Assets $ 725, , , , ,472 Total Liabilities and Net Assets $ 1,006,873 1,068,648 1,206,510 1,194,965 1,169,089 (1) As restated [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-18

51 The College s Statement of Activities for each of the past five years ending June 30, were as follows: STATEMENT OF ACTIVITIES June 30 (dollars in thousands) (1) 2015 (1) 2016 OPERATING REVENUES Gross Tuition and Fees $ 100, , , , ,247 Scholarships and Fellowships (35,788) (36,680) (38,194) (40,373) (40,041) Net Tuition and Fees 64,666 68,226 70,718 73,204 78,206 Sales and Service of Auxiliaries 27,340 27,762 28,762 29,906 31,997 Government Grants 567 1,778 1,539 1,628 1,316 Private Gifts and Grants 8,071 9,587 9,352 9,228 8,268 Endowment Support 30,450 31,071 31,787 33,526 36,255 Other 3,408 3,679 3,487 4,412 3,515 Total Operating Revenues $ 134, , , , ,557 OPERATING EXPENSES Instruction $ 49,510 53,107 55,803 57,852 59,281 Public Service Research 643 2,047 1,915 2,036 1,694 Academic Support 16,335 14,869 11,525 12,051 11,501 Student Services 26,933 28,382 29,687 31,151 31,830 Institutional Support 20,862 22,232 25,537 26,647 27,427 Scholarships and Fellowships Auxiliary Services 21,941 22,655 23,034 23,021 26,923 Total Operating Expenses $ 136, , , , ,656 Change in Net Assets from Operating Activities $ (1,909) (1,317) (1,857) (854) 901 Change in Net Assets from Non-Operating Activities $ (23,921) 70,910 99,703 (10,812) (25,392) Change in Net Assets $ (25,830) 69,593 97,846 (11,666) (24,491) (1) As restated [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-19

52 Operating performance, including unrestricted, temporarily restricted and permanently restricted net assets, and operating surplus available for debt service for each of the past five fiscal years ending June 30, were as follows: Change in Nets Assets from Operating Activities June 30 (dollars in thousands) Operating Revenue $ 134, , , , ,557 Less Operating Expense 136, , , , ,656 Operating Surplus (Loss) (1,909) (1,317) (1,857) (854) 901 Operating Contribution Margin -1.4% -0.9% -1.3% -0.6% 0.6% Add back Interest 7,348 7,222 8,887 9,508 9,752 Add back Depreciation 13,273 13,576 13,360 13,882 14,730 Unrestricted Operating Surplus Available for Debt Service $ 18,712 19,481 20,390 22,536 25,383 Operating Cash Flow Margin 13.9% 13.7% 14.0% 14.8% 15.9% Total Net Assets $ 725, , , , ,472 Total FTE Student 2,441 2,455 2,452 2,465 2,505 Net Tuition Revenue $ 64,666 68,226 70,718 73,204 78,206 Per FTE Student $ 26,492 27,791 28,841 29,697 31,220 As a matter of practice, the College constructs balanced annual operating budgets. The operating budget is maintained on a modified accrual basis of accounting with revisions to the budget and projected year-end operating results reviewed with the Financial Policy Committee of the Board at each meeting, which occurs three or four times per year. These interim budget reports are indirectly comparable to audited financial statements that are prepared on a full accrual basis in accordance with generally accepted accounting principles. The College strives to maintain a state of financial equilibrium, defined as (a) a balanced operating budget that provides resources available for investment in College priorities; (b) preservation and enhancement of the physical plant; and (c) growth of its financial assets. The College s operating and capital budgets, long-range financial plan, investment management, and fund raising efforts are all directed toward maintaining an appropriate balance among these three objectives. The College has been successful in meeting these objectives. Operating budgets are balanced and, as noted in the capital budget discussion that follows, the College has committed additional resources to the preservation and enhancement of its buildings and campus. The endowment has grown despite the Great Recession and its subsequent challenges. The financial summary demonstrates healthy financial results throughout the past five fiscal years. The budget has generated positive operating cash flow margins of 14.5%, on average, over this period. Operating revenues grew, on average, 4.4% per year while operating expenses grew, on average, 3.8%. Total net assets have grown to $856 million, just over $131 million at an average annual rate of about 4.2% over this period. This growth is primarily due to strong operational performance, investment return, and fund raising. The College s budget for fiscal 2017 is balanced and is based on nearly $199 million of gross operating revenues, excluding over $43 million in financial aid. The budget incorporates a 4% tuition rate increase. The budget funds such strategic investments as academic quality, enrollment growth and financial aid and the enhancement of facilities. The budget is constructed conservatively and includes a contingency approximating 1% of operating revenue in anticipation of events beyond the College s A-20

