IN the SUPREME COURT of OHIO STATE of OHIO, Ex Rel. Michael T

Home , Amnon Yariv, Andreas Acrivos, Andries van Dam, Betty Jane Fritz, David Atlas, David Yost

Supreme Court of Ohio Clerk of Court - Filed September 04, 2015 - Case No. 2015-1472

IN THE SUPREME COURT OF OHIO

STATE OF OHIO, ex rel. Michael T. McKibben, Original Action in Mandamus an Ohio citizen,

Relator, Case No. ______

vs.

MICHAEL V. DRAKE, an Ohio public servant,

Respondent.

COMPLAINT FOR WRIT OF MANDAMUS

Michael T. McKibben Michael V. Drake 1676 Tendril Court 80 North Drexel Columbus, Ohio 43229-1429 Bexley, Ohio 43209-1427 (614) 890-3141 614-292-2424 [email protected] [email protected]

RELATOR, PRO SE RESPONDENT TABLE OF CONTENTS

Case Caption ...... i Table of Contents ...... ii Exhibits ...... iii Table of Authorities ...... v Ohio Cases ...... v California Cases ...... v Federal Cases ...... v Ohio Ethics Commission ...... v U.S. Securities & Exchange Commission...... v University of California Irvine ...... vi Ohio Statutes ...... vi Tables ...... vi Figures...... vi Other ...... vi

Relator’s inspection of records request and response from the Ohio Ethics Commission and Dave Yost — Auditor of State ...... 1 Michael V. Drake knew or should have known that his Financial Disclosure was improper ...... 2 No investment disclosure ...... 5 No mailing address ...... 7 Ambiguous food and beverage disclosure...... 7 No Statement of Interest disclosure...... 8 All beneficial interests should be disclosed ...... 8 Public persons must err on the side of disclosure, not concealment ...... 11 Drake’s omissions and false statements shifted the privilege of construing the Advisory’s mutual fund ambiguity in favor of Ohio citizens ...... 11 The public must impute mischief given the withheld disclosures ...... 12 $100,000 per year Bank of the West director fees ...... 12 University of California Irvine conflicts of interest policies ...... 12 University of California Irvine fertility clinic scandal and cover-up of the sale of human eggs and fertilized embryos ...... 13 Charles D. Martin Relationship...... 13 “46 boards of directors of public and private companies ...... 14 “Over 80 CEOs of California companies...... 14 Eastman Kodak (John C. Lane, Chief Investment Officer, OSU) ...... 14

-ii- Engineering physics degree and five majors (physics, mathematics, chemistry, electrical engineering and business) ...... 14 Ford, Vistage (OSU Fisher School of Business) ...... 14 GE (OSU College of Engineering) ...... 14 Knowledge Universe (Joseph A. Steinmetz, M.O.O.C., Oracle)...... 14 Larry Ellison, Oracle (Jeffrey Wadsworth, Alex R. Fischer, Joseph A. Steinmetz, M.O.O.C.) ...... 14 Michael Milken, securities fraud felon ...... 13 Martin’ Ford Foundation link creates likely OSU Trustee conflicts ...... 15 David L. Goldwyn is a controversial public figure whose stance on fracking, for example, is of obvious interest to the citizens of Ohio ...... 16 To what degree are Ohio State’s priorities being secretly driven by Jeffrey Wadsworth, Alex R. Fischer, Michael V. Drake, Battelle, The Ford Foundation, James P. Chandler, U.S. Department of Energy and U.S. intelligence agencies? ....17 Hazem Chehabi Relationship ...... 17 Close association with Syrian dictator and war criminal Bashar Al-Assad...... 17 James V. Mazzo Relationship ...... 18 Federal indictment on 13 counts of insider trading in a medical company ...... 18 Abbott Labs relationship (OSU Medical Center) ...... 19 Microsemi relationship (Battelle, Jeffrey Wadsworth, Alex R. Fischer) ...... 19 Drake’s Affirmative Certifications ...... 20 REQUESTS FOR RELIEF ...... 22

EXHIBITS

A. Notice to Parties (McKibben, M., Bruns, M.). (August 28, 2015). Sunshine Audit Complaint. David Yost, Ohio Auditor of State. B. Michael V. Drake, Form No. OEC-2013, Financial Disclosure Statement, submitted to the Ohio Ethics Commission, September 29, 2014. C. Ohio Ethics Commission, Information Sheet: Advisory Opinion No. 2011-01, Disclosure of Investments, January 13, 2011. D. Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal.Rptr.3d 146 (2008), 162 Cal.App.4th 343. E. Charles D. Martin biography. Paul Merage School of Business, University of California Irvine.

-iii- F. David J. Goldwyn biography. (ca. August 2009). Hillary Clinton FOIA email released by U.S. Department of State, Aug. 31, 2015. U.S. Department of State, Case No. F-2014-20439, Doc. No. C05760586, Date: 06/30/2015, ¶4 (“affiliated with the Ford Foundation”). G. Congressional Record, Senate No. 15682. (July 13, 1999). Executive Session, Department of Energy, GPO (“David L. Goldwyn, of the District of Columbia to be an Assistant Secretary of Energy (International Affairs).”). H. David L. Goldwyn email to Hillary Clinton staff. (August 26, 2009). Hillary Clinton FOIA email released by U.S. Department of State, Aug. 31, 2015. U.S. Department of State, Case No. F-2014-20439, Doc. No. C05764560, Date: 07/31/2015, ¶4 (Self-identifies title as “David L. Goldwyn, Coordinator for International Energy Affairs, S/CIEA, Room 4880, U.S. Department of State, 2201 C St., NW, Washington, DC 20520, Phone: (202) 647-8543, Fax: (202) 647-7453”) I. David L. Goldwyn online biographies: The Brookings Institution, Goldwyn Global Strategies and personal LinkedIn profile. Accessed September 2, 2015. J. Annual Report. (2014). National Academy of Engineering (NAE) [Official publication]. Accessed September 2, 2015. K. Jeffrey Wadsworth biography. The Ohio State University Board of Trustees. Accessed September 2, 2015. L. Armstrong. (August 28, 2015). Update: How Hillary Clinton and David Goldwyn sold fracking. LittleSis. See also David L. Goldwyn Conflicts Map. M. Schaefer, S. (April 5, 2012). Interfaith groups urge removal of Dr. Hazam Chehabi. The Orange County Register; See also Nouh, Y. (Mar. 22, 1012). Hazem Chehabi Is Syrian President Bashar Al-Assad’s Man in OC. OC Weekly News. N. Primack, D. (Sep. 25, 2014). Feds indict venture capitalist [James Mazzo] for insider trading. Mazzo is accused of leaking info on a pending merger to his ballplayer pal, who then made a bundle. Fortune. O. U.S. v. James V. Mazzo et al, SA CR No. 12-269 (B)-AG (C.D. CA 2013). P. SEC. (Aug. 17, 2012). New Charges in Insider Trading Case Include Former CEO and Professional Baseball Player [Press release]. Q. James V. Mazzo (Accessed Sep. 01, 2015). Executive Profile. Abbott Laboratories. Bloomberg; also Noe, T. (undated). Abbott Laboratories Contributes to Ross Heart Hospital. The Ohio State University, Cardiovascular Medicine.

-iv- TABLE OF AUTHORITIES

OHIO CASES

Byrd v. Smith, 110 Ohio St.3d 24, 2006-Ohio-3455...... 7 City of Mentor v. Giordano, 9 Ohio St. 2d 140, 144 (1967) ...... 11,12 Ohio State University v. Kinkaid, 48 Ohio St. 3d 78, 80 (1990) ...... 10 Roxane Laboratories, Inc. v. Tracy (1996), 75 Ohio St.3d 125, 127 ...... 6 State ex rel. Wilke v. Hamilton Cty. Bd. of Commrs., 90 St.3d 55, 59, 734 N.E.2d 811 (2000) ...... 1

CALIFORNIA CASES

Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal.Rptr.3d 146 (2008), 162 Cal.App.4th 343...... 13

FEDERAL CASES

U.S. v. James V. Mazzo et al, SA CR No. 12-269 (B)-AG (C.D. CA 2013) ...... 19 U.S. Department of State, Case No. F-2014-20439 ...... 15

OHIO ETHICS COMMISSION

Advisory Opinion No. 2011-01 ...... 4,22 Advisory Opinion No. 75-036 ...... 11 Advisory Opinion No. 89-014 ...... 11 Advisory Opinion No. 93-004 ...... 11 Advisory Opinion No. 93-010 ...... 11,12 Ohio Ethics Commission ...... 1,2,4,7,11,22

U.S. SECURITIES & EXCHANGE COMMISSION

U.S. Securities & Exchange Commission. (Aug. 17, 2012). New Charges in Insider Trading Case Include Former CEO and Professional Baseball Player [Press release] ...... 19

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U.S. Securities & Exchange Commission. Final Rule: Shareholder Reports and Quarterly Portfolio Disclosure of Registered Management Investment Companies, Securities and Exchange Commission, 17 CFR Parts 210, 239, 249, 270, and 274, [Release Nos. 33-8393; 34-49333; IC-26372; File No. S7-51-02], RIN 3235-AG64 ...... 12

UNIVERSITY OF CALIFORNIA IRVINE

UC Irvine, Policies & Procedures, Sec. 700-09: Policies on Gifts, Gratuities and Conflicts of Interest ...... 12

OHIO STATUTES

O.R.C. 102.02, Ohio Ethics Law ...... 1,4,5,11,20,21,22 O.R.C. 124.34 ...... 21 O.R.C. 2731.02 ...... 1 O.R.C. 2921.13(A)(&) ...... 20 O.R.C. 3.04 ...... 21 Constitution of the State of Ohio ...... 1

TABLES

1. Michael V. Drake, Form No. OEC-2013, OEC, Financial Disclosure Statements, Sec. 1, Sources of Income ...... 4 2. Michael V. Drake, Form No. OEC-2013, OEC, Financial Disclosure Statements, Sec. 8, Investments over $1,000 ...... 4 3. Michael V. Drake, Form No. OEC-2013, OEC, Financial Disclosure Statements, Sec. 1(F), Sources of Income, State of California Form 700 attachment, Schedule D, Income – Gifts...... 7

FIGURES

1. Charles D. Martin. Photo: UC Irvine...... 14 2. David L. Goldwyn. Photo: Goldwyn Global Strategies ...... 16 3. Hazem Chehabi, MD. Photo: Newport Diagnostic Center ...... 17 4. James V. Mazzo, Photo: Fortune Magazine ...... 18

OTHER

Annual Report. (2014). National Academy of Engineering (NAE) (The Ford Foundation donation, $25+ million; Battelle, $1-5 million)...... 15

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NOW COMES the State of Ohio, on relation to one of its citizens, Michael T.

McKibben (“Relator”), and for his petition and complaint states:

1. Michael T. McKibben (“McKibben” or “Michael McKibben”) is a citizen of the State of Ohio and a resident of Franklin County, Ohio.

2. Michael V. Drake (“Drake” or “Michael Drake”), upon information and belief, is a citizen of the State of Ohio and a resident of Franklin County, Ohio.

3. Relator’s inspection of records request and response from the Ohio Ethics Commission and Dave Yost — Auditor of State. This petition follows certification by Dave Yost, Auditor of State, that all lower appeals have been exhausted and that this matter is ripe for intervention by this Court. No other Relator mandamus actions are pending in this matter. Exhibit A.

4. This Court has jurisdiction over original actions in mandamus to compel public officials to fully disclose actual and potential conflicts of interests pursuant to

O.R.C. 102.02. “Under Section 2(B)(1)(b), Article IV of the Ohio Constitution, the

Supreme Court has original jurisdiction in mandamus actions * * *.” State ex rel. Wilke v.

Hamilton Cty. Bd. of Commrs., 90 St.3d 55, 59, 734 N.E.2d 811 (2000); see also O.R.C.

2731.02 (“The writ of mandamus may be allowed by the supreme court, the court of appeals, or the court of common pleas * * *”).

5. This complaint for Writ of Mandamus (“Complaint”) seeks orders of the

Court to compel Michael V. Drake to fully disclose his actual and potential conflicts of interest in compliance with O.R.C. 102.02. It also seeks orders to the Ohio Ethics

Commission to clarify ambiguities in the interpretation of O.R.C. 102.02 regarding the efficacy of not requiring the disclosure of stock and bond portfolio holdings in mutual

-1- funds since such lack of disclosure can otherwise hide mischievous relationships with prospective public entity providers of goods, services, donations and regulatory favors.

6. On September 29, 2014, Michael Drake filed a Form No. OEC-2013, Ohio

Ethics Commission, FINANCIAL DISCLOSURE STATEMENT with the Ohio Ethics

Commission (“Financial Disclosure”). Exhibit B.

7. Drake pledged that the disclosure was complete, truthful and correct under threat of penalties including fines, imprisonment, removal from public office, or dismissal from public service for knowingly false statements. Ex. B, p. 5.

8. However, Michael V. Drake knew or should have known that his Financial Disclosure was improper. His woefully incomplete disclosure:

(a) falsely certified that he provided his correct mailing address, when in fact, no address was provided; Id. (b) omitted material disclosure of investments and income, with the exception of $960.00 in meals and one Wells Fargo account containing “less than $50,” thus evidently mocking Ohio’s disclosure requirements (Tables 1 & 3); Ex. B, p. 10. (c) omitted the Statement of Interest in Form No. OEC-2013 where conflicts of interest are subject to public inspection. Drake’s undisclosed relationships include numerous individual and companies with Ohio State interests. Ex. B, p. 16. (d) omitted disclosure of his fiduciary interests, including contingent liabilities in, with and to: i. concealment from more than 300 patient-victims of a University of California Irvine (“UCI”) fertility clinic scheme to harvest eggs and fertilized embryos, sell some as human tissue for research, and implant others in third parties, possibly resulting in live births; Ex. D. ii. Hazem Chehabi, a UCI trustee with close ties to Syrian dictator and mass murderer, Bashar Al-Assad, thus bringing into question Drake’s sources and uses of funds, his fund raising ethics, and his association with a notoriously known war criminal; Ex. B, p. 10; Ex. M. iii. James Mazzo, a UCI trustee who was indicted on 13 counts of insider trading in a medical company scheme where he tipped off a friend to a

-2- pending securities transaction where the friend “made a bundle,” just four days before Drake filed his Financial Disclosure, thus bringing into question Drake’s choice of donors and recommendations; Ex. B, p. 10; Exs. N-Q; and iv. Charles Martin, a California venture capitalist, who claims:

1. to have graduated from Ohio State with a degree in engineering physics and “five majors (physics, mathematics, chemistry, electrical engineering and business),” thus stretching credulity; Ex. E.

2. relationship to convicted securities fraud felon, Michael Milken, thus bringing into question the propriety of the company Drake is willing to keep at the expense of his integrity and the University’s honor; Id.

3. relationship to approximately 150 companies—including vendors and research collaborators to Ohio State and Ohio State trustees and executives, including (Id.): a. Jeffrey Wadsworth (Oracle, Larry Ellison); b. Alex R. Fisher (Oracle, Larry Ellison); c. John C. Lane (Eastman Kodak); d. Joseph A. Steinmetz & M.O.O.C. (Massive Open Online Course)(Oracle, Larry Ellison, Knowledge Universe, the University Innovation Alliance); e. OSU College of Engineering (General Electric) f. OSU Fisher School of Business (Ford, Vistage); and g. Others? Are there more devils in the details of Charles Martin’s hundreds of other undisclosed relationships? The Ohio public has an interest in knowing since Drake has surfaced his name in an ambiguous food income attachment.

9. At the time of this financial activity, upon information and belief, Drake lived and worked in the State of California as chancellor of the University of California

Irvine. Therefore, he submitted this disclosure as a private person, prior to his appointment at The Ohio State University.

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10. Under Section 1, Sources of Income, Michael Drake disclosed (Ex. B, p. 3):

No. Source of Income Service Provided Amount A. Bank of the West Savings and checking accounts-interest B. Bank of the West IRA Retirement savings D. Bank of the West Investment / Mutual Funds Retirement savings E. Wells Fargo Savings and checking Less accounts-interest than $50 F. University of California-Irvine Employment-Chancellor See attached State of California Form 700 Table 1: Michael Drake filed a Form No. OEC-2013, Ohio Ethics Commission, FINANCIAL DISCLOSURE STATEMENT, Sec. 1, Sources of Income.

11. Under Section 8, Investments over $1,000, Michael Drake disclosed (Ex. B, p. 4):

No. Corporation, Trust, Business Trust, Nature of Investment Partnership, or Association A. Bank of the West Investment / Mutual Funds Retirement B. Bank of the West IRA Retirement Table 2: Michael Drake filed a Form No. OEC-2013, Ohio Ethics Commission, FINANCIAL DISCLOSURE STATEMENT, Sec. 8, Investments over $1,000.

12. The Ohio Ethics Commission, Advisory No. 2011-01 (“OEC-2011-01” or

“Advisory”), states that Ohio Ethics Law exists:

“(1) To remind public officials and employees of their holdings and assist them in avoiding conflicts of interest related to those holdings; and

(2) To disclose information about the financial interests of public officials and employees to the Commission and the public in order to assist the public and the Commission in monitoring conflicts of interest.” (Emphasis added.) Exhibit C.

13. Michael Drake’s Financial Disclosure fails on its face to assist the public and the Commission in monitoring Drake’s conflicts of interest.

14. Ohio Revised Code 102.02(A)(3) requires all filers to disclose business entities in which they have investments. Drake disclosed only “Bank of the West IRA,

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Investments and Mutual Funds.” Merely disclosing one’s broker or account manager is knowingly insufficient disclosure. Ex. B, p. 4.

15. The Advisory, p. 4, ¶1 states clearly and unambiguously (Ex. C, p. 5):

“A financial disclosure filer is required to disclose the qualifying business that manages the investment account and the individual stocks, bonds, mutual funds, and other investments that are held in his or her brokerage account.

This is true whether the filer personally chooses or directs the investments within the account or has empowered another person to direct investments on the filer’s behalf . . . a filer is required to disclose investments he or she makes and those made by any other person for the filer’s use and benefit, such as investments made by the manager of a trust for the trust beneficiary.” (All emphases in original.)

16. No investment disclosure. Remarkably, the Financial Disclosure contains no disclosure of investment holdings―which is a primary purpose of the Ohio Ethics financial disclosure law. Ex. B.

O.R.C. 102.02(A)(2)(b)(i) clearly states:

“(2) The disclosure statement shall include all of the following: . . . (i) . . . identification of every source of income” (Emphasis added.)

The clear language of the statute does not exempt the portfolio holdings of mutual funds. The fact that such exemptions have crept into common practice does not override the public’s interest in full disclosure, as affirmed by this Court multiple times.

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This Court stated in Roxane Laboratories, Inc. v. Tracy (1996), 75 Ohio St.3d

125, 127, p. 3, ¶3:

“The principles of statutory construction require courts to first look at the specific language contained in the statute, and, if the language is unambiguous, to then apply the clear meaning of the words used.”

The Ohio Ethics statute never mentions mutual funds and does not exempt filers from disclosing the portfolio holdings within the funds. Therefore, mutual fund exemptions from disclosure are improper on their face. The statute requires disclosure of

“every source of income.” A mutual fund produces no work or wealth. Indeed, its sources of income are the underlying stocks and bonds held. Therefore, according to the clear and unambiguous words of the Ohio statute, the sources of income in a mutual fund

—the portfolio stocks and bonds—are the components of a mutual fund that should be disclosed, not merely the fund’s name. A mutual fund is merely a middleman for the underlying sources of income. Such a position is ripe for mischief.

The Ohio legislature did not exempt mutual funds from disclosure of their portfolio holdings. If the legislature had intended to exempt mutual funds, it would have said so in the statute. The fact is, mutual fund portfolios are generally large companies, in whom the mutual fund is invested, sometimes substantially, and who may be seeking contracts with the State of Ohio that can be beneficial to the fund’s value. Therefore, it is in the public’s interest not to conceal portfolio holdings of mutual funds from public scrutiny.

Therefore, Michael Drake should be compelled to disclose the stock and bond portfolio holdings of his undisclosed mutual funds, as further differentiated below.

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17. No mailing address. The Financial Disclosure contains no mailing address. Therefore, this certification is false on its face:

“I swear and affirm that . . . the address listed on page 1 is a correct mailing address.” Ex. B, p. 5.

18. Ambiguous food and beverage disclosure. The Financial Disclosure on

Sec. 10, Food and Beverage is ambiguous. Therefore, since both assertions cannot be true, one or the other is false on its face:

Either this is true: “I have no sources of meals, food, or beverage that I am required to list.” Ex. B, p. 4.

Or, this is true: Financial Disclosure, SCHEDULE D attachment. See Table 3 below. Ex. B, p. 10.

Name of Source Date Value Description of Gift(s) John Croul 02/21/13 $120.00 Business Dinner (incl. Mrs. Drake) Charles Martin 02/19/13 $100.00 Business Dinner Charles Martin 07/11/13 $200.00 Business Dinner (incl.Mrs.Drake) [sic] Charles Martin 07/23/13 $100.00 Business Dinner Geoffrey Stack 08/14/13 $100.00 Business Dinner (incl.Mrs.Drake) [sic] Hazem Chehabi 02/21/13 $40.00 Business Lunch Hazem Chehabi 12/12/13 $40.00 Business Lunch James Mazzo 04/02/13 $160.00 Dinner(incl.Mrs.Drake) [sic] James Swinden 03/22/13 $100.00 Dinner(incl.Mrs.Drake) [sic] Table 3: Michael Drake filed a Form No. OEC-2013, Ohio Ethics Commission, FINANCIAL DISCLOSURE STATEMENT, Sec. 1(F), Sources of Income, State of California Form 700 attachment, Schedule D, Income – Gifts.

19. These contradictory assertions regarding food and beverage render public assessment of Drake’s disclosure impossible, and as a result, such willful obscurity prevents any benefit of the doubt that might otherwise be applied in Drake’s favor. See

Byrd v. Smith, 110 Ohio St.3d 24, 2006-Ohio-3455 (“A movant’s contradictory affidavit will prevent summary judgment in that party’s favor.”).

-7- 20. No Statement of Interest disclosure. The Financial Disclosure omits the

Statement of Interest in Form No. OEC-2013 where conflicts of interest are subject to public inspection. This form requires identification of “sources of income, investments, or other interests identified on my 2013 Financial Disclosure State are regulated by, do business or seek to do business with, or are interested in matters pending before, the school district or educational service center that I server or served.” Drake’s undisclosed relationships include numerous individual and companies with Ohio State interests. Ex.

B, p. 16.

21. All beneficial interests should be disclosed. The Advisory makes an ambiguous distinction between a mutual fund and an investment account. On the one hand, the Advisory requires disclosure of the stocks and bonds in an investment account.

But, on the other hand, the Advisory does not require disclosure of underlying stocks and bonds in a mutual fund.

This mutual fund Advisory waiver is a distinction without a difference since both are taxable beneficial interests in the underlying stocks and bonds that comprise the holding, and therefore, both qualify under the umbrella of “every source of income.” The mutual fund is not the income source, the underlying stock and bond companies in its portfolio are.

For example, Ohio State would never contract with Fidelity Contrafund to provision the M.O.O.C. University Innovation Alliance.1 However, Ohio State might

1 Ohio State University. Massive Open Online Course. University Innovation Alliance. http://www.theuia.org/#our-universities

-8- contract with Google, for example, in which Contrafund holds 11,703,438 shares valued at $6,185,655,000 as of December 31, 2014—the 5th and 6th largest holdings.2

M.O.O.C. is being heavily promoted at Ohio State by Provost Joseph A.

Steinmetz, among others. Charles D. Martin, a disclosed Drake relationship, also promotes M.O.O.C. and Knowledge Universe. Ex. E, p. 6. Any university decision favorable to Google benefits Fidelity Contrafund.3

It is inconceivable that the mutual fund exemption was ever intended to become a vehicle to hide deep-pocket relationships by public officials.

Indeed, a mutual fund creates no income separate and apart from the stocks and bonds in its portfolio for which the mutual fund holder enjoys a pro rata percentage. Put another way, any decision made by Michael Drake that benefits an underlying portfolio holding in his mutual funds, benefits him personally. Therefore, the public’s interest is best served by disclosure, and can only be harmed by lack of disclosure.

As another example, whether or not Michael Drake’s name is on the Oracle stock certificate held in his mutual fund, if his mutual fund is the beneficiary of Oracle gains or losses, then so is Michael Drake, in direct proportion to his holding. Without disclosure of the Oracle financial interest, Michael Drake’s prospective decisions favorable to

Oracle will be hidden from public review.4

Disclosure of the mere name of a mutual fund does not serve the public’s interest in assessing conflicts of interest. Put another way, the mutual fund exemption in the

2 Ticker Symbol: FCNTX. Form N-CSR, Dec. 31, 2014. SEC. http://www.sec.gov/Archives/edgar/data/24238/000070420715000083/conmain.htm 3 Other M.O.O.C. technology providers in Fidelity Contrafund’s Top Ten are Apple (#3), Facebook (#4) and Microsoft (#9). 4 Fidelity Contrafund, as an example, holds 2,365,192 shares of Oracle valued at $106,363,000 as of Dec. 31, 2014. See footnote 2. Oracle is an Ohio State vendor. Drake’s disclosure of Charles D. Martin places him in a conflict of interest with Oracle since Martin claims a relationship to Oracle CEO Larry Ellison.

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Advisory discloses only the outside wrapper rather than its substantive contents. Many sins can be covered by a pretty wrapper.

The public’s interest is in knowing the actual values that accrue to the holder.

Indeed, both angels and devils can be hidden in the portfolio of a mutual fund. This becomes all the more important given Drake’s ambiguously disclosed income relationships to Charles Martin, Hazem Chehabi, James Mazzo and the extent to which those companies are portfolio stocks in mutual funds held by Drake.

For example, Martin claims relationship to Bank of America (“BofA”), a major contributor of stocks and bonds held in many mutual funds. The public has a clear interest in assessing Drake’s potential conflicts of interest in prospective dealings with BofA.

Logic says that if Drake is colluding with Bank of America, BofA would simply arrange for XYZ Mutual Fund to acquire BofA stock, then Drake would invest in XYZ. Thus,

Drake’s secret BofA relationship is conveniently concealed by the XYZ Mutual Fund.

Since those Bank of America holdings inside mutual funds will never be disclosed in the current mutual fund waiver fever, the American public is being hoodwinked by mutual funds who hide their crony relationships behind the mutual fund exemption.

James Mazzo, one of the names identified obliquely, is under indictment on 13 counts of insider trading by the Justice Department. The public has an interest in exploring this Drake relationship. Ex. B, p. 10.

Ironically, in Ohio State University v. Kinkaid, 48 Ohio St. 3d 78, 80 (1990), this

Court stated:

“[T]he object of interpreting a statute is to ascertain and give effect to the intent of the General Assembly.”

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This Court explained in City of Mentor v. Giordano, 9 Ohio St. 2d 140, 144

(1967) that ethics statutes:

"must be construed in light of the mischief they are designed to combat."

22. Public persons must err on the side of disclosure, not concealment.

O.R.C. 102.02, the Ohio Ethics Law, establishes a standard of conduct for all public officers and employees within the State and prohibits them from using their official positions to benefit their private interests or the interests of others with whom they hold certain business or personal relationships. See Advisory Opinion No. 93-010

(citing Ohio Ethics Commission Advisory Opinion. No. 93-004 and Advisory Opinion

No. 89-014).

Normally, an ambiguous provision in Ohio Ethics Law will be construed liberally in favor of the accused. Advisory Opinion No. 75-036 (“In construing Section 102.02 (A) of the Revised Code strictly against the state and liberally in favor of the accused.”)

However, the statute is clear: “every source of income.” Nowhere does the statute say every source of income, except mutual funds. There is nothing unclear of vague in the statute. Merely naming mutual fund names in a disclosure is almost pointless since public officials rarely if ever contract with those mutual funds as vendors or donors.

However, they do with the underlying portfolio of stock and bond organizations.

23. Drake’s omissions and false statements shifted the privilege of construing the Advisory’s mutual fund ambiguity in favor of Ohio citizens.

Drake has waived his presumption of favor in the interpretation of the ambiguous

Advisory by making multiple false statements and material nondisclosures. The public interest must now determine if mischief is afoot. As a result, the Court is free to follow

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its City of Mentor decision that this issue “must be construed in light of the mischief they are designed to combat." Advisory Opinion No. 93-010, p. 3, ¶1.

Therefore, Drake should be compelled to disclose the underlying stock portfolio holdings of each mutual fund which are readily available, by date, at the U.S. Securities

& Exchange Commission site at: http://www.sec.gov/edgar/searchedgar/companysearch.html

Drake receives reports of his portfolio stock and bond holdings in his mutual funds four times a year, by statute. Therefore, the reporting of this portfolio is not burdensome in the least.5

24. The public must impute mischief given Drake’s withheld disclosures.

By Drake’s failure to disclose even one investment, the public must reasonably impute mischief and be given the benefit of the doubt in analyzing the stocks and bonds held within Drake’s mutual funds.

25. Drake disclosed that he received over $100,000 as a director of Bank of the West. As a highly paid bank director, the public can only presume that he is a sophisticated investor, experienced company director, and savvy public employee who knows the ethical requirements of proper financial disclosure.

26. While Drake was chancellor of the University of California, he enforced a robust set of policies and procedures on conflicts of interest. See UC Irvine, Policies &

Procedures, Sec. 700-09: Policies on Gifts, Gratuities and Conflicts of Interest, http://www.policies.uci.edu/policies/pols/700-09.html

5 Final Rule: Shareholder Reports and Quarterly Portfolio Disclosure of Registered Management Investment Companies, Securities and Exchange Commission, 17 CFR Parts 210, 239, 249, 270, and 274, [Release Nos. 33-8393; 34-49333; IC-26372; File No. S7-51-02], RIN 3235-AG64 http://www.sec.gov/rules/final/33-8393.htm#IB.

-12- 27. A particularly troubling professional ethics controversy swirled at UCI while Drake was chancellor. This matter at least shows that Drake is aware of the impact of professional ethics nondisclosures.

UCI Medical Center had victimized over 300 fertility clinic patients by failing to disclose financial conflicts of interest. UCI settled with three UCI employee whistleblowers for $1 million who were gagged from contacting the victims of the scheme to harvest eggs and “pre-embryos” (fertilized and frozen) after which some were sold as “genetic material for research,” and others were implanted into different women without the patient’s consent, possibly resulting in live births.

UCI (including Drake) never contacted the victims individually, contrary to their many public statements that they had notified the victims. See Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal.Rptr.3d 146 (2008), 162 Cal.App.4th 343 at 153, 166. Exhibit D.

Therefore, the Ohio public has an interest in assessing Drake’s contingent liability in this fertility clinic scandal, since accusations of fraud do not shield him from liability.

These kinds of controversies also speak to leadership and moral character. The public has an interest in such assessments.

28. Charles D. Martin Relationship. Drake failed to adequately disclose his relationship to “Charles Martin” (“Martin”) who is mentioned in a Schedule D attachment, but not in his ambiguous Food & Beverage disclosure. Sec. 10. Ex. B, p. 10.

Martin’s UCI biography states that “He graduated from Ohio State University in

1960 with a degree in Engineering Physics and five majors (physics, mathematics, chemistry, electrical engineering and business). In 2007, he was awarded the alumni-of-the- year, Lamme Medal” at Ohio State. Exhibit E.

-13- Martin’s biography describes relationships to the following individuals and organizations (currently noteworthy ones underlined):

a. “Over 80 CEOs of California companies” b. AT&T c. Bank of America d. Chapman University e. ClearLight Partners f. Common Fund g. Dartmouth h. Eastman Kodak i. Enterprise Partners j. Ford Foundation k. General Motors l. George Argyros m. Harvard Figure 1: Charles D. Martin. Photo: UC Irvine. n. Knowledge Universe o. Larry Ellison p. “46 boards of directors of public and private companies” q. Merage School of Business, UC Irvine r. Michael Milken s. Mont Pelerin Capital t. Ohio State University u. Orange County Museum of Art v. Princeton w. TEC International x. UC Irvine y. University of California Regents z. Vedax Sciences Corporation aa. Vistage bb. Westar Capital cc. Yale

-14- Given the mischievous manner in which Charles Martin’s name appears in the

Financial Disclosure, the public interest requires that Drake fully disclose his past and current financial and business dealings with Charles Martin, especially considering his ties to:

a. Ohio State; b. Ohio State vendors and investment executives; c. “Over 80 CEOs of California companies;” d. “46 boards of directors of public and private companies;” e. well-known felon, Michael Milken; f. Knowledge Universe, Larry Ellison, Oracle connections to OSU Provost Joseph A. Steinmetz’s Massive Open Online Course (M.O.O.C.) initiative that he is currently pressing, including the “outsourcing” (move off campus) of Ohio State’s digital infrastructure through the Office of the Chief Information Officer. https://ocio.osu.edu/; and g. other interests that may or may not be operating in Ohio State’s best interests.

29. Martin’s Ford Foundation link creates likely OSU Trustee conflicts

Martin highlights his association with The Ford Foundation, but Drake discloses no association. However, The Ford Foundation is a $25+ million donor to the National

Academy of Engineering (“NAE”) where Battelle Memorial Institute is a donor CEO

Jeffrey Wadsworth is a member. Exhibit J; Exhibit K.

On August 31, 2015 at 9 p.m., the U.S. State Department released the latest batch of previously stonewalled Hillary Clinton emails. Among the emails are is a Goldwyn biography describes his affiliation with The Ford Foundation. Goldwyn became Hillary’s

Coordinator for International Energy Affairs. Exhibit F. In 1999 had worked as Assistant

Secretary of Energy under Bill Clinton. Exhibit G; Exhibit H.

-15- Figure 2: David L. Goldwyn. Ford Foundation affiliations are not disclosed in public biographies, but was exposed in U.S. State Department release of Hillary Clinton emails on August 31, 2015. Goldwyn is therefore associated with Bill Clinton’s chief Department of Energy counsel, Professor James P. Chandler. Photo: Goldwyn Global Strategies.

However, Goldwyn’s public biographies never mention his Ford Foundation connection (revealed by the National Academy of Engineering 2014 Annual Report).

Exhibit I. That affiliation ties together Martin, Drake, Wadsworth and Battelle. The public interest is best served by full disclosure of these interconnections.

30. David L. Goldwyn is a controversial public figure whose stance on fracking, for example, is of obvious interest to the citizens of Ohio on all sides of this public debate. See Armstrong. (August 28, 2015)/ Updated: How Hillary Clinton and David

Goldwyn sold fracking. LittleSis. Exhibit L.

Battelle, Jeffrey Wadsworth and Alex R. Fischer have obvious U.S. Department of

Energy dogs in this hunt. Michael Drake’s nondisclosure of his Ford Foundation’s associations to Battelle, Wadsworth and Fischer raises serious concerns of propriety.

Indeed, had the State Department not released Hillary’s FOIA emails, these secret associations would have remained concealed from public scrutiny.

-16- A reasonable Ohio citizen will certainly ask: “To what degree are Ohio

State’s priorities being secretly driven by Jeffrey Wadsworth, Alex R. Fischer,

Michael V. Drake, Battelle, The Ford Foundation, James P. Chandler, the U.S.

Department of Energy and U.S intelligence agencies?”

31. Hazem Chehabi Relationship.

Drake failed to properly disclose his relationship to “Hazem Chehabi” (“Chehabi”) who is mentioned in a Schedule D attachment, but not in his ambiguous Food & Beverage disclosure. Sec. 10. Ex. B, p. 10.

A California weekly describes Chehabi’s intimate relationship with Syrian dictator and war criminal, President Bashar Al-Assad. Drake supported

Chehabi in the face of a campus campaign to have him removed, including an interfaith group of Orange

County, California Muslim, Christian and Jewish organizations. According to the Orange County

Register, Chehabi donated $1 million to the University Figure 3: Hazem Chehabi, MD of California Irvine while Drake was chancellor. Photo: Newport Diagnostic Center

Al-Assad is engaged in a civil war with his citizenry where over 300,000 citizens have been killed, and millions have fled their homes and are now refugees spread across the planet.

Drake’s mischievous disclosure of Chehabi, in a food income form attachment, dictates that he come clean about his relationship to Chehabi and Chehabi’s Middle East interests. Only then can the public assess whether the Drake-Chehabi relationship is a

-17- conflict of interest. Exhibit M.

A reasonable person can only conclude that for Drake to so inauspiciously introduce his relationship to such a controversial public figure as Chehabi―in an ambiguous Food and Beverage form—raises serious questions of Drake’s propriety. The public has an interest in exploring this potential conflict of interest.

32. James V. Mazzo Relationship. Drake failed to properly disclose his relationship to “James Mazzo” (“Mazzo”) who is mentioned in a Schedule D attachment, but not in his ambiguous Food & Beverage disclosure. Sec. 10. Ex. B, p. 10.

Figure 4: James V. Mazzo. Indicted on 13 counts of insider trading in a medical company. Photo: Fortune. On Sep. 24, 2014, just four days before Michael Drake filed the Financial

Disclosure, his colleague, James Mazzo, was indicted on 13 counts of insider trading in a medical company scheme.

-18- See Primack, D. (Sep. 25, 2014). Feds indict venture capitalist [James Mazzo] for insider trading. Mazzo is accused of leaking info on a pending merger to his ballplayer pal, who then made a bundle. Fortune. Exhibit N;

See U.S. v. James V. Mazzo et al, SA CR No. 12-269 (B)-AG (C.D. CA 2013).

Exhibit O; and

See SEC. (Aug. 17, 2012). New Charges in Insider Trading Case Include Former

CEO and Professional Baseball Player [Press release]. Exhibit P.

Mazzo’s executive biography at Bloomberg describes relationships with the following organizations, Exhibit Q:

a. Versant Ventures, Inc.; b. Neurotech Pharmaceuticals, Inc.; c. California State University; d. Abbott Laboratories; e. Allergan Inc.; f. Beckman Coulter, Inc.; g. Microsemi Corporation; h. Abbott Medical Optics Inc.; i. Advanced Medical Technology Association; j. Aerie Pharmaceuticals, Inc.; k. OCTANe; l. OCTANe LLC; and m. University of California Irvine.

At least two of Mazzo’s clients, Abbott Laboratories and Abbott Medical Optics

Inc. contribute to OSU’s Ross Heart Hospital. Another of Mazzo’s clients, Microsemi

Corporation, is believed to have relationships with Battelle Memorial Institute where OSU

Trustee President Jeffrey Wadsworth is CEO and Trustee Alex R. Fischer was formerly employed.

-19- 33. Given the mischievous manner in which James Mazzo’s name appears in the

Financial Disclosure, the public interest requires that Drake now fully disclose his past and current financial and business dealings with James Mazzo, especially considering his:

a. indictment on 13 counts of insider trading and securities fraud involving a medical company; b. ties to Ohio State vendors; and c. potential plans to arrange OSU Medical Center contracts for Mazzo’s companies with Michael Drake’s assistance.

34. After considering the scope of Michael Drake’s nondisclosures, a reasonable person will ask how the OSU Trustees missed this information in the process of offering

Drake a $1.2 million per year salary. On August 28, 2015, the OSU Trustees began deliberations to increase Drake’s salary still further. The public has an interest in evaluating whether these are wise choices.6

35. Michael Drake stated: “I swear or affirm that this statement and any additional attachments have been prepared or carefully reviewed by me, and constitute my complete, truthful, and correct disclosure of all required information, and that the address listed on page 1 is a correct mailing address.” Sec. 13, bullet 1.

Given Drake’s woeful lack of disclosure, this is a false statement.