53 control. The College continues to seek opportunities for efficiencies in operational structures and programs and to identify avenues for increased revenue. The College remains committed to ensuring its long-term fiscal health and making the appropriate investments to deliver strong academic programs at a competitive net price. Capital Budget The College develops its capital budget in the context of a facility master plan and a multi-year plan directed toward addressing critical maintenance and enhancing facilities. The College typically spends approximately $5 to $10 million annually from operating funds on major repair and renovation projects to ensure the integrity of the physical plant and address health and life safety issues. Additional special purpose projects may be funded through capital gifts, grants, and bond proceeds. Capital expenditures for the last five fiscal years follow. Capital Expenditures Dollars in Thousands ,591 13,758 17,662 26,582 27,193 The College s operating budget for fiscal 2017 reflects a $5.5 million appropriation for major building renovation and repair and an additional $14.5 million in the 2017 capital budget funded from gifts and prior year operating budget surpluses. Endowment As of June 30, 2016, the College s endowment and similar funds were valued at nearly $775 million. Endowment and Similar Funds include endowment funds as described and may also comprise deferred giving funds, which ultimately will become endowments, outside trusts, and pledges. The following table represents a summary of the components of endowment and similar funds: Endowment and Similar Funds June 30, 2016 (dollars in millions) Managed Endowment $733.2 Deferred giving 26.1 Outside trusts 3.4 Pledges 12.0 $774.7 The College s endowment is composed of approximately 1,400 individual funds established for a variety of purposes, including scholarships, professorships, prizes, faculty development, lectures and facility maintenance. Total managed endowment assets represent the investments controlled by the College and exclude deferred giving, funds held in trust by others and pledges. The total managed endowment includes funds that are pooled for investment purposes and funds that are separately invested at the direction of donors. Although investments are pooled, income and appreciation are maintained and recorded on an individual endowment fund level. The managed endowment was valued at $733.2 million as of June 30, As of December 31, 2016, the managed endowment was valued at $767.8 million. A-21

54 Managed Endowment Fair Value June 30 (dollars in millions) Like many educational and non-profit organizations, the College invests its endowment using diversified portfolios that place a greater emphasis on equity-based investments to achieve its long-term return objectives within prudent risk constraints. The endowment is diversified by asset class and within asset classes to limit the impact of large losses in individual investments or managers on the total portfolio. Assets may include stocks, bonds, mutual funds, hedge funds, private-equity investments, commodities and other asset classes and financial products. The College s investment portfolio is managed by its chief investment officer who serves under the auspices of the Board of Trustees Investments Committee. The following table sets forth the composition of the College s portfolio asset allocation: Managed Endowment Portfolio Asset Allocation by Percentage as of June 30, 2016 Cash and Cash Equivalents 5 Fixed Income 19 Equity 43 Hedge Funds 24 Real Estate 3 Private Equity Under the College s investment policy, as approved by the Board of Trustees, the endowment assets are invested in a manner that is intended to provide an average rate of return over time that exceeds the endowment spending rate plus inflation, defined as the Consumer Price Index, and related investment costs. The College relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized) and current yield (interest and dividends). Investments are primarily composed of equity, fixed income and alternative asset classes, which may include private equity, venture funds, real estate, commodities and absolute return strategies. The managed endowment returns for the fiscal years 2008 through 2016 were as follows: Managed Endowment Annual Return June % -4.8% -17.6% 13.2% 16.0% 1.3% 12.6% 14.4% 1.5% -0.8% The College s endowment spending policy is designed to provide a predictable flow of funds to support annual operations. The spending policy is intended to balance current spending needs and to preserve the endowment s future purchasing power. The College applies a 5% spending rate to a 36-month moving average of the endowment s fair value ending as of the previous December. The purpose of using a moving average is to smooth out wide A-22