36. Drake stated “I acknowledge and understand that, among other potential violations and penalties, knowingly filing a false statement is a criminal misdemeanor of the first degree, in violation of Sections 102.02(D) and 2921.13(A)(&) of the Revised

6 Edwards, M. (August 28, 2015). Trustees to set rules for Ohio State salaries. The Columbus Dispatch. http://www.dispatch.com/content/stories/local/2015/08/28/trustees-to-set-rules-for-osu-salaries.html; See also Knox, T. (Aug. 28, 2015). Jon Waters drama at the Ohio State Trustees meeting. Columbus Business First. (“The meeting . . . featured more praise for President Michael Drake, the target of much of the ire from Waters’ supporters.”). http://www.bizjournals.com/columbus/blog/2015/08/jon-waters-drama-at-the- ohio-state-trustees.html.

-20- Code, punishable by a fine of not more than $1,000, imprisonment of not more than six months, or both.” Ex. B, p. 5.

37. Drake stated: “I acknowledge and understand that filing a false statement may be grounds for removal from public office or dismissal from public employment pursuant to Sections 3.04 and 124.34 of the Revised Code.” Id.

38. Drake agreed that “Any person who fails to file a complete statement by the appropriate filing deadline will be assessed a late filing fee and may be subject to criminal penalty.” Id.

39. Ohio Revised Code 102.02 states that:

(C) No person shall knowingly fail to file, on or before the applicable filing deadline established under this section, a statement that is required by this section.

(D) No person shall knowingly file a false statement that is required to be filed under this section.

The evidence is unmistakable. Michael Drake’s Financial Disclosure is not just incomplete, it is flippant in its noncompliance to Ohio Ethics Law. As an experienced public employee, former chancellor of a major university, bank director and medical ethicist, he has no excuse.

40. Michael V. Drake knew or should have known that his financial disclosure was improper.

The evidence on its face shows that Michael Drake has willfully and knowingly violated Ohio Revised Code 102.02 by making false statements and failing to disclose material information in violation of Ohio Ethics Law.

-21- REQUEST FOR RELIEF

WHEREFORE, Relator respectfully requests a writ of mandamus instructing the

Ohio Ethics Commission to resolve the ambiguity, with public hearings preferably, between the O.R.C. 102.02 statute requiring disclosure of “all sources of income” and the

OEC-2011-01 Advisory Opinion that exempts a filer from disclosing the stock and bond portfolio holdings within their mutual funds, while it requires disclosure of stocks and bonds in investment accounts.

WHEREFORE, Relator requests a writ of mandamus ordering Michael V. Drake to make available fully compliant versions of Form Nos. OEC-2013 and OEC-2014 that include disclosure of all his mutual fund, investment account and IRA managed by his

Bank of the West broker/manager for inspection and copying without further delay.

WHEREFORE, Relator requests a writ of mandamus ordering Michael V. Drake to provide disclosure of “all sources of income” pursuant to O.R.C. 102.02, including the stock and bond portfolios of his IRA and mutual funds using the most recent S.E.C. Form

N-CSR7 published by each mutual fund prior to the end of the subject reporting year.

WHEREFORE, Relator requests a writ of mandamus ordering Michael V. Drake to provide his Form No. OEC-2013 Statement of Interest detailing “potential conflicts of interest” involving his past and current relationships, financial and otherwise, with and to the individuals otherwise identified on his Financial Disclosure, SCHEDULE D, Income

- Gifts, California Form 700, namely

1. Charles Martin; 2. Geoffrey Stack; 3. Hazem Chehabi; 4. James V. Mazzo;

7 Securities & Exchange Commission, Annual Certified Shareholder Report, Form N-CSR.

-22- 5. James Swinden; and 6. John Croul.

WHEREFORE, Relator requests a writ of mandamus ordering Michael V. Drake to provide his Form No. OEC-2013 Statement of Interest detailing “potential conflicts of interest” involving his past and current relationships, financial and otherwise, with individuals and organizations who are notoriously known to be associated with the individuals otherwise identified on Financial Disclosure, SCHEDULE D, Income - Gifts,

California Form 700, some of whom are known to include actual and prospective Ohio

State University vendors, donors, federal policy advocates, state surveillance purveyors, research collaborators and employers. These disclosures should include full disclosure of networks and relationships, including but not limited to:

1. Abbot Laboratories, all divisions; 14. Professor James P. Chandler, III; 2. Alex R. Fischer; 15. Michael Milken; 3. Bank of the West; 16. National Academy of Engineering; 4. Barack H. Obama; 17. The Brookings Institution; 5. Bill Clinton; 18. The U.S. Department of Energy; 6. David L. Goldwyn; 19. The U.S. Department of Homeland 7. Eastman Kodak; Security; 8. Fracking; 20. The U.S. Department of Justice; 9. General Electric; 21. The U.S. Department of State; 10. Goldwyn Global Strategies; 22. The Ford Foundation; 11. Hillary Clinton; 23. The Syrian Civil War and Bashar 12. Jeffrey Wadsworth; Al-Assad; and 13. Oracle, Larry Ellison, M.O.O.C. 24. Vistage. and Knowledge Universe;

-23- WHEREFORE, Relator requests all fees, costs, expenses in preparing this petitions, and such further and additional relief as is necessary and appropriate.

Michael T. McKibben 1676 Tendril Court Columbus, Ohio 43229-1429 (614) 890-3141 [email protected]

RELATOR, PROSE

-1- AFFIDAVIT OF VERIFICATION FOR WRIT OF MANDAMUS

STATE OF OHIO ) ) SS: COUNTY OF FRANKLIN )

BEFORE ME, the undersigned Notary, personally came and appeared Michael T. McKibben, Relator herein, who, after being duly sworn, deposed and says as follows:

1. I am a resident and citizen of the State of Ohio.

2. I have prepared and reviewed every line in the foregoing petition and complaint and am acquainted with the facts set forth. This is an original action in mandamus.

3. I verify that prior to filing this Petition and Complaint, I first sought remedy from the Ohio Ethics Commission, who provided me with an incomplete Form No. OEC-2013 Financial Disclosure for Michael V. Drake.

4. Following inability by the Ohio Ethics Commission to provide the omitted investment information, I filed a Sunshine Audit Complaint with the Auditor of State, Dave Yost. The Auditor verified that the actions by the Commission were proper and stated that a mandamus action was the next appropriate step.

6. I verify and certify that the copies of all information in exhibits herein are true and accurate copies as of the date identified on the publicly available versions of each item.

7. I verify and certify that this petition and complaint is true and accurate to the best of my knowledge.

FURTHER AFFIANT SAYETH NOT: ~ ;~)teij~ Michael T. McKibben, Relator, ProSe Swo~and subscribed before me this 1676 Tendril Court t.f -day of September, 2015. Columbus, OH 43229 (614) 890-3141 [email protected]

Notary Public PRAECIPE FOR SERVICE

TO THE CLERK:

Please issue a Summons along with a copy of this COMPLAINT to the Respondent in the caption on page one via Certified Mail, return receipt requested . . ~£~ ------~ Michael T. McKibben, Relator, ProSe Exhibit A

Notice to Parties (McKibben, M., Bruns, M.). (August 28, 2015). Sunshine Audit Complaint. David Yost, Ohio Auditor of State. Exhibit A, page 2 Exhibit A, page 3

Exhibit B

Michael V. Drake, Form No. OEC-2013, Financial Disclosure Statement, submitted to the Ohio Ethics Commission, September 29, 2014.

Form No. OEC·2013 OHIO ETHICS COMMISSION 13 FINANCIAL DISCLOSURE STATEMENT This statement is to be· filed in 2014 Financial information for calendar year 2013

Please tvP.e or print clearly. See instructions for assi~tance with this page. SECTION A. PERSONAl. CONTACT INfORMATION------, l ast Name First Name Ml J Drake IMi chael 0

SECTION B. STATUS (Check ·all that apply) FOR OFFICIAL US EONLY D Candidate CANDIDATES: Please list the date of 0 Write-in Candidate the first election (primary, special, or 0 Elected to an office general) when your name will appear FILED 0 Appointed to an une,xpired on the ballot. term in· elective .offic;e SEP 2 9 2014 0 Public Offidal ____Y_ e_ar____ ~~ th~. 1 PubliC Employee 1 OHIO ETHICS COMMISSION l2l 1 1 2o14 0 VoluntafY Filer r SECTION C. PUBUC POSITION, OFFICE, OR JOB Position/title (Example: council member, sheriff, board member. or jobtitle) 0 Seeking IPresident fl1 Hold 0 Held Public Entity you serve in 2014. served in 2013, or will serve if elected IThe Ohio Stata University Public Salary: Start Date: .End Date: 0 Uncompensated ·Month I Day Year I Month I Day Year 0 less than $16,000. ro·la 13 o 1 2! o 11 141 I. ·fl)· $16,000 or more I I I ·C,) SECTION 0, ADD ITIONAL PUBLIC POSITION, OFFICE, OR JOB ~ :X: 0 Position/Title (Example: council member; sheriff. board member, or job title} 0 $eeking - N) 0 Hold ·~- ::,.,~::u 0 Held ("')('") Public Entity you serve in 2014, served tn 2013, or will serve if elected -D (J)rr, "' ·('")- e::>< )> .:r.~- ~· o Public Salary: Start Date: · § End Date: ...,.,(.'l 0 Ur"ompeosated Month I Day J Year ·vear 1\,) -- I Month 1·Qay I w ::r.:~~-·~ 0 Less than $16,000 I I I I I. I I r ·. I I . I I· 0 $16,000 or more ...'

1 '?~:~,· ;-,-,:]'r;~';.: ·~:1~ .}:_~ -· ~-.?~J:}!:i. /.?~£fo~ pJllq}rHi4:co~MiSSiON us_E ciN~Y, ·~ ~ ,. .; ":; .; ', :~ -v · · :-'.;;;;·:";¢.'r:~~~~"i. Wa. lk-in _JKI) Filer has answered every requlr·ed question. Date incomplete form nter Office ~ rr FUer has not an:Swered these questions: returned to filer: No Check Date completed form d by: ::J(\ :eturned to ·aec: Page 1 of4 Exhibit B, page 2 1. SOURCES OF INCOME ·AU. FIURS MUST ANSWER THIS QUESTI ON: (For help, see instructions page 4) 0 I have no sources of income that I am required to list.

' . , Source of Income Service Provided Amount - - I I lA Bank of the West ISavings and checking accounts-interest I 8 Bank of the West IRA IRe tirement savings I I c Bank of the West Investment / Mutual Funds IRe tirement savings I I 0 "Yells Fargo ISavings and checking accounts-interest I less than $50 I E University of California-Irvine IEmployment-Chancellor I F See attached State of California Form 700 I I

2. SOURCES OF GIFTS ~All FilERS MUST ANSWER THIS QUlSTION: (For help, see instructions page 5) 0 I have no sources of gifts that I am required to list. ·, · :; . source of~ift . ·Source of Gift · .. ... 1 See attached State of California Form 700 ID

3. NAMES OF SPOUSE RESIDING IN HOUSEHOLD AND ANY DEPENDENT CHILDREN· All fiURS MUST ANSWER llflS QUESllON: 0 There are no immediate family members whose name·s 1am required to list. (For help, see instructions page S) . - . . ' • < -: H~stiandhVife Res id.lng in·Household Depen~ent Childr~n _ • - • . ~ .' . ~ Brenda Jackson Drake . ' . i------1 ' ·-. : ·oependentcnlldren .- , ., : :} ; . - ...... ---~ · .. . I N/A ~------~-,

4. NAMES OF BUSINESSES· All FILERS MUST ANSWER THIS QUESTION: (For help, see instru,tions page 5) If you or anyone you listed in Question 3 owns or operates a business, list the name of the business. 0 There are no business names that I am requited to list. ,. ::'f ...... j • ,; • .· s·· .Business Na~e - · . .· Business Name- - lo

5. LAND (REAL ESTATE) IN OHIO· All fiLERS MUST ANSWER THIS QUESTION : (For i\elp~ see. instructions page 6) ...... !l) I have no real estate that I am required to list. ,.,_, ...... _ - ...... >>, ·... · · ·. ' La rid (Real E.statetih ·otiio . · · · • ·- ·:"!· ·t...

8 c. -.I You are not required to disclose your personal residence or real property held primarily {or .penonal .re~reation.j Page 2 of4 Exhibit B, page 3 6. CREDITORS OVER $1,000 • All FILERS MUST ANSWER THIS Q.UEStiON: (For help, see instructions page 6) I have no creditors that I am required to list.

.· . Creditor; Creditor

1. DEBTORS OVER $1,000 ·ALL FILERS MUST ANSWER THIS QUESnON: (For help, see instructions page 6) Ill I have no debtors that I am required to list.

· ~ebtor

~··------~'-0------~

8. INVESTMENTS OVER $1,000- All FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 6 and 7) 0 I have no investments that I am required to list. .. . . :. ..£o·r·Ji~ r~!icin, TruSt, _Bt,eslness Trust, Partn"er~hlp, fir ~rociatlon . I ·Nature of InveStment . .. A Bank of the West Mutual Fund/Investment Account I Retirement I 8 Bank of lhe West IRA I Retirement I c I D I E I F I IF YOU NEED ADDITIONAL SPACE, PLEASE ATTACH A SEPARATE SHEET.

9. OFFICES/FIDUCIARY RElATIONSHIPS . All FILERS MUST ANSWER THIS QUESTION: (For help. see instructions page 7) 0 I have no offices or fiduciary relationships that I am required to list.

··corporation, Part-nershlp;or Office or Nature of Relationship. ~ Tr~~t, : slisiness ' Trust, Asro~;iation .. :· - .. t • .._ - .. • • v •• ~ - · ..- • , . . .,_ A See attached State of California Fonn 700 and supplemental list

SKIP QUESTIONS 10 AND UIF YOU ARE A; ---- • College or university trustee • City, township, school district, ESC, or sanitary district ------• Candidate for a city, township, school district, or ESC official or emph;>yee serving in a position that is paid _____ -- --- position that is paid less than $16,000 a year less than $16,000 a vear ---~------~--- 10. FOOD OR BEVERAGES· SKIP THIS QUESnON If USTEO IN BOX ABOVE: tt9f-·herp~-;ee insttuc.tions page 8) ------Ill I have no sources of meals, food, or beverages that I am required to list. ------. ' --~ - . .. .. ··~ -----. Source of Food or Seve~ ages . l' -~t- .. ~ • .. :"to ··

---- Page 3 of 4 ____..-.------ --- Exhibit B, page 4 ___... ------11. TRAVEL EXPENSES· SKIP ntiS QUESTION If USTED IN BOX ON PAGE 3: (For help, see in.structions page 8) 0 I have no sources of travel expenses that I am required to list.

, . ·.,-~. .. Source ofT rave! Expenses Arne;unt .

12. NON-DISPUTED INFORMATION • Allstate employees. stateoftodals and state board a!'!'f commi$sion me~bers le•csot wlleu <~nd university trv!lcesl Uf REQUIRED to answer Question 12. All other filers should skiP this question and go to question a Ill I have no information that I am required to list. (For help, see instructions page 9) ~: ·· · .. · .. 'Non-Disputed lnformati~ti . ""-;, ' .

13. SIGNATURE · AU FIURS MUST SIGN THE STATEMENT: {f or help, see instructions page 9 and 10)

By signing this statement:

• I swear or affirm that thi s $tatement and any additional attachments have be.en prepared or carefully reviewed by me, and constitute my complete, truthful, and correct disclosure of all required information, and that the address listed on page 1 is a correct mailing address. • I acknowledge and understand that, among other potential violations and penalties, knowingly filing a false statement is a criminal misdemeanor of the first degree, in violation of Sections 102.02(D) and 2921.13(A)(7) of the Revised Code, punishable by a fine of not more than $1,000, imprisonment of not more than six months. or both.

• I acknowledge and understand that filing a false statement may be grounds for removal from public office or dismissal from public employment pursuant to Sections 3.04 and 124.34 of the Revised Code.

• I acknowledge that, in 2013, I served in, or in 2014, I am serving in or a candidate for, the position indicated on page 1 of this statement.

ffyou have any questions before signing this form, please contact the Ohio Ethics Commission ot (614) 466-7090.

Before signing this statement, please review to make sure that you have answered each question you are required to answer. If you have nothing to list in response to any question, check the box indicating that you have nothing to list. If the response to any required question is omitted'-the Commission will return the statement to you as incomplete. Any pe~on who falls to file a complete statement by the approt!!iate filing deadline will be assessed a late filing fee and may be subject to criminal penalty. __ ------Deliver completed statement to: Ohio Ethics Commission, 30 W. Spring St., L3, Columbus, OH 43215 ---- My filing fee is: (For ~~lp; -see-i~-~;~uctions page 2) 0 Endosed (check or money order payable to "Ohio Ethics Commission") __....,... ------0 Submitted Online ______------~ My public agency is required or has agreed to pay my filing tee. ~------

YOURSIGNAl\JRE IS REQUIRED HER>/ ~~~ Date: 4 t 22 f Z&tc..c ------Rev'd t2.30.H ------·- Pa_ge 4 of 4 ------Exhibit B, page 5 ------2013 Offices and Fiduciary Relationships Michael V. Drake, MD

Coq~orationLNot for Profit RelationshiQ

Association of American Universities (AAU) Board Member Blue Ridge Academic Health Group Board Member University of California Global Health Institute Board Member California HealthCare Foundation Board Member California HealthCare Institute Board Member The Commonwealth Fund Board Member NCAA Division I Board Member

Exhibit B, page 6 ..,~- . ----..-~~ --- ~ - ---. .· CALIF(?RNIA FQR~~ - 7.00 .~ STATEMENT OF ECONOMIC INTERESTS r~:st~ FOl_!_l'E,.t..l PAAC i-r£"~o.~.f4!JJ!_I,.~~~o~. ~ ,. .• ~ ~y'BLIC~CU~.§~l . .J COVER PAGE Pkias9 l';pe or print in ink. NAl!E OF Fl!.£11 (UST) (FlRST) fi!IDDlEI Drake Michael v. 1. Office, Agency, or Court

Agel'~:y Name (Do rot use 8C/Oili7113} Unwersity of California DMsion. Board. 0ep2l'fnli!nt Dlsll'id. H~icable Your Posi:ion Irvine Campus Chancellor

• lr liling fos mullip!e positions, lisl below or on an atlachment (Do nol use IJCJOOyms)

Agency:------~--- P~i~:------

2. Jurisdiction of Office (Chtct ar l~st ()ne borJ Ill Sla:e 0 Judge or Court Commissioner (Sia:ewide Jurisdictioa) 0Coootyof ______0~------ oo~~------0~------

3. Type of Statement (Chrclt er te.tst on• bor) Ill Annual: The period covered is Janual'f 1. 2013. through 0 Leaving Office: Oale Lett ----' December Ji, 2013. (Check Ofle) -or· The period covered is ---'---'-----~ through 0 The period covered is January 1, 20\3, th10ugh the date of December 31, 2013. leaving office. 0 .l.ssumlng Office: Date llssumec! __;____;____ _ 0 The period covered is ----1____1·---~ !Mlugh \tie aa!e of lea-.ring o.'b.

0 Candidate: 8eclioo year ------ard office SQU9hl. il diile~enllhan Part 1: ------4. Schedule Summary Chtclc applicable sehedulea or ''Noflt." • Total number of pages Including this cover page:---

0 Schedule A·1 ·Investments -schedule attached Ill Schedule C • Income. loans. & &silless Po$itiom • sc~ule attached 0 Schedule A·2 • Investments - schedule aoached llJ Schedule D • Income - Gills - schedule attaclled 0 Schedule B • Reel Propelty • sdledule ar.ached 0 Schedule E • /f'IQJnle- Gifts- TrtNel Payments- schedu!e ettaclled -or· 0 None • Nc reponable interests on any sc.iedufe 5. Verification ~·~ .... 7PNY'I< ..--·············-···

I have used al reasooable ailigence In pore paring !his sta:ement 1have reviewed lhis statement and ;a the best of my knowledg ~ .l)le iiitonna!ion contailled hereia and in my altached schedules Is true and complete. I acl

Date Signed 4J,}ty Signatu :~- -IL.· --·b;<·· ~- - -t..-:::~· :x:laitL£..:::~£-----.1-- ~~;/;!;,d#f ,_, ... ,. Of'F.Jf; ~~-.:'f ..C:• .-fl-9~ 1 FPPC Form 700 I20U/2014) fPPC Advice: E~mn : [email protected] fPPC ToD·f r« He:lpline: 866/275·3712 www.fppc.ca.cov ...... Exhibit B, page 7 ' . . . . ~ -~f'· ~, SCHEDULE C CALIFORNIA FORM 7 00: FAIR POLITICAl P~I

NAME OF SOURCE OF INCOME NAME OF SOURCE OF INCOME Gilead Sciences Glaucoma Research and Education Group

AOO!IESS (&tsitrfss A«nss Al:ctpl•ble) AOORESS (Business Add~ ,4~plMJM) 333 lakeside Drive. Foster City CA 55 Stevensofl Street, San Francisco BUSINESS ACTMTY. IF ANY. OF SOU~CE 8USINE'SS ACTMTY. IF IWY. OF SOURCE medical research and development non-profit research and education YOUR BUSINESS POSITION YOUR BUSINESS POSITION Member, Health Polley Advisory Board Speaker

GROSS INCOME RECEIVED GROSS INCOME RECEIVED () SSOO • $1.000 0 SI.OOI • S\0.000 !ZJ SSOO • $1 .000 0 SI,OOI • S\0,000 1£1 S\0.001 • $100,000 0 OVER SIOO,OOO 0 $10,001 • SIOO.OOO 0 OVER SIOG,OOO

CONSIDERATION FOR 'MilCH INCOME WAS RECEIVED CONSIDERATION FOR 'MilCH INCOME WAS RECEIVED 0 Slllary 0 Spousa's or regis!"" domeslie parti'ICr's lnCO

()saeof ------(Js~e~ ------~~------ (R.. t tJI'O:»ttt. ~t """· -.oc' tl'le., tn;.tt'''l. ""'- eo.r. ""' t

0 Commission 01 QCommit$ion01 0 F!en1<11 Income. at ·~~ ..,.,..,. ol 1 to 000 Ot""""

0 Olntr Board fees til Other Speaking fee

• You are not required to report loans from commercial lending institutions, or any indebtedness created as part of a retail installment or credit card transaction, made in the lender's regular course of business on terms available to members of the public without regard to your official status. Personal loans and loans received not in a lender's regular course of business must be disclosed as follows:

NM:E OF LENOER· INTEREST R."TE

______% 0 None

SECURilY FOR LOAN

BUSINESS ACTIVITY. If' ANY, OF LENDER 0None

I".IGHEST BA!..ANCE OURING REPORTING PERIOD 0 SSOO · St.OOO 0 $1.001. $10,000 0 Gu~r.onlot _____...... :_:______0 S10,001 • $100.000 Q OVER $100,000 0 Otlltf------(IA=Illtl

FPPC Form 700 (2013/2014) Sch. C FPPC Advice Email: advlce!>fppt.ct.-eov FPPC Toll-Free Helpline: 86~/275;-3712 \NWW.fppc.ca.gov

Exhibit B, page 8 SCHEDULE C , CALIFOR~IA,~ORM .7,0(1': F41R POlniCAI- PRACTICfS C0'-1/JISSIO 'I o Income, Loans, & Business ' . "' "'- 'j Positions Name (Other than Gifts and Traver Payments) Michael V. Drake

NAME OF SOURCE OF INCOME NAME OF SOURCE OF lNcOME: Bank at the West/ BancWest California HeallhCare Foundation

ADDRESS (B<.ISin•ss Addre.$$ Accepl1lbleJ ADO!'U;.SS (Su.sitleSJ Ad!M~ A«epUbfeJ 180 Montgomery Street, San Francisco 1438 Webster Street. Oakland BUSIIoiESS ACTMfY. If Al>l'f, OF SOURCe. BUSINESS ACTMTY, IF AIN. OF SOURCE banking non-for-profit health promotion YOI.M BUSLNESS...POSJTION YOUR BUSil-lESS POSITION Member. Board of Directors M&mber, Board of OirectQrs

GROSS INCOME· RECEIVED GROSS INCOME RECEIVED 0 SSOO • S1.000 Q S1,001 - StO,OOO 0 S5CO • ~1.000 0 S1.00l • S10,000 0 StO.OOt - 111)(),000 IZJ OVER $ 100,000 121 '10,001 - s 100.000 0 OVER SlOO,OOO

COIIISIDERAnON FOR !MilCH INCOME WAS RECEMO CONSIDERAnON FOR V.'tUCH INCOJ,IE WAS RECEIVEO 0 Salary 0 Si>Ouse'• ·or teglsteced llormslii: ::a.rtnv'l income 0 Sa!ary 0 Spowe'&. cr !Wgls:e~ CDIT'~c pertrnit't income 0 laen repayment 0 Portne:nhi"p 0 loa~ repaym•m 0 Pattne..Wp [Jsweol ------~~------~--~------IR

0 ·commission or 0 R.ental ~. ~SC•a<:~~- oti!O.IIOI'l""""""

Ill Other Board rees Ill Oilier Board fees (~l

0 • .·<2.'t.OANS RECEIVED OR OUTSTANDING OURHIG.THE REPOIWNG PERIOO;· ~ ('.·<"'~j<'_. -.,·. , . : ' . ·.· . ·' ~" ·_7 ~· -: • You are not required to report loans from commercial lending institutions. or any indebtedness created as part of a retail installment or credit card transac'Jon, made ln the lender's regular course of business on terms available to members of the public without regard to your official status. Personal loans and loans received not in a lender's regular coutSe of business must be d'isclosed as follows:

INTEREST RATE

_ ___ % 0Nane

SECURITY FOR LOAN

BUSINESS ACTMTY, IF At·.'V, OF LENDER

0 Real Pro~e~y ------=::-:-7=~------St:ni_...SS HIGHeST BALANCE DURING REPORTING PERIOD 0 SSOO • SI,OOQ c.;y. . 0 ~1 .001 - $10.000 Q CIJI!'"OI ______:. -:------0 $10.001 • SU)O,OOO 0 ove:R s1oo.ooo 0 OU'Ier ---'------=---:--:----~-- ~-""'

• + + + . c·omments:

FPPC Form 100 (2013/2014) Sth. C FPPC Advi~ Email: advicet!>fppc.ca.gov FPPC Toll·free Helpline: 866/lJS-~177.. www.fppc.ca.gov

Exhibit B, page 9 ,.

•· . . -· -~-,.....~:!\'!i CALIFORNIA FORM 700~ r~lf< PO~ITICA! ?RACTIC£S COL"JIS.~fO>l'jJ SCHEDULED '.:"- .• ...... ,. '"". ,";t"""·.... ~~ Name Income - Gifts Michael V. Drake

.. NAME OF SOURCE (Not an ACIOr>ytn) • l'tl\ME OF SOURCE (Nolan ACIIllljmJ John Croul Hazem Chehabi ADDRESS tSusiMU Adr:Jtess Acuptatlt) AOORESS {8usill&ss A<*Jrt.u Acuptlblel PO Box 1287, Santa Ana. CA, 92702 1605 Avocado, Suite 203, Newport Beach, CA 92660 BUSINESS ACTIVITY. IF ANY. OF SOURCE BUSINESS ACTMTY, IF ANY, OF SOURCE UCI Foundation Trustee

OATE (t:III'I!Odl)'y) VALUE OESCRIPnON Of GIFT{S) DATE (mmtdd~) VALUE OE$CRIPTION OF GIF'T(S}

Business Dinner ~~~$ 40.00 Business Lunch

____i___J_ s ____ (ind. Mrs. Drake) ,.SE..,~$ 40.00 Business·Lunch ---'---'- ,______]__}_ $ ____

• NAME OF SOURCE (Nol an ACJOIIYm) • NAME OF SOURCE. (Nolan ACronym' Charles Martin James Mazzo

AOORESS (&siMU A~U A~~llle) AOORESS {81/o$iM.u AcA1nw Ai=J)Iab/f} 660 Newport Center Dr.. #1220. Newport Beach, CA 32 Discovery, Suite 200, Irvine, CA 92618 BUSINESS ACTMTY. IF At-N, OF SOURCE 9USINESS ACTMTY. IF ANt, OF SOURCE UCI Foundaiion Trustee UCI Foundation Trustee

OATE (~ VALUE DESCRIPTION OF GIFTIS) OATE (mmllld/nt) VALUE llESCR!PfiON OF GIFT(S)

02 ~~~ s 100.00 Business Dinner Dinner(inci.Mrs.Drake)

07 ~~~ s 200.00 Oinner(ind.Mrs.Drake) __]__}_ ~----

!!0_'!3 I~ s 100.00 Business Dinner __J_J_ s ____

• NAMC: OF ~RCE (No/ en ACI!IIIytn) • NAME OF SOURCE (M:ll .Jn A.:mr.~ Geoffrey Stack James Swinden

. AOORESS (Business Add~:s.s Aa;eptabilt) AOORESS (81S$int.u A~J$ Acu~b/fJ 18802 Bardeen Ave .. Irvine, CA 92612 18881 Von Karman Ave., #1275,1rvine. CA. 92612 BUSINI:SS ACTMTY, IF Am. OF SOURCE BUSINESS ACTIVITY, IF ANY, OF SOURCE UCI Foundation Trustee

DATE (mzMid/yy) VALUE DESC~IPTION OF Gli'T(SI DATE (mmldd/yy) VA~VE OESCRI?TION OF GIFTISJ

Dinner(inci.Mrs.Drake) ~ 22 '~ • 100.00 Oinner(inci.Mrs.Drake)

__j__j_ $, ______J_J_ S----

.....__j_J_ $ ___ __j_J_ S----

Commen~:------

FPPC Form 700 (2013/2014) Sch. 0 FPPC Advite Email: [email protected] FPPC Toll-Free Helplioe: 866/27~·3772 www.fppc.ca.rov

Exhibit B, page 10 . .

SCHEDULE 0 Name Income - Gifts Michael V. Drake

... NAME OF SOURCE (Not 8f) Aci'M_vm/ .,.. NAME OF SOURCE (Net .an .Acmt1ym) Thomas Tierney

ADDReSS (8U$inHJS Add~ Acu/)fab!e) 2802 Dow Ave., Tuslin, CA. 92780 BUSINESS ACTMTY. IF Afol'f. OF SOURCE BUSINE'SS ACTMTY. IF ANY. OF SOURCE UCI Foundation Trustee

DESCRIPTION Of Gll'TIS) OATE (mmldd/W) VA.LUE OESCRIPiiO~ OF GIFi(S)

~03 1 13 , __s_o_.o_o Business Dinner --'--'- $ ____

--'--'- •·------'--'- $ ____ --'--'- $. ____ --'--'- ... N.AME OF SOURCE (Not en Acttltl_vm} .,.. NAME OF SOURCE (Nol •nACtOil)'m)

BUSINESS ACTIVITY. IF AtN. OF SOURCE BUSINESS ACTIVITY, IF A~. OF SOURCE

DATE (mmldd/vY) VALUE DESCRIPTION OF GlF'i(S) OATE (mmlddfvv) VAlUE DESCRIPTION OF GIFT($}

-'--'- $ ____ --'--'- $ ____

--'--'- $. ______j_J_ $ ____

--'--'- $. ____ --'--'- s _ _ _ _

" NAME OF SOURCE (Not an Acronym) ... NAME OF SOURCE (Nol I ll AcfOtlytr!J

AOORESS {8~~ Adl1re~ Aca:ptaCit)

BUSINESS ACTMTY. IF ANY. Of SOCJRCE BUSINESS ACTIVITY. It A~t(. Or SOIJRCE

OATE (IMI/ddlr)') VALUE DESCRIPTION OF GIFT(S) OESCRI?'nOr-1 OF GIFT(SJ --'--'- ,___ _ --'-'- s ____ ------

--'--'- $ ____ --'--'- $ ____ ------___j__J_ , _ _ _ _ ------'--'- f.~------Commen~:------~------~~-~------

FPPC Fonn 700 (2013/2014) Seh. D ..------·· ------EPPC Advice Email: advice@)fppc.ca.cov FPPC Toll-Free Helpfine: 866/275·)112 -.fppc.ca.gov ------Exhibit B, page 11 ------Form No. OEC-2013 OHIO ETHICS COMMISSION FINANCIAL DISCLOSURE STATEMENT This statement is to be filed in 2014 Financial information for calendar year 2013 Please type or print clearly. See instructions for assistance with this page. SECTION A. PERSONAL CONTACT INFORMATION Last Name First Name MI

Address City State Zip

County E-mail Address Phone ( )

SECTION B. STATUS (Check all that apply) FOR OFFICIAL USE ONLY Candidate CANDIDATES: Please list the date of Write-in Candidate the first election (primary, special, or Elected to an office general) when your name will appear Appointed to an unexpired on the ballot. term in elective office Public Official Month Day Year Public Employee 2014 Voluntary Filer

SECTION C. PUBLIC POSITION, OFFICE, OR JOB Position/Title (Example: council member, sheriff, board member, or job title) Seeking Hold Held Public Entity you serve in 2014, served in 2013, or will serve if elected

Public Salary: Start Date: End Date: Uncompensated Month Day Year Month Day Year Less than $16,000 $16,000 or more

SECTION D. ADDITIONAL PUBLIC POSITION, OFFICE, OR JOB Position/Title (Example: council member, sheriff, board member, or job title) Seeking Hold Held Public Entity you serve in 2014, served in 2013, or will serve if elected

Public Salary: Start Date: End Date: Uncompensated Month Day Year Month Day Year Less than $16,000 $16,000 or more

FOR OHIO ETHICS COMMISSION USE ONLY Walk-in Filer has answered every required question. Date incomplete form Inter Office Filer has not answered these questions: returned to filer: No Check Date completed form Rev'd by: returned to OEC: ExhibitPage B, 1 pageof 4 12 1. SOURCES OF INCOME - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 4) I have no sources of income that I am required to list.

Source of Income Service Provided Amount A B C D E F

2. SOURCES OF GIFTS - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 5) I have no sources of gifts that I am required to list.

Source of Gift Source of Gift A D B E C F

3. NAMES OF SPOUSE RESIDING IN HOUSEHOLD AND ANY DEPENDENT CHILDREN - ALL FILERS MUST ANSWER THIS QUESTION: There are no immediate family members whose names I am required to list. (For help, see instructions page 5)

Husband/Wife Residing in Household Dependent Children

Dependent Children

4. NAMES OF BUSINESSES - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 5) If you or anyone you listed in Question 3 owns or operates a business, list the name of the business. There are no business names that I am required to list.

Business Name Business Name A C B D

5. LAND (REAL ESTATE) IN OHIO - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 6) I have no real estate that I am required to list. Land (Real Estate) in Ohio (List address or, if address is unavailable, plat number and county) A B C You are not required to disclose your personal residence or real property held primarily for personal recreation. ExhibitPage B, 2 pageof 4 13 6. CREDITORS OVER $1,000 - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 6) I have no creditors that I am required to list.

Creditor Creditor A D B E C F

7. DEBTORS OVER $1,000 - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 6) I have no debtors that I am required to list.

Debtor Debtor A C B D

8. INVESTMENTS OVER $1,000 - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 6 and 7) I have no investments that I am required to list.

Corporation, Trust, Business Trust, Partnership, or Association Nature of Investment A B C D E F IF YOU NEED ADDITIONAL SPACE, PLEASE ATTACH A SEPARATE SHEET.

9. OFFICES/FIDUCIARY RELATIONSHIPS - ALL FILERS MUST ANSWER THIS QUESTION: (For help, see instructions page 7) I have no offices or fiduciary relationships that I am required to list.

Corporation, Trust, Business Trust, Partnership, or Association Office or Nature of Relationship A B

SKIP QUESTIONS 10 AND 11 IF YOU ARE A: • College or university trustee • City, township, school district, ESC, or sanitary district • Candidate for a city, township, school district, or ESC official or employee serving in a position that is paid position that is paid less than $16,000 a year less than $16,000 a year

10. FOOD OR BEVERAGES - SKIP THIS QUESTION IF LISTED IN BOX ABOVE: (For help, see instructions page 8) I have no sources of meals, food, or beverages that I am required to list.

Source of Food or Beverages Source of Food or Beverages A C B D

ExhibitPage B, 3 pageof 4 14 11. TRAVEL EXPENSES - SKIP THIS QUESTION IF LISTED IN BOX ON PAGE 3: (For help, see instructions page 8) I have no sources of travel expenses that I am required to list.

Source of Travel Expenses Amount A B C D E F

12. NON-DISPUTED INFORMATION - ALL state employees, state officials and state board and commission members (except college and university trustees) are REQUIRED to answer Question 12. All other filers should skip this question and go to question 13. I have no information that I am required to list. (For help, see instructions page 9)

Non-Disputed Information A B

13. SIGNATURE - ALL FILERS MUST SIGN THE STATEMENT: (For help, see instructions page 9 and 10) By signing this statement:

• I swear or affirm that this statement and any additional attachments have been prepared or carefully reviewed by me, and constitute my complete, truthful, and correct disclosure of all required information, and that the address listed on page 1 is a correct mailing address. • I acknowledge and understand that, among other potential violations and penalties, knowingly filing a false statement is a criminal misdemeanor of the first degree, in violation of Sections 102.02(D) and 2921.13(A)(7) of the Revised Code, punishable by a fine of not more than $1,000, imprisonment of not more than six months, or both. • I acknowledge and understand that filing a false statement may be grounds for removal from public office or dismissal from public employment pursuant to Sections 3.04 and 124.34 of the Revised Code. • I acknowledge that, in 2013, I served in, or in 2014, I am serving in or a candidate for, the position indicated on page 1 of this statement.

If you have any questions before signing this form, please contact the Ohio Ethics Commission at (614) 466-7090.

Deliver completed statement to: Ohio Ethics Commission, 30 W. Spring St., L3, Columbus, OH 43215 My filing fee is: (For help, see instructions page 2) Enclosed (check or money order payable to "Ohio Ethics Commission") Submitted Online My public agency is required or has agreed to pay my filing fee.

YOUR SIGNATURE IS REQUIRED HERE: Date:

Rev'd 12.30.13 ExhibitPage B, 4 pageof 4 15 CONFIDENTIAL

STATEMENT OF INTEREST

Before completing this statement, please read the instructions on the back.

The following sources of income, investments, or other interests identified on my 2013 Financial Disclosure Statement are regulated by, do business or seek to do business with, or are interested in matters pending before, the school district or educational service center that I serve or served.

[EXAMPLE: I am president of XYZ Company, which is regulated by or does business

with the school district or educational service center that I serve or served.]

IF NONE, CHECK HERE

(You must sign this statement even if you checked the "none" box.)

Date: Signature

Name (Printed or typed)

School District or Educational Service Center

OHIO ETHICS COMMISSION (614) 466-7090 Exhibit B, page 16 Page 1 of 2 CONFIDENTIAL

Instructions for Completing Statement of Interest

Please identify sources of income, investments, and other interests that you listed on your Financial Disclosure Statement that are regulated by, do business with or seek to do business with, or are interested in matters pending before, the school district or educational service center you serve in 2014 or served in 2013. This includes any firms or entities in which you are an officer or board member, or have a significant ownership interest. If none of the sources of income, firms, organizations, or other interests that you listed on your Financial Disclosure Statement are regulated by, do business with or seek to do business with, or are interested in matters pending before, your school district or educational service center, please check the “IF NONE, CHECK HERE” box. Explanation Of Statement Of Interest

Division (B) of Section 102.02 of the Revised Code provides that Financial Disclosure Statements filed by school district and ESC superintendents, treasurers, and business managers shall be kept confidential, except that any portion of the statement that indicates a “potential conflict of interest” is subject to public inspection. The Ohio Ethics Commission is required by R.C. 102.02(B) to review each of these statements to determine whether a “potential conflict of interest” exists. A “potential conflict of interest” exists if the private interests of the person might interfere with the public interests he or she is required to serve in his or her public office or employment. In order to streamline this process and avoid unnecessary correspondence, public officials who file confidential Financial Disclosure Statements are asked to complete a “Statement of Interest,” and identify those interests listed on the Financial Disclosure Statement that might interfere with their public duties.