55 fluctuations in the fair value of endowment investments. The Board of Trustees sets the spending rate during the College s annual budget process. When annual yield is insufficient to support spending appropriations, the balance is provided from accumulated investment appreciation. Special appropriations from the College s quasi-endowment are made for certain purposes in addition to the spending rate, as approved by the College s Board of Trustees, if determined to be appropriate. As of June 30, 2016, approximately 29% of the managed endowment value is quasi-endowment, 31% represents appreciation and the remaining 40% represents gift corpus. Private Gifts and Grants The following table shows the private gifts and grants presented on the College s financial statements for the respective years. Some of the amounts shown are in the form of unconditional pledges. Private Gifts & Grants (dollars in thousands) Annual Funds 8,071 9,587 9,352 9,228 8,268 Capital and Endowment 16,679 11,911 28,200 14,750 18,123 Total 24,750 21,746 37,552 23,978 26,391 In 2008, the College embarked on the quiet phase of a $400 million fundraising campaign. The campaign sought to fund construction and renovation projects to transform the College s physical campus, notably a new Integrated Science Center, and a new Arts Campus at the gateway to campus. Additionally, a significant campaign initiative was to increase the College s endowment particularly for financial aid and for 20 additional professorships. In Fall 2015 Lafayette played Lehigh University, for the 150th time, the longest rivalry in college football. The sold-out game was played at Yankee Stadium. Following Lafayette s 27 to 7 victory, the public phase of the campaign was launched in Fall 2014 as the campaign reached 60% of its goal. As of January 31, 2017, the College had raised $336.8 million towards its goal. The campaign is expected to be successfully concluded in June Beyond this campaign, the College anticipates adopting a continuous fundraising effort for student financial aid to increase the access and affordability of a Lafayette education. Recently, the Lafayette community made a powerful show of support for the College on March 9, 2017 when over 1,000 donors responded to the President's Challenge. The College surpassed its $1 million fundraising goal for the day. This successful launch of the President's Challenge for Financial Aid, a mini-campaign within the context of the College s capital campaign, helps set Lafayette on a course that will solidify its standing among the nation's best liberal arts colleges and provide opportunity for promising students. The College s alumni participation rate for fiscal 2016 was 29 percent. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-23

56 Property, Plant and Equipment Land, plant and equipment had a net book value of $293 million as of June 30, The following table sets forth cost and net carrying value (after accumulated depreciation) for the College s property, plant and equipment: Insurance Property, Plant & Equipment (dollars in thousands) Cost 450, , , , ,731 Net Carrying Value 255, , , , ,285 The College maintains approximately $814 million in blanket replacement coverage on all of the College s facilities and contents covering fire, vandalism and service interruption, and such other risks as generally are included in an extended coverage endorsement. Outstanding Indebtedness As of June 30, 2016, the College had $192.8 million in long-term indebtedness relating to taxexempt and taxable bonds, net of bond discounts and premiums. Long-term debt consisted of the following as of June 30, 2016: Outstanding Indebtedness Chart as of Fiscal Year End (dollars in thousands) Northampton County General Purpose Authority Variable Rate Revenue Refunding Bonds, Series 2003, bearing a weekly variable market interest rate paid monthly, principal payment due in Interest rate at June 30, 2016 is 0.43%. The bonds are subject to an interest rate swap agreement. $ 10,190 $ 10,190 Northampton County General Purpose Authority Variable Rate Revenue Bonds, Series 2006, bearing a weekly variable market interest rate paid monthly, with principal payment due in Interest rate at June 30, 2016 is 0.43%. The bonds are subject to an interest rate swap agreement. 11,000 11,000 Northampton County General Purpose Authority Refunding and Revenue Bonds, Series 2008, 3.25% to 5%, principal payments due in 2017, 2018, 2019, 2027 and ,955 95,205 Northampton County General Purpose Authority Variable Rate Revenue Refunding Bonds, Series 2010A, principal payments due in 2030, bearing a weekly variable market interest rate paid monthly. The interest rate at June 30, 2016 is 0.42%. The bonds are subject to an interest rate swap agreement. 22,290 22,290 Northampton County General Purpose Authority Revenue Bonds, Series 2010B, 5%, with principal payments due in ,000 4,000 A-24