If the Ethics Commission determines that a “potential conflict of interest” exists, it is required to make that portion of the Financial Disclosure Statement available for public inspection, and notify the public official or employee of the finding. A finding of a “potential conflict of interest” does not mean that the person engaged in any actual conflicts of interest. It means that the public official or employee has some personal, financial or fiduciary interest that has a connection, or link, to his or her public office or employment. The public official or employee should use this finding as a reminder that the interest might, under specific circumstances, create an actual conflict of interest. In such circumstances, the public official or employee may be required to abstain, and should contact the Ohio Ethics Commission or his or her appropriate legal advisor for guidance. If you have any questions about the “Statement of Interest” or the application of the Ethics Law to you, please contact the Ohio Ethics Commission at (614) 466-7090.

OHIO ETHICS COMMISSION (614) 466-7090 Exhibit B, page 17 Page 2 of 2 PURPOSE OF FINANCIAL DISCLOSURE AND REQUIREMENT FOR DISCLOSURE

Filing a financial disclosure statement is part of the responsibility of choosing to hold or run for public office or employment. The purpose of requiring public officials and employees to file financial disclosure statements is to increase confidence in government and openness by: (1) Assisting public servants in identifying potential conflicts of interest; and (2) Allowing citizens to become aware of the financial interests of the officials and employees who serve them.

Filing an annual financial disclosure statement is required by law and Commission rule. [For more information on positions required to file by Commission rule, click here.] Financial information must be completed for the entire preceding calendar year. A person who leaves a filing position must file for the last calendar year in which he or she held the position. No person is required to file more than one statement for any calendar year.

WHO IS REQUIRED TO FILE A FINANCIAL DISCLOSURE STATEMENT:

Anyone who is elected, appointed to, or a candidate for the following elective offices:

• State elective office • School district board of education (in districts with a • County elective office total student count of 12,000 or more) • City elective office • Educational service center (ESC) governing board in • State Board of Education an ESC with a total student count of 12,000 or more

Candidates for office should note that this financial disclosure statement is NOT the same as a campaign finance report that is filed with the Secretary of State’s Office or county board of elections. This statement must be filed regardless of whether the candidate raised or spent money for his or her campaign.

Anyone who is appointed to the following non-elective public positions:

• Member, state board or commission • Member, state retirement system board • Appointed member, State Board of Education • Appointed member, ESC governing board in an ESC • Trustee, state college or university with a total student count of 12,000 or more

Anyone who is employed in these public positions:

• State department director, assistant director, • All technical employees of the Casino Control deputy director, or division chief Commission who perform an internal audit function • Person in an equivalent rank to the above • Administrator, Director of Investments, and Chief state department employees Investment Officer, Bureau of Workers’ • Chief executive officer of a state board, Compensation commission, or retirement system • State employees paid under Schedule “E-2” or “C” • All state retirement system investment • President, State college or university officers • Superintendent, Treasurer, or Business Manager, • All professional employees of the Casino school district or ESC Control Commission

Other Filing Categories: Other filers include members and employees of JobsOhio, members of some sanitary districts, and members of school district academic distress commissions.

Exhibit B, page 18 FILING DEADLINES: The disclosure statement must be received by the Commission, or have a U.S. postmark or date from a commercial delivery service, by the applicable deadline. The filing deadline for disclosure statements is TUESDAY, APRIL 15, 2014, unless you are filing for any of the following reasons:

Candidates: The disclosure statement is due for most candidates thirty days before the first primary, special or general election when their names will be on the ballot. For write-in candidates, the statement is due twenty days before the first primary, general, or special election when their names will be on the ballot. For example:

Candidate in the May 6, 2014, primary election ...... Monday, April 7, 2014 Write-in candidate in the May 6, 2014, primary election ...... Wednesday, April 16, 2014 Candidate in the November 4, 2014, general election (who has not already filed as an incumbent or primary candidate) ...... Monday, October 6, 2014 Write-in candidate in the November 4, 2014, general election (who has not already filed as an incumbent or primary candidate) ...... Wednesday, October 15, 2014

Person Appointed to Unexpired Term in Elected Office: Within 15 days after being sworn in to office.

Person Appointed or Promoted to, or Employed in, a Non-Elective Filing Position after February 15, 2014: Within 90 days of appointment, promotion, or employment.

FILING FEES: Disclosure statements must be accompanied by a filing fee based on the position for which the person is filing.

State elected office holder or candidate ...... $ 95.00 State Board of Education member or candidate ...... $ 35.00 County elected office holder or candidate ...... $ 60.00 City elected office holder or candidate ...... $ 35.00 School district board of education member or candidate ...... $ 30.00 ESC governing board member ...... $ 30.00 School district or ESC superintendent, treasurer, or business manager ...... $ 30.00 All other filers ...... $ 60.00

Filing fees can be paid by check or money order made payable to the Ohio Ethics Commission.

LATE FEES: Any person who files the disclosure statement after the appropriate deadline is required to pay a late fee of $10 a day for each day the statement is late. The maximum late fee is $250.

FAILURE TO FILE A DISCLOSURE STATEMENT OR FILING A FALSE DISCLOSURE STATEMENT: Any person who fails to file a disclosure statement or who files a false statement may be subject to prosecution. R.C. 102.02(C) makes it a fourth-degree misdemeanor to knowingly fail to file a disclosure statement that is required by law. R.C. 102.02(D) and 2921.13(A)(7) make it a first-degree misdemeanor to knowingly file a false disclosure statement.

PUBLIC RECORDS: Once filed, every disclosure statement is a public record. Most statements and their attachments are available for public inspection. For security purposes, filers should NOT list or attach any of the following to their disclosure statements: (a) social security numbers; (b) account numbers for bank, credit card, or investment accounts; or (c) IRS documents or filings.

Exhibit B, page 19 STEP-BY-STEP INSTRUCTIONS

SECTION A—PERSONAL CONTACT INFORMATION: Fill in your name, preferred mailing address, county, phone number, and e-mail address. Your e-mail address will be used to provide you with updates and notices about financial disclosure filings.

SECTION B—STATUS: Check all of the appropriate boxes indicating your status—the reason you are filing this statement. For example, if you are a county elected official who is running for a city elected office, you would check the box for “Candidate” and the box for “Elected to an office.”

Check “Public official” if you are filing a disclosure statement because you have been appointed to a public board or commission (such as a state board, university board of trustees, or board of a sanitary district).

Check “Public employee” if you are filing a disclosure statement because you are an employee of a state or local public agency (such as a state department director, retirement system investment officer, or school district superintendent).

If you are a candidate, please list the date of the first primary, special, or general election in 2014 when your name will appear on the ballot. If you are a write-in candidate, list the date of the first election at which voters can write in your name on the ballot.

SECTION C—PUBLIC POSITION, OFFICE, OR JOB: Information about the public position for which you are filing a disclosure statement.

List your public position or title, such as council member, sheriff, board member, or department director.

List the public entity that you serve in 2014, served in 2013, or will serve if elected. For example, if you are a city council member, list the name of the city. If you are a county sheriff, list the name of the county. If you are a board member, list the name of the board. If you are a department director, list the name of the department.

If you are a candidate seeking the position, check the “Seeking” box. If you are currently serving, check the “Hold” box.

If you served in 2013 or 2014, and are no longer serving, check the “Held” box.

Indicate whether the position you hold, held, or are seeking is uncompensated, or check the box next to the salary category paid for service in the position.

List the start date for the position you hold. If you are an elected official, list the start date for the current term. If you were appointed to an unexpired term in an elected office, your start date is the date you were sworn in to the office. List the end date for the position if there is an end date.

SECTION D—ADDITIONAL PUBLIC POSITION, OFFICE, OR JOB: If you are required to file a disclosure statement for more than one public position, provide information for the other public position here. If you are not required to file a disclosure statement for more than one public position, skip Section D.

Exhibit B, page 20 QUESTION 1—SOURCES OF INCOME: For more information, check out FAQs on Income

“Income” includes: 1. “Gross income” as defined in the federal Internal Revenue Code (26 USC 61); and 2. Interest and dividends on all governmental securities, whether federal, state, or local.

Examples of “gross income” include compensation for services (such as salary), interest, rent, and pensions.

Most filers* must list every source of income, regardless of amount, that: (a) they received in 2013; or (b) any other person received in 2013 for their use or benefit. Following each source of income, briefly describe the services you provided in return for the income.

Another person has received income for your “use or benefit” if the source’s purpose for giving compensation to that person is to provide it for your use or for your benefit. For example, if you are a beneficiary of a trust, the trust earns income for your use or benefit. You must list the trust as a source of income and all sources of income received by the trust. For more information about trust disclosure, see Advisory Opinion No. 2005-01.

If you are paid for your public service, include the public agency as a source of income.

You are not required to disclose:

A. Your spouse’s income sources (although you may benefit from your spouse’s income, he or she usually does not receive income for the purpose of providing it to you [see Advisory Opinion No. 75-036]); or B. The names of clients, patients, or customers of your business or practice (simply disclose the business or practice).

Amount of Income: You must also disclose the amount of income you received from any source, IF:

1. The source is doing or seeking to do business with the public agency you serve; or 2. You earned the income because you provided goods or services to a legislative agent (lobbyist). [See R.C. 101.70 or contact the Joint Legislative Ethics Committee for further information.]

EXAMPLES:

Source of Income Service Provided Amount A Your Public Employer Your position B Smith & Jones Co., L.P.A. Private law practice C ABC Pension Fund Retirement D XYZ Corporation Stock dividends E Friendly National Bank Interest on savings account $45.00** ** Because this bank is a depository for the filer’s public agency, the amount must also be disclosed.

* NOTE: These filers disclose only sources of income over $500 and are not required to disclose amounts of income: • College or university trustees; • Any official or employee of a city, school district, ESC, or sanitary district if his or her public position is paid less than $16,000; and • Any candidate for an elective office of a city, school district, or ESC if the office is paid less than $16,000.

Exhibit B, page 21 QUESTION 2—SOURCES OF GIFTS: For more information, check out FAQs on Gifts

Most filers* list every source of a single gift valued at over $75 or multiple gifts with a total value of over $75 that:

A. You personally received in 2013; and B. Any other person received for your use or benefit in 2013.

Another person has received a gift for your “use or benefit” if the giver’s purpose for giving a gift to that person is to provide it for your use or for your benefit. For example, if your spouse has received a gift and the giver’s purpose is to provide the gift to you, your spouse received the gift for your use or benefit.

Sources of gifts can include individuals, corporations, or groups of individuals or corporations, such as co-workers, not-forprofit organizations, and trade associations.

You are not required to disclose:

A. The nature of the gift; B. Campaign contributions; C. Gifts received by will or inheritance or by distribution from a trust established by a spouse or ancestor; D. Gifts received from any of these family members: spouse, parents, grandparents, children, grandchildren, siblings, nephews, nieces, uncles, aunts, brothers- or sisters-in-law, sons- or daughters-in-law, or parents-in-law; or E. Gifts from any person to whom you stand in the place of a parent.

* NOTE: These filers disclose only sources of gifts valued at over $500:

• College or university trustees; • Any official or employee of a city, school district, ESC, or sanitary district if his or her public position is paid less than $16,000; and • Any candidate for an elective office of a city, school district, or ESC if the office is paid less than $16,000.

QUESTION 3—IMMEDIATE FAMILY MEMBER: For more information, check out FAQs on Family Members

List the names of your spouse (husband or wife) living in your household and any dependent children.

QUESTION 4—NAMES OF BUSINESSES: For more information, check out FAQs on Business Names

List all names under which you, or any of the immediate family members you listed in response to Question 3, do business. For example, list the name of any business that you or your immediate family members own or operate.

EXAMPLES:

A. You are a partner in a law firm named Smith & Jones. You should list “Smith & Jones.” B. Your spouse who lives with you has an accounting firm called Ace Accounting. You should list “Ace Accounting.” C. Your dependent child mows lawns under a business called Carl’s Lawn Service. You should list “Carl’s Lawn Service.”

Exhibit B, page 22 QUESTION 5—LAND (REAL ESTATE): For more information, check out FAQs on Real Estate

List all of your leasehold and ownership interests in land and real estate located in Ohio.

NOTE: Because of an exception in the law, you are not required to disclose:

A. Your personal residence; or B. Any property you use primarily for personal recreation.

QUESTION 6—CREDITORS: For more information, check out FAQs on Creditors List the name of any person or business residing or transacting business in Ohio to whom you owe, or owed, in 2013, more than $1000 in your own name or in the name of any other person.

For example, if you charged more than $1000 on a credit card during 2013, you must disclose the name of the credit card issuer even if you paid off the card during the grace period.

NOTE: Because of an exception in the law, you are not required to disclose a creditor if the debt:

A. Is secured on your personal residence (such as a mortgage or home equity loan); B. Is secured on real estate used primarily for personal recreation (such as a home equity loan); or C. Results from the ordinary conduct of your business or profession.

QUESTION 7—DEBTORS: For more information, check out FAQs on Debtors

List the name of anyone residing or transacting business in Ohio who owed you, or any other person for your use or benefit, more than $1000 during 2013.

NOTE: Because of an exception in the law, you are not required to disclose as a debtor:

A. A bank or other financial institution if the only money it owes to you is money you deposited with it; B. Any person who owes you money as a result of the ordinary conduct of your business or profession; or C. Clients or patients who owe you money if you are a lawyer, doctor, or psychologist.

QUESTION 8—INVESTMENTS: For more information, check out FAQs on Investments and Advisory Opinion No. 2011-01

List the name of each corporation that is incorporated in, or holds a certificate of compliance to do business in, Ohio, and every trust, business trust, partnership, or association that transacts business in Ohio, in which during 2013:

A. You had an investment of over $1000 at any time during the year; and B. Any other person had an investment of over $1000 for your use or benefit at any time during the year.

You should list any investment you held at any time in 2013, even if you sold or otherwise disposed of it during the year. Briefly describe the nature of each investment you disclose.

Exhibit B, page 23 NOTE: You are not required to disclose:

A. Saving and checking accounts, certificates of deposit, and other deposits with financial institutions; or B. Personal identifying information such as social security or investment account number.

EXAMPLES:

Corporation, Trust, Business Trust, Nature of Investment Partnership, or Association A ABC Growth Fund Mutual Fund B XYZ Corporation Common Stock C Smith Family Trust Beneficiary D Planet Us Company Stock in trust E All American Fund Deferred Compensation Mutual Fund F Lifeplan 2030 Deferred Compensation Investment G 123 Corporation Stock in Investment Account H Popular Company Stock in IRA I MegaGrowth Fund Mutual Fund in 401(k) Account

QUESTION 9–OFFICES AND FIDUCIARY RELATIONSHIPS: For more information, check out FAQs on Fiduciary Interest

List the name of each corporation that is incorporated in, or holds a certificate of compliance to do business in, Ohio, and every trust, business trust, partnership, or association incorporated or authorized to do business in Ohio, or transacting business in Ohio:

A. In which you held an office in 2013; or B. With which you had a fiduciary relationship in 2013.

A person has a “fiduciary relationship” with an entity if he or she has the authority to make decisions in the entity’s interests.

EXAMPLES:

Corporation, Trust, Business Trust, Office or Nature of Relationship Partnership, or Association A Buckeye Friends Trust Trustee B Smith & Jones Co., L.P.A. Partner C Smith Cleaning Company Member, Board of Directors

Exhibit B, page 24

SKIP QUESTIONS 10 and 11 if you are a:

• College or university trustee; • City, school district, ESC, or sanitary district official or employee and serving in a position paid less than $16,000 a year; or • Candidate for a city, school district, or ESC position paid less than $16,000 a year.

QUESTION 10—MEALS, FOOD, AND BEVERAGES: For more information, check out FAQs on Meals

List any source of payment for meals, food, or beverages valued at over $100 that was received in connection with your official duties by you or any other person for your use of benefit in 2013.

Include your public agency if it paid for more than $100 of meals, food, or beverages for you unless you have included the information within the travel expenses disclosure section in response to the next question.

NOTE: Because of an exception in the law, you are not required to disclose anyone who provided meals, food, or beverages to you:

A. At a meeting where you participated in a panel, seminar, or speaking engagement; or B. At a meeting or convention of a national or state organization to which any state agency, legislative agency, state institution of higher education, political subdivision, or office or agency thereof, pays membership dues.

QUESTION 11—TRAVEL EXPENSES: For more information, check out FAQs on Travel Expenses

List both the source and the amount of each individual payment of travel expenses, received in 2013, that was:

A. Received by you in connection with your official duties; or B. Paid to any other person for your use or benefit in connection with your official duties.

Include your public agency if it paid for or reimbursed travel expenses for you.

You must list each payment or reimbursement separately. Travel expenses include parking fees, lodging, airline tickets, and mileage reimbursements.

NOTE: Because of an exception in the law, you are not required to disclose anyone who provided travel expenses to a meeting or convention of a national or state organization to which any state agency, legislative agency, state institution of higher education, political subdivision, or office or agency thereof, pays membership dues.

Exhibit B, page 25

SKIP QUESTION 12 unless you are a:

• State elected official; or • State Employee; or • State board or commission member (except college or university trustee).

QUESTION 12—NON-DISPUTED INFORMATION:

ALL state employees, state officials, and state board and commission members (except college and university trustees) are REQUIRED to answer Question 12.

If you received a statement from a legislative agent, executive agency or retirement system lobbyist or the employer of such that identifies you as the recipient of expenditures made by that lobbyist or employer, and you do not dispute the information contained in the statement, attach a copy of the statement or list the non-disputed information below. If you dispute a legislative lobbying expenditure made in your name please contact the Office of the Legislative Inspector General at 614-728-5100. To dispute an executive or retirement system expenditure made in your name, please contact the Ohio Ethics Commission.

QUESTION 13—SIGNATURE: Please note that by signing your financial disclosure statement:

• You swear or affirm that this statement and any additional attachments have been prepared or carefully reviewed by you, and constitute your complete, truthful, and correct disclosure of all required information, and that the address listed in the PERSONAL CONTACT INFORMATION on page 1 is your correct mailing address;

• You acknowledge and understand that, among other potential violations and penalties, knowingly filing a false statement is a criminal misdemeanor of the first degree, in violation of Sections 102.02(D) and 2921.13(A)(7) of the Ohio Revised Code punishable by a fine of not more than $1,000, imprisonment of not more than six months, or both;

• You acknowledge and understand that filing a false statement may be grounds for removal from public office or dismissal from public employment, pursuant to Sections 3.04 and 124.34 of the Ohio Revised Code; and

• You acknowledge that you served in 2013, or are serving in or a candidate for in 2014, the position indicated in the STATUS section on page 1 of the statement.

BEFORE SIGNING AND SENDING YOUR STATEMENT:

Please carefully review your disclosure statement to make sure that you have answered ALL questions, either by disclosing the information required or checking the appropriate box indicating that you have no information to disclose. Incomplete statements will be returned for completion.

If you are required to pay your filing fee, check the box indicating that the fee is enclosed. Otherwise, check the box indicating that the agency you serve in required to pay your filing fee.

Exhibit B, page 26 Unless your agency is required to pay your filing fee, please also enclose a check or money order payable to “Ohio Ethics Commission.” State departments, boards, commissions, colleges, and universities are required to pay the disclosure filing fees for officials and employees who are required to file disclosure statements for service with those state agencies. (If you are unsure of whether your agency must pay your filing fee, please contact your agency or the Ethics Commission.)

Please do NOT staple your payment to the statement.

Please mail the completed and signed statement, along with the filing fee, to:

OHIO ETHICS COMMISSION William Green Building 30 West Spring Street, L3 Columbus, Ohio 43215-2256

If you have any questions before signing this statement, please contact the Ohio Ethics Commission at (614) 466-7090 or visit the Commission’s Web site: www.ethics.ohio.gov

Exhibit B, page 27 Exhibit C

Ohio Ethics Commission, Information Sheet: Advisory Opinion No. 2011-01, Disclosure of Investments, January 13, 2011. http://ethics.ohio.gov/advice/opinions/2011-01.pdf Ben Rose, Chair OHIO ETHICS COMMISSION Betty Davis, Vice Chair William Green Building Merom Brachman 30 West Spring Street, L3 Diana Swoope Columbus, Ohio 43215-2256 Telephone: (614) 466-7090 Fax: (614) 466-8368

Paul M. Nick www.ethics.ohio.gov Interim Executive Director

INFORMATION SHEET: ADVISORY OPINION NO. 2011-01 DISCLOSURE OF INVESTMENTS

What is the question addressed in the opinion?