57 Outstanding Indebtedness Chart as of Fiscal Year End (dollars in thousands) Northampton County General Purpose Authority Refunding and Revenue Bonds, Series 2013A, 4.25% to 5%, with principal payments due in 2032 and ,715 33,715 Northampton County General Purpose Authority Taxable Refunding and Revenue Bonds, Series 2013B, 5.9%, with principal payment due in ,680 15,680 Par Value 191, ,080 Unamortized Premium 2,289 2,467 Unamortized Bond Issuance Costs (1,277) (1,351) Total Bonds Payable, Net $ 192,842 $ 193,196 The College intends to refund, on an advance basis, the 2008 Bonds maturing November 1, 2027 and November 1, 2034 with a portion of the proceeds of the 2017 Bonds. The College has Standby Bond Purchase Agreements with various financial institutions to purchase the College s variable rate demand obligations in the event they cannot be remarketed. An overview of the College s Standby Bond Purchase Agreements are included below. Standby Bond Purchase Agreements Bond Series Financial Institution Expiration Date Series 2003 U.S. Bank 12/02/2019 Series 2006 TD Bank 12/02/2021 Series 2010 TD Bank 04/30/2021 The College has entered into various lease agreements for buildings, vehicles, computers and related equipment. The leases expire at various dates through December 31, For financial reporting purposes, minimum lease payments have been capitalized. Capitalized lease obligations consist of the following at June 30, 2016 and 2015: Capitalized Lease Obligations (dollars in thousands) Student Residence at 512 March Street $ 2,580 $ 2,700 Equipment Leases 2, Total $ 4,644 $ 3,201 In August 2011, the College entered into various agreements related to the development of a new residential facility on a College-owned land parcel within Easton, Pennsylvania. The College is leasing this property to a developer who constructed and manages the facility. The College master leases the facility from the developer as a student residence. As part of the development agreement, the College guarantees the borrower s $3,000 loan. Principal payments of $420 have been made life to date, therefore the current outstanding balance is $2,580. The College retains ownership of the land, and the agreement A-25

58 allows the College to purchase the facility from the developer and assume the loan according to the negotiated terms. The loan bears a fixed interest rate of 3.75% with a maturity date of August 29, Although the College has not drawn on them to date, it has access to $30 million in committed, unsecured lines of credit for working capital or other corporate purposes issued through two separate commercial banks that are renewed annually. Derivatives At June 30, 2016, the College has three fixed interest rate exchange agreements (swap contracts) in order to hedge a portion of its interest rate exposure on floating rate tax-exempt bonds. The College pays a counterparty a fixed rate and the counterparty pays the College a variable rate based on an index. Each of the three swap contracts is used to hedge certain interest rate exposures and is not used for speculative purposes. The net payments either made to or received from the counterparty are reported as interest expense within the operating expenses of the statements of activities. For the years ended June 30, 2016 and 2015, net payments to the counterparty were $2.1 million and $2.1 million respectively. The College is required to provide collateral in an amount in excess of $15 million in aggregate at June 30, 2016 and 2015, of fair value liability of the swap contracts in accordance with the valuation calculated by the counterparty. The counterparty is required to provide collateral to the College if a positive fair value is due to the College for an amount in excess of $5 million. For purposes of these daily collateral calculations, the fair values of the three swap contracts are netted. The thresholds and collateralization requirements can change with ratings of the College s bonds. As of June 30, 2016, the required collateral amount was $4.2 million. The fair value liability of the swap contracts were the following as of June 30, 2016 and 2015: Derivatives (dollars in thousands) Swap In December 2002, the College entered into a fixedpayor swap contract to hedge its 2003 Variable Rate Refunding Bonds. The College is paying the counterparty 4.34% and receiving the SIFMA Index on the 2003 Swap. The 2003 Swap terminates in $ 2,499 $ 2, Swap In May, 2004, the College entered into a fixed-payor swap contract to hedge a portion of its Second Series of 2004 Variable Rate Bonds. In August 2008, the College retired the Second Series of 2004 Variable Rate Bonds and subsequently associated the provisions of the 2004 Swap to the 2006 Bonds. The College is paying the counterparty 3.88%, and the College receives a varying percentage of one-month LIBOR. The 2006 Swap terminates in ,456 2, Swap In March 2003, the College sold the counterparty an option to enter into a fixed-payor swap contract which the counterparty exercised in May 2010.The College has associated the 2010 Swap to the 2010 A Bonds. The College pays the counterparty a fixed rate of 6% and receives the SIFMA Index plus 0.25%. The 2010 Swap terminates in ,846 10,182 $ 19,801 $ 14,433 A-26

59 Future Financing From time to time, the College may elect to incur indebtedness to fund various campus improvements. Consistent with the College s strategic direction, the College expects to renovate certain academic and student housing facilities over the next two to seven years. The funding for these capital improvements may be generated from capital campaign receipts, operations, and the incurrence of additional long term debt. The College is exploring financing options for adding approximately 450 beds over the next two to six years in support of its enrollment expansion. The College may also issue debt to refinance existing obligations. Litigation The College is subject to routine litigation incidental to its business. The College is unaware of any litigation pending or threatened to which the College is a party wherein an unfavorable decision would materially adversely affect the ability of the College to continue to operate in its normal course of business or to enter into the transactions contemplated in connection with the 2017 Bonds and carry out its obligations thereunder. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] A-27

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61 Appendix B Audited Financial Statements of Lafayette College as of and for the Fiscal Years Ended June 30, 2016 and 2015

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63 Financial Statements June 30, 2016 and 2015