How are financial disclosure filers required to disclose investments of various kinds, including: stocks, bonds, mutual funds, brokerage accounts, trusts, investment clubs, and investments for education?

What is the answer in the opinion?

The opinion describes many common types of investments identified to the Commission over the last ten years and explains the statutory requirement for the disclosure of these investments. There is an example for each type of investment, using the format of the financial disclosure form that filers must complete.

What prompted this opinion?

Because of the expanding number, variety, and complexity of available investment options, the Commission is receiving more questions about disclosure of investments. The Commission wants to provide detailed but clear guidance on the requirements in the law to filers in response to these questions. For that reason, Advisory Opinion No. 2011-01 includes examples of each type of investment discussed and a detailed list.

When did the conclusions in this opinion become effective?

The opinion became effective when rendered by the Commission at its meeting on January 13, 2011.

For More Information, Please Contact:

Paul M. Nick, Interim Executive Director, or Jennifer A. Hardin, Chief Advisory Attorney (614) 466-7090

THIS COVER SHEET IS PROVIDED FOR INFORMATION PURPOSES. IT IS NOT AN ETHICS COMMISSION ADVISORY OPINION. ADVISORY OPINION NO. 2011-01 IS ATTACHED.

Promoting EthicsExhibit in Public C, Service page for 2 Ohio Since 1974 Ben Rose, Chair OHIO ETHICS COMMISSION Betty Davis, Vice Chair William Green Building Merom Brachman 30 West Spring Street, L3 Diana Swoope Columbus, Ohio 43215-2256 Telephone: (614) 466-7090 Fax: (614) 466-8368

Paul M. Nick, www.ethics.ohio.gov Interim Executive Director

Advisory Opinion Number 2011-01 January 13, 2011 Financial Disclosure- Investments

Syllabus by the Commission:

(1) Section 102.02 of the Ohio Revised Code requires public officials and employees who file annual financial disclosure statements to disclose specific personal financial information for the complete calendar year preceding the filing to assure notice to the public of potential conflicts of interest;

(2) One of the disclosure requirements is that the public official or employee disclose the name of every corporation, trust, business trust, partnership, or association, authorized to do business in Ohio, in which, during the preceding calendar year, the filer or any other person for the filer’s use and benefit, had an investment of over one thousand dollars;

(3) For example, the financial disclosure filer is required to disclose the name of every company, corporate bond, and mutual fund in which the filer has invested more than $1000, regardless of whether those individual investments are held within brokerage or investment accounts.

*** A central component of the Ohio Ethics Law is the requirement that some elected and high-ranking public officials and employees file annual financial disclosure statements. R.C. 102.02. The Ohio Ethics Commission has explained that the purpose of financial disclosure is twofold:

(1) To remind public officials and employees of their holdings and assist them in avoiding conflicts of interest related to those holdings; and

Ohio Ethics Commission Advisory Opinion No. 2005-01. See also State v. Morgan (May 28, 1987), Clark App. No. 2294.

Promoting EthicsExhibit in Public C, Service page for 3 Ohio since 1974 Opinion No. 2011-01 January 13, 2011 Page 2

Approximately 11,000 public officials and employees file financial disclosure statements with the Ohio Ethics Commission each year. Public officials and employees who are required to file Financial Disclosure Statements (FDS) with the Commission include, but are not limited to, state, county, and city elected officials and candidates, high-ranking state officials and employees, such as department directors, university presidents and trustees, and members and chief executive officers of some state boards, state employees paid under Schedule “E-2” or “C,” and school district superintendents, treasurers, and business managers. R.C. 102.02. These officials and employees must file annually and disclose financial information for the complete calendar year preceding the year when the filing is made.

A key disclosure requirement, contained in R.C. 102.02(A)(3), is that all filers must disclose business entities in which they have investments. The Commission has been asked what level of detail is required for the disclosure of investments. While the Commission cannot identify every possible type of investment vehicle individual filers may have, this opinion will address filing requirements for some of the more common types of investments identified to it. Page 6 of this opinion provides examples of how to disclose investments using the format of the disclosure statement. A chart of investments and disclosure requirements is on page 7.

Filers should consult with their investment advisors and/or carefully review year- end/portfolio statements for information about the amount or type of investments they hold. A filer may attach a copy of a year-end or portfolio statement to his or her FDS provided that it contains the required information (name of qualifying business and nature of investment). However, the filer should delete account numbers, social security numbers, and any other personal information (except name) from any statement submitted to the Commission.

Disclosure of Investments—R.C. 102.02(A)(3)

R.C. 102.02(A)(3) requires that all filers shall disclose:

The name of every corporation on file with the secretary of state that is incorporated in this state or holds a certificate of compliance authorizing it to do business in this state, trust, business trust, partnership, or association that transacts business in this state in which the person filing the statement or any other person for the person’s use and benefit had during the preceding calendar year an investment of over one thousand dollars at fair market value as of the thirty-first day of December of the preceding calendar year, or the date of disposition, whichever is earlier . . . and a description of the nature of the investment.

In other words, a financial disclosure filer is required to list the name of every corporation or other entity incorporated in Ohio, holding a certificate of compliance authorizing it to do business in Ohio, or doing business in Ohio, in which the filer or another person on the filer’s behalf has invested over $1,000 during the reporting year.1 For clarity, this opinion will use the phrase “qualifying business” to indicate entities that fall within these parameters.

1 In order to check whether a particular corporation, trust, business trust, partnership, or association is incorporated or doing business in Ohio, or holds a certificate of compliance authorizing it to do business in Ohio, the filer can contact the corporation or the Secretary of State’s Office: www.sos.state.oh.us/SOS/businessServices/cogs.aspx.

Exhibit C, page 4 Opinion No. 2011-01 January 13, 2011 Page 3

The word “investment” is not defined in R.C. Chapter 102. The General Assembly has stated that words and phrases used in statutes “shall be read in context and construed according to the rules of grammar and common usage.” R.C. 1.42. An investment is a purchase or expenditure to acquire property or assets to produce future revenue. Black’s Law Dictionary (7th Ed. 1999) 831. Some common investments are stocks, bonds, and mutual funds.

Stocks, Bonds, and Mutual Funds

A stock is a type of security that signifies ownership in a corporation and represents a claim on part of the corporation’s assets and earnings. A financial disclosure filer who purchases more than $1,000 of stock in a qualifying business must disclose the investment on his or her statement. (Examples A and B on page 6).

A bond is a debt investment in which the investor loans money to an entity for a defined period of time at a fixed interest rate. The two most common bonds are corporate and governmental bonds. Because the operation of a public entity is not the operation of a business, a filer is not required to disclose government securities or municipal bonds as investments on his or her financial disclosure statement. Adv. Op. No. 93-003. However, a financial disclosure filer who purchases more than $1,000 in bonds in a qualifying business must disclose the investment. (Example C on page 6).

A mutual fund is a company that pools money from many investors and invests the money usually in a diversified selection of securities and assets, such as stocks, bonds, and money market instruments. Black’s Law Dictionary (7th Ed. 1999) 1040, 1041. A financial disclosure filer who invests more than $1,000 in a mutual fund that is a qualifying business must disclose the mutual fund on his or her financial disclosure statement. However, because a person who invests in a mutual fund owns shares of the mutual fund, and does not have a direct ownership interest in the holdings within the fund, the filer is not required to disclose the holdings within the fund as investments. (Examples D and E on page 6).

Investments Vehicles, Trusts, and Accounts

Stocks, bonds, mutual funds, and other investments can be purchased individually or through other investment vehicles such as brokerage or managed accounts and trusts. Even though the investments within these accounts are managed by a company or advisor, the account holder has a financial interest in the investments.

Where a filer’s investments are held within an investment account or portfolio, and the filer has more than $1,000 invested in the account or portfolio, the filer is required to disclose the company that manages the account if the company is a qualifying business.2 Because the account or portfolio is made up individual investments, the filer is also required to disclose these individual investments, valued at over $1,000, in any qualifying businesses that are held in the

2 As noted above, in order to check whether a particular corporation, trust, business trust, partnership, or association is incorporated or doing business in Ohio, or holds a certificate of compliance authorizing it to do business in Ohio, the filer should contact the corporation or the Secretary of State’s Office. The filer should be aware, however, that not all business entities transacting business in Ohio are registered with the Secretary of State’s Office.

Exhibit C, page 5 Opinion No. 2011-01 January 13, 2011 Page 4 accounts. This is true whether the filer personally chooses or directs the investments within the account or has empowered another person to direct investments on the filer’s behalf. As explained above, a filer is required to disclose investments he or she makes and those made by any other person for the filer’s use and benefit, such as investments made by the manager of a trust for the trust beneficiary.

A brokerage account or managed account is an investment account that allows an investor to purchase investments by engaging a broker or brokerage firm to conduct the transactions on the investor’s behalf. The investor owns the invested assets in the account directly in his or her own name. A financial disclosure filer is required to disclose the qualifying business that manages the investment account and the individual stocks, bonds, mutual funds, and other investments that are held in his or her brokerage account. (Examples F through K on page 6).

A trust is a right of property, real or personal, held by one party for the benefit of another. Black’s Law Dictionary (Rev. 4th Ed. 1968) 1680. The law requires a filer who is a beneficiary of a trust is required to disclose, within the parameters of the law, the trust and the individual investments and assets that are held in the trusts. Adv. Op. No. 2005-01. (Examples L, M, and N on page 6).

An investment club (or stock club) is a group of investors who pool their money and make joint investments. Usually, an investment club is organized as a general partnership but could also be formed as a limited liability partnership, company, or corporation.3 A financial disclosure filer is required to disclose the individual stocks, bonds, mutual funds, and other investments in qualifying businesses made by the club in which he or she has an investment of over $1,000. (Examples O and P on page 6).

Investments for Education

529 Plans and Coverdale Education Savings Accounts (ESA) are types of the savings plans that help families save for future college costs. The tax-advantages, investment options, restrictions, and fees can vary a great deal among these investments.

There are two types of 529 Plans: pre-paid tuition plans and college savings plans. Both plans allow the account holder to maintain control over the assets for the life for the account. Pre- paid tuition plans allow investors to pay for amounts of future tuition (years, credits, or units) at current college prices. These plans pool the money and make long-range investments so that the earnings meet or exceed college tuition increases. Under college savings plans the account holder pays money into an investment account on behalf of a designated beneficiary. The account holder may typically choose from several investment options (including stocks and mutual funds), which the college savings plan invests on behalf of the account holder. A financial disclosure filer is

3A filer should also disclose the club itself under the question regarding “Offices and Fiduciary Relationships.” For example, if a filer is a member of Jonesworth Investment Club which has been organized as a general partnership, the filer would list Jonesworth Investment Club under “CORPORATION, ETC” and Partner under “Office or Nature of Relationship.”

Exhibit C, page 6 Opinion No. 2011-01 January 13, 2011 Page 5 required to disclose the individual investments in qualifying businesses that are held in these savings plans and valued at over $1,000. (Examples Q and R on page 6).

ESAs, formerly known as Education IRAs, are an investment vehicle targeted to education expense rather than retirement. ESAs have virtually limitless investment options. A financial disclosure filer is required to disclose the individual investments in qualifying businesses that are held in these savings plans and valued at over $1,000. (Example S on page 6).

Conclusion

This advisory opinion is limited to questions arising under Chapter 102. and Sections 2921.42 and 2921.43 of the Revised Code, and does not purport to interpret other laws or rules.

Therefore, it is the opinion of the Ohio Ethics Commission, and the Commission advises that: Section 102.02 of the Ohio Revised Code requires public officials and employees who file annual financial disclosure statements to disclose specific personal financial information for the complete calendar year preceding the filing to assure notice to the public of potential conflicts of interest. One of the disclosure requirements is that the public official or employee disclose the name of every corporation, trust, business trust, partnership, or association, authorized to do business in Ohio, in which, during the preceding calendar year, the filer or any other person for the filer’s use and benefit, had an investment of over one thousand dollars. For example, the financial disclosure filer is required to disclose the name of every company, corporate bond, and mutual fund in which the filer has invested more than $1000, regardless of whether those individual investments are held within brokerage or investment accounts.

By my signature below, I certify that Advisory Opinion No. 2011-01 was rendered by the Ohio Ethics Commission at it meeting on January 13, 2011.

Ben Rose, Chair Ohio Ethics Commission

Exhibit C, page 7 Opinion No. 2011-01 January 13, 2011 Page 6

Examples of Investments Disclosure on Financial Disclosure Statement

CORPORATION, ETC. Nature of Investment A Microsoft Corporation Stock B General Electric Company Stock C West Coast Energy Corporate Bond D Northern Mid Cap Growth Stock Fund Mutual Fund E Eaton Value Floating Rate Advantage Mutual Fund Bond Fund F Wells Fargo Brokerage Company Brokerage Account G Westwood One, Inc. Stock [Held in Wells Fargo Account]4 H Merrill Lynch Brokerage Account I Fidelity Investment Grade Bond Fund Corporate Bond [Held in Merrill Lynch Account]4 J E*Trade Brokerage Account K Janus Overseas Mutual Fund [Held in E*Trade Account]4 L Johnson Family Trust Beneficiary M Muscato Group, Inc. Common Stock [Held by Johnson Family Trust]4 N Simon Property Group Real estate investment trust O Verizon, Inc. Stock [Held in Jones Investment Club]4 P Oppenheimer Developing Markets Mutual Fund [Held in Jones Investment Club]4 Q ING Small Company Fund Mutual Fund in BlackRock CollegeAdvantage 529 Plan R GE Institutional International Equity Mutual Fund in CollegeAdvantage 529 Plan (Fund) Option S Mosiac Equity Trust Mid-Cap Fund Mutual Fund in Coverdale ESA Plan

4 Information in brackets is included in this opinion for illustration purposes. A filer is not required to disclose these details on his or her financial disclosure statement.

Exhibit C, page 8 Opinion No. 2011-01 January 13, 2011 Page 7

QUICK INVESTMENT DISCLOSURE GUIDE

If I have more than $1,000 Do I need to disclose Do I need to list the individual invested in a(n)….. this investment? holdings within this investment? Mutual Fund Yes No Stock Yes No Bond Yes No Brokerage Account Yes Yes Managed Account Yes Yes Trust (Beneficiary) Yes Yes Investment Club Account Yes Yes 529 Plan Yes Yes ESA Yes Yes Public Retirement System No No Account (PERS, STRS, SERS, HPRS, or OPFPF) Social Security No No

Exhibit C, page 9 Exhibit D

Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal.Rptr.3d 146 (2008), 162 Cal.App.4th 343. https://scholar.google.com/scholar_case?case=13127717303585799769 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar

76 Cal.Rptr.3d 146 (2008) 162 Cal.App.4th 343

Margaret UNRUHHAXTON et al., Plaintiffs and Appellants, v. The REGENTS OF the UNIVERSITY OF CALIFORNIA et al., Defendants and Respondents.

No. G037749.

Court of Appeal of California, Fourth District, Division Three.

April 23, 2008.

151 *151 Niddrie, Fish & Buchanan and Martin N. Buchanan for Plaintiffs and Appellants, Margaret Unruh- Haxton et al.

Beam, Brobeck, West, Borges & Rosa, Byron J. Beam, Santa Ana; Greines, Martin, Stein & Richland, Martin Stein, Carolyn Oill, Lillie Hsu, Los Angeles, for Defendants and Respondents, the Regents of the University of California et al.

Carroll, Kelly, Trotter, Franzen & McKenna, Mark V. Franzen, Dimitriy Cherepinskiy, and David P. Pruett, Long Beach, for Defendants and Respondents, Garden Grove Hospital and Medical Center; Tenent Healthcare Corporation.

OPINION

O'LEARY, J.

This appeal involves eight cases brought by patients who received fertility treatments from two doctors in the late 1980s at a clinic located in Garden Grove. In 1995, it was reported by several news sources that the doctors had been stealing human genetic material from patients receiving fertility treatments. The patients allege in their complaints that they were unaware they were potential victims until after 2000, and filed then* lawsuits within one year of discovering their claims. The trial court sustained defense demurrers finding the actions were time-barred under Code of Civil Procedure section 340.5. 152 [1] The court took judicial notice of approximately 100 news articles and press releases *152 regarding the scandal and determined the couples should have suspected wrongdoing, i.e., constructive suspicion. The court also determined the doctors were not acting within the course and scope of their employment as a matter of law.

In this appeal, the patients challenge these rulings, arguing knowledge of harm cannot be imputed based solely on media coverage. They contend the date of discovery cannot be determined as a matter of law, nor can the issue of whether the doctors were acting within the scope and course of their employment. Finally, the patients challenge the court's decision to apply the Medical Injury Exhibit D, page 2 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 1/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar Compensation Reform Act (MICRA) statute of limitations to their complaints, which raise intentional torts. Their contentions have merit. Applying the applicable statutes of limitations, we conclude the judgment must be reversed in part and affirmed in part.

FACTS

Because this case arises from orders sustaining the defendants' demurrers, we review the plaintiffs' complaints de novo to determine whether the allegations of facts are sufficient to state a cause of action under any legal theory, such facts being assumed true for this purpose. (Blank v. Kirwan (1985) 39 Cal.3d 311, 318, 216 Cal.Rptr. 718, 703 P.2d 58.)

The following is a summary of the allegations common, to all of the plaintiffs (seven married couples and one unmarried woman hereafter collectively referred to as the patients).[2] The patients received medical treatments at the Center for Reproductive Health (the Fertility Clinic) located in the Garden Grove Hospital and Medical Center (the Medical Center). The Fertility Clinic was owned and operated by the Regents of the University of California (the Regents), affiliated with the University of California Irvine Medical Center (UCI). The Regents hired doctors Ricardo Asch and Jose Balmaceda (the doctors) to work at the clinic.

At the time, the Medical Center was owned by American Medical International, Inc., but it was later sold to Tenant Healthcare (collectively the Medical Center). The doctors, the Regents, and the Medical Center entered into a joint venture agreement to share the profits of the Fertility Clinic.

The women patients claim they each received a fertility drug before undergoing a laparoscopy and/or transvaginal aspiration performed by the doctors. The drug caused their bodies to produce multiple eggs, which then could be collected and fertilized outside the women's bodies (creating a pre-embryo). [3] These fertilized eggs could be transferred back to the women's fallopian tubes or frozen for later use.

Each of the women in this lawsuit had their eggs harvested by the doctors in the late 1980s. After the procedure, some women were told their eggs were unsuitable for fertilization, and some women were told their eggs had been fertilized and the pre-embryo had been frozen for her future use. The patients 153 alleged the doctors were lying and in fact stole their eggs and *153 pre-embryos. The doctors sold some of the genetic material for research and implanted some pre-embryos into different women, possibly resulting in live births. None of the women in this case consented to have their eggs or pre- embryos donated or used for any purpose other than for their own fertility treatments and their own desire to have a child.

In May 1995, the Orange County Register newspaper first reported the doctors had stolen eggs/pre- embryos from one or two patients. In June, it was reported a UCI nurse told a Senate committee that there were perhaps 10 victims. The following month that number was increased to 30 in a UCI press release. Later reports increased the number to 304 victims. All the while, the doctors publicly denied Exhibit D, page 3 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 2/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar any wrongdoing. The Regents sought judicial notice of a total of 93 newspaper articles and 7 UCI press releases published between May 1995 and July 1999. The majority of the newspaper articles (81) appeared during the first year of media coverage. And of the total, 85 of the articles appeared in the Orange County Register or the Los Angeles Times newspaper. No articles appeared in any San Diego editions of newspapers where some of the patients resided.

All eight complaints make the following allegations: The Regents copied all the patient records at the Fertility Clinic, and copies of the records were sent to the office of Vice Chancellor at UCI. The Regents then filed a lawsuit against the doctors alleging they were hindering an investigation by the National Institute of Health (NIH) concerning the Fertility Clinic's research protocols. In that same month, the Regents amended their complaint to allege the doctors had taken eggs without the patients' consent and implanted them as embryos in other patients. Although the Regents possessed medical records showing the eight women in this appeal were victims, they did not contact the victims. To the contrary, some patients allege that when the newspapers were reporting the scandal, the Regents were denying any wrongdoing. Chancellor Laurel Wilkening publicly promised the Regents would contact and notify all potential victims, but they did not.

The three UCI employees who were the whistleblowers on the egg scandal were fired. When they filed a whistleblower suit, the Regents reached a $1 million settlement conditioned on a specific nondisclosure/confidentiality agreement. In return for the money, the employees were prohibited from contacting former patients who were victims.

The patients allege Linda Granell, the Director of the UCI College of Medicine, was asked by the Regents to act as its spokesperson on the scandal. It is alleged the Regents asked her to lie and deceive the media. "She stated: `I was told to say (in a press release) the University had determined that patients were not at risk. I questioned that repeatedly, and was told patient health was not at risk. I said maybe their health was not at risk, but I really don't think I can say patients are not at risk.' This is the way the Regents responded to the media. They went out of their way to deceive and mislead the public into thinking that no one was actually victimized."

The victims later learned some of the Fertility Clinic's staff, including biologist Terri Ord, were asked to keep track of the stolen pre-embryos, how they were used, and who received them. For her protection, Ord secretly kept her own list of the victims and the recipients of the eggs/pre-embryos (hereafter the Ord list). It was alleged the doctors sought out women in their 30s who had medical insurance to pay for the harvesting procedure.

154 *154 The patients in this case were all treated by the doctors at the Fertility Clinic between 1987 and 1994. Their names were all on the Ord list. The patients assert they did not know they were victims until one year before filing their complaints. Three couples alleged they were completely unaware of the media coverage of the scandal. The others asserted they had no reason to suspect they were victims because their names were not mentioned in the newspaper accounts and the Regents gave public assurances that all victims would be notified. A few couples, who contacted the Regents after the media reported the scandal, allege they were misled and deceived into believing they were not harmed. In 2000 and 2003, the couples maintain they learned for the first time that their names were on the Ord list from an attorney who had obtained a copy of the list. Within one year of this discovery, Exhibit D, page 4 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 3/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar they filed their lawsuits against the Regents. The Medical Center was added soon thereafter via six amended complaints (Kirk and the Elisons did not add the Medical Center). The Roules, who waited six years to amend their complaint, have decided to proceed only against the Regents.

SHOULD WE APPLY MICRA TO A GENETIC MATERIAL STEALING CASE?

"In 1975, the Legislature enacted [MCRA]. In doing so, it `"attempted to reduce the cost and increase the efficiency of medical malpractice litigation by revising a number of legal rules applicable to such litigation." [Citation.]' [Citations.] MCRA includes statutes relating to arbitration agreements [citation], contingency fees [citation], notice before bringing suit [citation], the statute of limitations [citation], the collateral source rule [citation], the recoverability of noneconomic damages [citation], and periodic payment of any judgment [citation]. Each of these MCRA statutes states its applicability in terms of the `professional negligence' of a 'health care provider.' Moreover, each of them defines `professional negligence' as `a negligent act or omission to act by a health care provider in the rendering of professional services, which act or omission is the proximate cause of a personal injury or wrongful death....' [Citation.]" (Smith v. Ben Bennett, Inc. (2005) 133 Cal.App.4th 1507, 1514, 35 Cal.Rptr.3d 612 (Smith).)

"In addition, ... section 425.13, although enacted after MICRA and therefore not actually part of it, applies `[i]n any action for damages arising out of the professional negligence of a health care provider....' [Citation.] It establishes certain procedural hurdles to a claim for punitive damages." (Smith, supra, 133 Cal.App.4th at p. 1514, 35 Cal.Rptr.3d 612.)

It is settled that additional causes of action may arise out of the same facts as a medical malpractice action that do not trigger MICRA. (See Perry v. Shaw (2001) 88 Cal.App.4th 658, 668-669, 106 Cal.Rptr.2d 70 [MICRA noneconomic damages cap applied to claim based on professional negligence but not to intentional tort claim].) A problem that sometimes arises is when a plaintiff hoping to evade the restrictions of MICRA, will choose to assert intentional torts, "seemingly non-MICRA causes of action. Thus, when a cause of action is asserted against a health care provider on a legal theory other than medical malpractice, the courts must determine whether it is nevertheless based on the `professional negligence' of the health care provider so as to trigger MICRA." (Smith, supra, 133 Cal.App.4th at p. 1514, 35 Cal.Rptr.3d 612.)

155 *155 "The answer is sometimes yes and sometimes no, depending on the particular cause of action and the particular MICRA provision at issue. (Preferred Risk Mutual Ins. Co. v. Reiswig (1999) 21 Cal.4th 208, 214-218[, 87 Cal.Rptr.2d 187, 980 P.2d 895] ... [yes]; Barris v. County of Los Angeles (1999) 20 Cal.4th 101, 111-116[, 83 Cal.Rptr.2d 145, 972 P.2d 966] ... [yes]; Western Steamship Lines, Inc. v. San Pedro Peninsula Hospital (1994) 8 Cal.4th 100, 111-117C, 32 Cal.Rptr.2d 263, 876 P.2d 1062] ... [yes]; Waters v. Bourhis (1985) 40 Cal.3d 424, 436-439[, 220 Cal.Rptr. 666, 709 P.2d 469] ... [no]; Hedlund v. Superior Court (1983) 34 Cal.3d 695, 701-704[, 194 Cal.Rptr. 805, 669 P.2d Exhibit D, page 5 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 4/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar 41] ... [yes]; see also Covenant Care v. Superior Court (2004) 32 Cal.4th 771, 781-790[, 11 Cal. Rptr.3d 222, 86 P.3d 290] ... [no]; Central Pathology Service Medical Cli nic, Inc. v. Superior Court (1992) 3 Cal.4th 181, 188-191[, 10 Cal.Rptr.2d 208, 832 P.2d 924] ... [yes].) The Supreme Court has cautioned repeatedly that `the scope and meaning of the phrases "arising from professional negligence" and "based on professional negligence" could vary depending upon the legislative history and "the purpose underlying each of the individual statutes." [Citation.]' [Citations.]" (Smith, supra, 133 Cal.App.4th at pp. 1514-1515, 35 Cal.Rptr.3d 612.)

We find several cases instructive. In Perry v. Shaw (2001) 88 Cal.App.4th 658, 106 Cal.Rptr.2d 70 (Perry), a woman underwent surgery to remove excess skin from her body following a substantial weight loss. She expressly refused to consent to a breast lift or enlargement. Nevertheless, during the surgery the surgeon enlarged her breasts from a size 34B to a 40DD. A jury awarded her over $1 million in noneconomic damages finding the surgeon liable for both negligence and battery. On appeal, the court was asked to decide whether the award was subject to the MICRA $250,000 limitation on noneconomic damages. (See Civ.Code, § 3333.2.) In Perry, the court concluded the limitation did not apply because the intentional tort of battery, which it agreed had been committed in that case, was qualitatively different than professional negligence. (Perry, supra, 88 Cal.App.4th at pp. 663-664, 668,106 Cal.Rptr.2d 70.)

It reasoned, "`As our Supreme Court noted in Cobbs v. Grant [(1972)] 8 Cal.3d 229[, 104 Cal.Rptr. 505, 502 P.2d 1] ..., there are significant differences between the two theories, including the evidentiary burdens, the availability of, punitive damages, and the applicable limitations period: "[M]ost jurisdictions have permitted a doctor in an informed consent [negligence] action to interpose a defense that the disclosure he omitted to make was not required within his medical community. However, expert opinion as to community standard is not required in a battery count, in which the patient must merely prove failure to give informed consent and a mere touching absent consent. Moreover, a doctor could be held liable for punitive damages under a battery' count, and if held liable for the intentional tort of battery he might not be covered by his malpractice insurance. [Citation.] ..." [¶] "The distinction between negligence and battery was not lost on our Supreme Court, and we do not believe it was lost on the Legislature when it enacted section 364 as a limited exception to the statute of limitations for `professional negligence.' Had the Legislature intended section 364, subdivision (d), to extend to: causes of action based upon other theories which the plaintiff might wish to include in the complaint, it could have used language which reflected that intent. It did not." [Citation.]' " (Perry, supra, 88 Cal.App.4th at p. 666,106 Cal.Rptr.2d 70.)

156 *156 The Perry court reasoned, "[T]here is nothing in the legislative history generally, or with regard to [Civil Code] section 3333.2 specifically, to suggest that the Legislature intended to extend the $250,000 limitation to intentional torts.... Cobbs v. Grant[, supra, 8 Cal.3d 229, 104 Cal.Rptr. 505, 502 P.2d 1,] was decided three years before MICRA was enacted, and the Legislature therefore knew when it defined `professional negligence' that there existed a species of battery that our highest court had said was not negligence. In that context, the only rational conclusion is `that the words "negligent" and "negligence" were carefully chosen to apply only to causes of action based upon negligence.' [Citations.]" (Perry, supra, 88 Cal.App.4th at p. 668, 106 Cal.Rptr.2d 70, fn. omitted.)

Finally, the Perry court noted, "If [Civil Code] section 3333.2 is in fact the most significant limitation Exhibit D, page 6 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 5/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar created by MICRA, it is also one of the most Draconian. When as a matter of legislative fiat the courts are required to reduce awards of noneconomic damages to $250,000 without regard to the result of a health care provider's negligence—notwithstanding brain damage, paralysis, and other equally devastating injury-the scope of that fiat must be limited to its terms. By its plain language, the cap imposed by [Civil Code] section 3333.2 applies only in actions `based on professional negligence,' not (like ... section 425.13) to actions for `damages arising out of professional negligence.' Whatever argument there may be to support a broad construction of `arising out of,' we do not think it applies to a statute in which those words were not used. [Citations.] [T]here is nothing in the legislative history of MCRA or [Civil Code] section 3333.2 to suggest the Legislature intended to exempt intentional wrongdoers from liability by treating such conduct as though it had been nothing more than mere negligence."

(Perry, supra, 88 Cal.App.4th at pp. 668-669, 106 Cal.Rptr.2d 70.)

More recently in Smith, supra, 133 Cal. App.4th at page 1526, 35 Cal.Rptr.3d 612, the court held a MICRA provision (§ 364 [tolling provision]) would not apply to elder abuse claims brought against a health care provider. Relying on past authority defining the Elder Abuse Act (Welf. & Inst.Code, § 15657) the Smith court reasoned, "[A]n elder abuse claim involves reckless neglect (or intentional abuse) by the custodian of an elder. Thus, it is simply not encompassed within `professional negligence.' Moreover, the legislative history of the Elder Abuse Act, as discussed in [other cases], indicates that it was intended to apply to acts of egregious abuse, while leaving acts of professional negligence not involving such egregious abuse to be dealt with under other law. Finally, [as emphasized in past authority] the purposes of the Elder Abuse Act were different from the purposes of MICRA." (Smith, supra, 133 Cal.App.4th at pp. 1520, 1522, 1524, 35 Cal.Rptr.3d 612 [purpose of Elder Abuse Act is "`to protect a particularly vulnerable portion of the population'" and the focus of the "pro- defendant" MCRA is to address the rising costs of medical malpractice insurance].)

In the case now before us, the trial court agreed with the Regents and the Medical Center that the patients had not met their burden of proving their alleged intentional torts were not merely an alternative theory of recovery based upon the same set of facts as a negligence cause of action "`based on'" professional negligence. The Regents and the Medical Center point to the patients' allegations in which they do not dispute that they were being treated "for a medical issue, that each 157 underwent a medical procedure with her knowledge and consent, and that the *157 alleged wrongful conduct was directly related to the procedures performed. Furthermore, [the patients] allege that the doctors owed them a fiduciary duty that arose from the professional relationship between doctor and patient to disclose what they were doing." (Italics omitted.)

Based on our review of the complaints, we conclude the patients' claims for fraud, conversion, and intentional infliction of emotional distress related to wrongful intentional conduct, not mere negligence. The allegations of stealing and then selling a person's genetic material for financial gain is an intentional act of egregious abuse against a particularly vulnerable and trusting victim. None of the patients assert the egg harvesting medical procedures fell below the standard of care. Rather, it is the intentional and malicious quest to steal genetic material that is the focus of the lawsuit.

As noted above, the provisions of MCRA relating to statute of limitations relate to the legislators' goal of Exhibit D, page 7 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 6/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar reducing the number of medical malpractice actions filed. [S]ection 340.5 provides, "In an action for injury or death against a health care provider based upon such person's alleged professional negligence, the time for the commencement of action shall be three years after the date of injury or one year after the plaintiff discovers, or through the use of reasonable diligence should have discovered, the injury...." The legislators deliberately used the limiting term "professional negligence." It would be inconsistent with the letter and spirit of the statutory scheme to hold allegations of intentional fraud, emotional distress, and stealing are really just another form of professional negligence. As discussed above, we have no reason to conclude the "Legislature intended to exempt intentional wrongdoers from liability by treating such conduct as though it had been nothing more than mere negligence." (Perry, supra, 88 Cal.App.4th at pp. 668-669, 106 Cal.Rptr.2d 70.) MICRA's statute of limitations would not apply to these intentional tort claims against the doctors directly, or against the Regents and the Medical Center based on a theory of vicarious liability or joint venture liability.

It is undisputed the patients all filed their lawsuits against the Regents within one year of being personally advised they were potential victims, but over five years after the scandal first hit the media, and over 10 years after they received fertility treatments. The patients amended their complaints to add the Medical Center within three years of being advised by an attorney their names were on the Ord list. In the next section of this opinion, we analyze whether the court could rule as a matter of law knowledge of wrongdoing should be imputed to the patients based on the media coverage. As will be discussed in depth anon, we conclude constructive suspicion based on publicity alone would be insufficient to trigger the statute of limitations. Consequently, the statute of limitations was triggered on the date the patients received letters from an attorney stating their names were on the Ord list.

Two intentional torts alleged in this case have three-year statute of limitations, triggered upon discovery of the factual basis of the claim. (§ 338, subd. (d) [fraud]; § 338, subd. (c) [conversion].) These claims were timely made against both the Regents and the Medical Center.[4] The claims 158 against the Regents for intentional *158 infliction of emotional distress were also timely (see former § 340, subd. (3) [one year]; see now § 335.1 [Stats.2002, ch. 448, § 2, eff. Jan. 1, 2003] [two years].) However, because the Medical Center was not added to the complaints until three years after discovery of the factual basis for the intentional infliction of emotional distress claims, the demurrer was properly sustained as to the Medical Center.

As for the negligent supervision claim, the Regents and the Medical Center argue MICRA should apply. The MICRA statutory scheme "applies to two basic categories of health care providers: licensed practitioners and licensed facilities." It provides "(1) Health care provider, means any person licensed or certified pursuant to Division 2 (commencing with [s]ection 500) of the Business and Professions Code ...; and any clinic, health dispensary, or health facility, licensed pursuant to Division 2 (commencing with section 1200) of the Health and Safety Code." (§ 340.5.)

On appeal, the patients assert the Regents and the owners of the Medical Center (American Medical International and then Tenant Healthcare) are simply business partners who financially backed the clinic and were not licensed heath care providers. They cite to cases that MICRA does not apply to non-licensed entities or non-licensed medical partnerships controlled by licensed physicians. (E.g., Lathrop v. Healthcare Partners Medical Group (2004) 114 Cal.App.4th 1412, 1419, 8 Cal.Rptr.3d 668.) Exhibit D, page 8 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 7/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar However, the licensing status of these entities was not pled in the complaint. Therefore, we cannot say as a matter of law MICRA applies or does not apply. But this determination is "not necessary because under either the MICRA statute of limitations, or the negligent supervision statute of limitations (see former § 340, subd. (3) [one year]; see now § 335.1 [Stats.2002, ch. 448, § 2, eff. Jan. 1, 2003] [two years]), the patients' negligent supervision claims against the Regents were timely and the patients' claims against the Medical Center were not.

To summarize, all claims against the Regents survive. The fraud and conversion claims against the Medical Center also survive demurrer, but the intentional infliction of emotional distress and negligent supervision claims against the Medical Center were time-barred.[5]

III

DISCOVERY OF THE HARM

A. Standard of Review on Demurrer

When reviewing a judgment of dismissal after a demurrer is sustained without leave to amend, an appellate court "must assume the truth of the complaint's properly pleaded or implied factual allegations." (Schifando v. City of Los Angeles (2003) 31 Cal.4th 1074, 1081, 6 Cal.Rptr.3d 457, 79 P.3d 569.) The court "must also consider judicially noticed matters[ ]" (ibid.), and the court may itself take judicial notice under Evidence Code sections 452 and 459. (Sacramento Brewing Co. v. Desmond, Miller & Desmond (1999) 75 Cal.App.4th 1082, 1085, fn. 3, 89 Cal. Rptr.2d 760.)

B. The Discovery Rule

"The general rule for defining the accrual of a cause of action sets the date as the time `when, under 159 the substantive law, the wrongful act is done,' or the *159 wrongful result occurs, and the consequent `liability arises....' [Citation.] In other words, it sets the date as the time when the cause of action is complete with all of its elements [citations]—the elements being genetically referred to by sets of terms such as `wrongdoing' or *wrongful conduct,' 'cause' or `causation,' and `harm' or `injury' [citations]. [¶] An exception to the general rule for defining the accrual of a cause of action—indeed, the `most important' one— is the discovery rule. [Citation.] It may be expressed by the Legislature or implied by the courts. [Citation.] It postpones accrual of a cause of action until the plaintiff discovers, or has reason to discover, the cause of action. [Citations.]" (Norgart v. Upjohn Co. (1999) 21 Cal.4th 383, 397, 87 Cal.Rptr.2d 453, 981 P.2d 79 (Norgart).)

"[T]he plaintiff discovers the cause of action when he at least suspects a factual basis, as opposed to a legal theory, for its elements, even if he lacks knowledge thereof—when, simply put, he at least `suspects ... that someone has done something wrong' to him [citation], `wrong' being used, not in any technical sense, but rather in accordance with its `lay understanding' [citation]. He has reason to discover the cause of action when he has reason at least to suspect a factual basis for its elements. Exhibit D, page 9 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 8/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar [Citation.] He has reason to suspect when he has `"`"notice or information of circumstances to put a reasonable person on inquiry"'"' [citation]; he need not know the `specific "facts" necessary to establish' the cause of action; rather, he may seek to learn such facts through the `process contemplated by pretrial discovery'; but, within the applicable limitations period, he must indeed seek to learn the facts necessary to bring the cause of action in the first place—he `cannot wait for' them `to find' him and `sit on' his `rights'; he `must go find' them himself if he can and `file suit' if he does [citation]." (Norgart, supra, 21 Cal.4th at pp. 397-398, 87 Cal.Rptr.2d 453, 981 P.2d 79, fns. omitted.)

Thus, the discovery rule only delays accrual until the plaintiff has, or should have, inquiry notice of the cause of action. "[W]e do not take a hypertechnical approach to the application of the discovery rule. Rather than examining whether the plaintiffs suspect facts supporting each specific legal element of a particular cause of action, we look to whether the plaintiffs have reason to at least suspect that a type of wrongdoing has injured them." (Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal.4th 797, 807, 27 Cal.Rptr.3d 661, 110 P.3d 914.)

C. Applicable Cases—Can there be "constructive suspicion" of an injury?

In Nelson v. Indevus Pharmaceuticals, Inc. (2006) 142 Cal.App.4th 1202, 1206, 48 Cal.Rptr.3d 668 (Nelson), the court held there is no rule of "constructive suspicion," to trigger the statute of limitations simply when the dangers of a product are publicized. In Nelson, plaintiff started using a prescription diet drug dexfenfluramine (called Redux, but commonly known as Fen-phen) in January 1997. She used the diet pills for approximately one month. The drug was withdrawn from the market in September 1997, based on evidence linking it to valvular heart disease. (Id. at p. 1204, 48 Cal.Rptr.3d 668.) In June 2002, plaintiff saw an attorney's television advertisement about the Fen-phen litigation. After an echocardiogram confirmed she had valvular heart disease, she contacted the attorney she had seen on television and filed a lawsuit. (Ibid.)

The Nelson case defendant, Indevus Pharmaceuticals, Inc. (Indevus), the company which promoted 160 and marketed the Fen-phen drug, filed a summary judgment *160 motion arguing the action was barred by the statute of limitations based on its theory of "`constructive suspicion.'" (Nelson, supra, 142 Cal.App.4th at p. 1204, 48 Cal. Rptr.3d 668.) "Indevus's motion principally rested on its contention that under the discovery rule, the statute began to run when the danger of Fen-phen was publicized. That is, although it was undisputed for purposes of summary judgment that [plaintiff] did not know about the danger of Fen-phen drugs before the spring of 2002, Indevus argues that she should have known sooner, when, through newspaper articles, television news reports, and other means, the public in general was given information sufficient to arouse suspicion, and that `should have' is enough." (Id. at p. 1205, 48 Cal.Rptr.3d 668, fns. omitted.)

Plaintiff testified in her deposition that before 2002, no doctor had suggested she get an echocardiogram and she never received notification the drug had been withdrawn from the marketplace. She claimed the attorney's television advertisement was the only one she had "seen concerning Fen-phen use, lawsuits, or claims. Before she saw the advertisement, it had never Exhibit D, page 10 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 9/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar occurred to her that she was at risk of having suffered an injury from diet drugs." (Nelson, supra, 142 Cal.App.4th at p. 1205, fn. 2, 48 Cal.Rptr.3d 668.) Indevus offered evidence about the television and newspaper coverage which began in July 1997. After the drug was withdrawn, news reports cautioned patients to "`call your doctor' to check for heart problems." (Id. at p. 1205, 48 Cal.Rptr.3d 668.) In addition, letters were sent to 450,000 doctors and pharmacists informing them of the potential problems, and there were ads in newspapers informing patients of the drug's withdrawal. Moreover, Indevus offered evidence about the publicity surrounding the 1999 settlement of the federal court class action lawsuit against Wyeth, a company that also promoted and marketed the drug. The trial court agreed with Indevus and entered summary judgment.

The appellate court in Nelson reversed the judgment. It rejected Indevus's argument that under California law, constructive suspicious is good enough. The court reasoned, "Our Supreme Court has never held that under the discovery rule, the suspicion necessary to trigger the statute may be imputed to a plaintiff, and we do not believe that to be the law. When the cases are read in whole, rather than in isolated quotes, it is clear that a plaintiffs duty to investigate does not begin until the plaintiff actually has a reason to investigate.... [¶] The statute of limitations does not begin to run when some members of the public have a suspicion of wrongdoing, but only `[o]nce the plaintiff has a suspicion of wrongdoing.' [Citations.]" (Nelson, supra, 142 Cal.App.4th at p. 1206, 48 Cal.Rptr.3d 668.)

The Nelson court analyzed how Indevus had "distorted the holdings" of the cases it relied on such as Jolly v. Eli Lilly & Co. (1988) 44 Cal.3d 1103, 245 Cal.Rptr. 658, 751 P.2d 923 (Jolly ) and Sanchez v. South Hoover Hospital (1976) 18 Cal.3d 93, 132 Cal.Rptr. 657, 553 P.2d 1129. It concluded, "Indevus's argument amounts to a contention that, having taken a prescription drug, [plaintiff] had an obligation to read newspapers and watch television news and otherwise seek out news of dangerous side effects not disclosed by the prescribing doctor, or indeed by the drug manufacturer, and that if she failed in this obligation, she could lose her right to sue. We see no such obligation. Instead, `If a person becomes aware of facts which would make a reasonably prudent person suspicious, he or she has a duty to investigate further and is charged with knowledge of matters which would have been revealed 161 by such an investigation.' [Citation.] A patient who actually learns of the dangerous side *161 effects of a drug she has taken ignores her knowledge at her peril, but the law only requires an investigation when a plaintiff has a reason to investigate." (Nelson, supra, 142 Cal.App.4th at p. 1208, 48 Cal. Rptr.3d 668.)

One of the cases discussed by the Nelson court happens to be the same case which the trial court relied upon as supporting its ruling sustaining the Regent's and the Medical Center's demurrers. McKelvey v. Boeing North American, Inc. (1999) 74 Cal.App.4th 151, 86 Cal.Rptr.2d 645 (McKelvey), superceded by statute on a different point in Grisham v. Philip Morris U.S.A., Inc. (2007) 40 Cal.4th 623, 637, fn. 8, 54 Cal.Rptr.3d 735, 151 P.3d 1151, involved class actions (one brought in 1997 and one brought in 1998) against an aircraft manufacturer, alleging plaintiffs were injured after being exposed to contaminated soil and groundwater. Boeing's statute of limitation demurrers were sustained in both actions, and in a consolidated appeal the court affirmed the rulings.

In both actions, Boeing argued the pleadings, on their face, were insufficient to show delayed discovery. In addition, it "asked the court to judicially notice 117 documents-copies of newspaper articles, transcripts of radio and television broadcasts, and government `fact sheets' describing and Exhibit D, page 11 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 10/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar discussing the contamination at the Rocketdyne facilities. Boeing's position was and is that [plaintiffs] knew or, as a matter of law, could (with the exercise of reasonable diligence) have earlier discovered the facts essential to their causes of action." (McKelvey, supra, 74 Cal. App.4th at p. 157, 86 Cal.Rptr.2d 645.) This second argument is essentially the same "constructive suspicion" argument made and rejected in Nelson. The trial judge granted Boeing's requests for judicial notice in the 1997 case, but a different judge was assigned to the 1998 class action and denied Boeing's judicial notice request. (Id. at pp. 159, 162, 86 Cal.Rptr.2d 645.)

The McKelvey court begins its discussion by stating the allegations in the complaints were insufficient to invoke the delayed discovery rule. It determined, "None of the complaints (not the proposed second amended complaint in [one class action] or the third amended complaints filed [in the other class actions]) are sufficient because none of them disclose the time or manner of discovery by any plaintiff. They only offer conclusory allegations of Boeing's `massive cover-up,' and allegations that plaintiffs discovered that they `may have sustained injuries' as a result of Boeing's wrongs `less than one year prior to filing the instant action against [Boeing].' ... They do not allege that they were not aware of facts sufficient to make a reasonably prudent person sufficiently suspicious to investigate further. [Citation.] In light of the facts they do allege, these omissions are fatal." (McKelvey, supra, 74 Cal.App.4th at pp. 160-161, 86 Cal.Rptr.2d 645, fn. omitted.)

The court found significant that the plaintiffs in McKelvey "admitted in their first and subsequently amended complaints that `public notices and newspaper articles were published about [Boeing's] intentional, reckless[,] and/or negligent conduct.' In the face of that admission, plaintiffs' conclusory assertion that they `were and are not [sic] aware of the actual and potential harm caused by [Boeing's] conduct' is patently inadequate. Without resort to the matters submitted to the court for judicial notice, the bottom line is that plaintiffs' amended (and proposed amended) complaints acknowledge the publicity surrounding Boeing's operation of the Rocketdyne facilities, yet nevertheless fail to explain 162 how they managed to ignore those `newspaper articles.' [T]hey *162 have not alleged facts about the time or manner of discovery; they have not alleged facts showing their inability to have made an earlier discovery despite reasonable diligence. [Citations.] They do not allege that they did not read, hear, or see the articles and broadcasts they admit were published." (McKelvey, supra, 74 Cal.App.4th at p. 161, 86 Cal.Rptr.2d 645.)

The last issue addressed by the McKelvey court concerned judicial notice. (McKelvey, supra, 74 Cal.App.4th at p. 162, 86 Cal.Rptr.2d 645.) Boeing argued the trial court improperly denied its requests for judicial notice in 1998, and plaintiffs argued the judge in 1997 "improperly took judicial notice of the `truth' of `a disputed issue of fact—the time and manner each [p]laintiff discovered his ... cause of action.'" (Ibid.) The appellate court stated, "Although the issue is moot in light of our conclusion in part I, ante, [regarding the inadequate complaints], we do note for the record that, assuming the propriety of judicial notice of newspaper articles, the truth of the facts reported is irrelevant. The 117 documents ... were offered to show the extent of the widespread publicity about the problems.... They were offered to show that, at a time outside the statute of limitations, plaintiffs had notice of or information of circumstances sufficient to put a reasonable person on inquiry. They were offered to show that anyone living in Los Angeles County, and certainly anyone living or working in the vicinity of the Rocketdyne facilities, would have read or heard about the contamination at and around the Rocketdyne facilities. Exhibit D, page 12 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 11/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar The accuracy of the reporting is irrelevant." (McKelvey, supra, 74 Cal.App.4th at p. 162, 86 Cal.Rptr.2d 645, fn. omitted, italics added.)

In a corresponding footnote, the court clarified, "Since plaintiffs did not dispute the accuracy of the relevant facts—that is, that the articles were published, that the shows were broadcast, and that the `fact sheets' were distributed—there is no reason the matter could not have been resolved by demurrer. We mention this only because the parties spent so much time and effort in their briefing, and emphasize that the point is moot." (McKelvey, supra, 74 Cal.App.4th at p. 162, fn. 13, 86 Cal.Rptr.2d 645.) Consequently, the court's one paragraph discussion on judicial notice must be read in context of the facts of that case, i.e., plaintiffs admitted knowledge of the publicity in their pleadings. The court, recognizing the issue was moot, assumed the media reports were subject to judicial notice, and determined accuracy of the reports was irrelevant.

The Nelson court commented the McKelvey case "include[d] a good deal of discussion about the publicity[.]" (Nelson, supra, 142 Cal.App.4th at p. 1210, 48 Cal. Rptr.3d 668.) However, it noted that court's affirmance was not based on a theory of imputed knowledge, but rather based on the fact plaintiffs' complaint contained admissions plaintiffs knew of the widespread publicity, yet they failed to explain how they managed to not read, hear, or see those articles and broadcasts. (Ibid.) We agree with this analysis of McKelvey.

It is interesting to note that following the McKelvey case, the Legislature enacted section 340.8 [regarding civil actions for injury based on exposure to a hazardous material or a toxic substance]. Subdivision (c)(2), specifically states, "Media reports regarding the hazardous material or toxic substance contamination do not, in and of themselves, constitute sufficient facts to put a reasonable person on inquiry notice that the injury or death was caused or contributed to by the wrongful act of 163 another." The section's historical notes indicates it was the Legislature's intent to *163 codify the delayed discovery ruling found in cases like Norgart, supra, 21 Cal.4th at pp. 397-398, 87 Cal.Rptr.2d 453, 981 P.2d 79 and Jolly, supra, 44 Cal.3d 1103, 245 Cal.Rptr. 658, 751 P.2d 923, "and to disapprove the ruling [in] McKelvey ...." (See Historical and Statutory Notes, 13c West's Ann.Code of Civ. Proc. (2006 ed.) § 340.8.) In Nelson, the court held this statute (§ 340.8) applies to actions involving personal injury caused by harmful chemicals such as Fen-phen. (Nelson, supra, 142 Cal.App.4th at p. 1209, 48 Cal.Rptr.3d 668.)

The Regents maintain McKelvey is still good law because in cases of mass contamination (whether environmental or by a widely used drug) a person aware of the publicity would not necessarily have a reason to suspect they have been injured by it. They point out the plaintiff in Nelson could not immediately link her medical ailments to a diet pill. Moreover, the media coverage in that case did not list the specific symptoms of valvular heart injury.

We agree the media coverage of the UCI scandal is different because the patients' injuries were not caused by a particular substance, but rather by intentional wrongdoing. Yet, this is a distinction that makes no difference for purposes of this appeal. The McKelvey court held the complaints inadequately pled facts to establish delayed discovery because the plaintiffs failed to disclose the time and manner of discovery after admitting knowledge of media coverage. The court did not hold knowledge could be imputed from the newspaper reports and broadcasts. Moreover, it did decide the overall propriety of Exhibit D, page 13 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 12/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar judicial notice of newspaper articles. (McKelvey, supra, 74 Cal. App.4th at p. 162, 86 Cal.Rptr.2d 645.)

We conclude neither Nelson nor McKelvey provides authority to support the court's ruling that public awareness of a problem through media coverage alone creates constructive suspicion for purposes of discovery. "The statute of limitations does not begin to run when some members of the public have a suspicion of wrongdoing, but only `once the plaintiff has a suspicion of wrongdoing.' [Citations.]" (Nelson, supra, 142 Cal.App.4th at p. 1206, 48 Cal.Rptr.3d 668.)

D. Judicial notice of an interpretation of the media reports was improper.

At the Regent's request, the trial court took judicial notice of 100 articles and press releases concerning the Fertility Clinic's problems. It ruled, "[T]he McKelvey case is controlling in these actions and all of the [patients] must allege and prove that in spite of the widespread and pervasive nature of the media coverage of the scandal, which placed them on inquiry notice of the potential for wrongdoing in their respective cases, why discovery of the wrongdoing was delayed. The media coverage was pervasive, was statewide, and was national in certain instances. There were at least seven public investigations ongoing, including those by the California State Senate and the UCI police. Numerous lawsuits were filed by other patients." The trial court ruled the Regent's requests to take judicial notice "are proper and are granted as they have been in all instances in the past." We disagree.

"`Judicial notice is the recognition and acceptance by the court, for use by the trier of fact or by the court, of the existence of a matter of law or fact that is relevant to an issue in the action without requiring formal proof of the matter.' [Citation.]" (Lockley v. Law Office of Cantrell, Green, Pekich, Cruz & McCort (2001) 91 Cal.App.4th 875, 882, 110 Cal.Rptr.2d 877 (Lockley).) "`Judicial notice may not be taken of any matter unless authorized or required by law.' (Evid.Code, § 450.)

164 *164 Matters that are subject to judicial notice are listed in Evidence Code sections 451 and 452. A matter ordinarily is subject to judicial notice only if the matter is reasonably beyond dispute. [Citation.] Although the existence of a document may be judicially noticeable, the truth of statements contained in the document and its proper interpretation are not subject to judicial notice if those matters are reasonably disputable. [Citation.]" (Fremont Indemnity Co. v. Fremont General Corp. (2007) 148 Cal.App.4th 97, 113, 55 Cal. Rptr.3d 621 (Fremont), second italics added.)

"`In ruling on a demurrer, a court may consider facts of which it has taken judicial notice. (§ 430.30, subd. (a).) This includes the existence of a document. When judicial notice is taken of a document, however, the truthfulness and proper interpretation of the document are disputable. [Citation.]' [Citation.]" (Fremont, supra, 148 Cal.App.4th at p. 113, 55 Cal.Rptr.3d 621.) Moreover, "`Taking judicial notice of a document is not the same as accepting the truth of its contents or accepting a particular interpretation of its meaning. [Citation.] On a demurrer a court's function is limited to testing the legal sufficiency of the complaint. [Citation.] "A demurrer is simply not the appropriate procedure for determining the truth of disputed facts." [Citation.] The hearing on demurrer may not be turned into a contested evidentiary hearing through the guise of having the court take judicial notice of documents whose truthfulness or proper interpretation are disputable. [Citation.] ... "`[J]udicial notice of matters Exhibit D, page 14 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 13/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar upon demurrer will be dispositive only in those instances where there is not or cannot be a factual dispute concerning that which is sought to be judicially noticed.'" [Citation.]'" (Id. at pp. 113-114, 55 Cal. Rptr.3d 621.)

Here, the court did not take judicial notice of undisputed facts written in the newspaper articles. Rather, the court interpreted the widespread media coverage to conclusively refute the patients' allegations they either (1) did not see or read the media coverage, or (2) saw the publicity, but failed to discover any wrongdoing. We will address each group of patients separately, finding judicial notice was improperly taken in both instances.

Patients (1) Shirel and Steve Crawford, (2) Rosalinda and Layne Elison, and (3) Julie Kirk all pled they had no knowledge of the media reports or the publicity surrounding the scandal. Specifically, the Crawfords alleged they returned to their home in San Diego after undergoing a diagnostic procedure at the Fertility Clinic. They pled: "Since plaintiffs lived in San Diego, California, they did not hear or read about any media coverage in 1995 concerning the scandal about [the doctors] when it was reported in Orange County. Their first awareness that they may have been victimized was in November of 2002, when they were contacted by a [lawyer] who apprised them of the scandal and the possibility that they may have had their eggs stolen[.]" Similarly, the Elisons and Kirk pled that before receiving a letter in November 2002, they were not aware of "any information suggesting that [they were] victim[s]" and they "did not see and were unaware of any local media reports of alleged misuse of eggs or embryos obtained from [the doctors' patients]."

As stated above, a hearing on demurrer cannot be turned into a contested evidentiary hearing. Because constructive suspicion is not enough to trigger the statute of limitations, the fact the scandal 165 was publicized is irrelevant unless the plaintiff admits to having knowledge of the publicity. *165 There is no evidence these plaintiffs in earlier pleadings made statements that were inconsistent with their claim to being unaware of the publicity. (Cf. Owens v. Kings Supermarket (1988) 198 Cal.App.3d 379, 383-384, 243 Cal.Rptr. 627 [if plaintiff fails to explain the inconsistency, the earlier admissions will be "read into" the pleading before the court, and the latter inconsistent allegations will be disregarded].) Since knowledge of widespread media coverage cannot be imputed to these plaintiffs, the media publicity is irrelevant. Any dispute as to whether these plaintiffs are telling the truth cannot be resolved at this early stage of the proceedings. Judicial notice of this interpretation of the media coverage was improper.

The McKelvey case is not on point. The McKelvey court only briefly discussed the propriety of taking judicial notice of media reports, and it focused on whether the accuracy of the reporting was relevant. (McKelvey, supra, 74 Cal.App.4th at p. 162, 86 Cal.Rptr.2d 645.) Because the plaintiffs had already admitted knowledge of the media reports in their complaints, the court held judicial notice of it may be proper for the limited purpose of proving the extent of the widespread publicity. As explained above, the court ultimately decided the conclusory allegations regarding delayed discovery were "patently inadequate" in light of plaintiffs' admissions they knew of the publicity. The appellate court's decision was made "[w]ithout resort to the matters submitted to the court for judicial notice[.]" (Id. at p. 161, 86 Cal. Rptr.2d 645.) The McKelvey court never suggested knowledge of widespread publicity could be imputed to an individual plaintiff (especially one who claimed to be unaware of the publicity). The case simply does not support the novel legal theory a court evaluating a demurrer may take judicial notice of Exhibit D, page 15 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 14/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar "constructive suspicion" due to media coverage.

The remaining patients (the Cachus, Durants, Roules, Ruhls, and Unruh-Haxtons) admit they were aware of the media coverage, but gave reasons why their discovery of wrongdoing was nevertheless delayed. Unlike the plaintiffs in McKelvey, these plaintiffs alleged in detail the time and manner of their discovery and how they acted with reasonable diligence: (1) their names were never mentioned in the newspaper articles; (2) the Regents possessed all the medical records and publicly promised to notify all potential victims but did not notify these plaintiffs; (3) the doctors and the Fertility Center continually gave false representations regarding the safety of the patients' genetic material; (4) it was later learned the Regents attempted to conceal facts from the patients; and (5) three sets of patients (the Durants, Roules and Unruh-Haxtons) had contact with the Regents and were led to believe they were not victims.[6]

Whether these patients were justified in relying on the doctors' and the Regents' representations cannot be decided at this time as a matter of law. Publicity may arouse suspicion of wrongdoing, but alone it cannot supply the factual basis for a claim because not every patient at the Fertility Clinic was 166 a victim. Moreover, *166 the first newspaper articles reported only one or two patients were effected. In the following months, UCI issued a press release increasing the number of victims to 30 or 35, and much later increased the number to being over 300. At all times, the Regents publicly gave assurances it was going to great lengths to contact the potential victims, and had even hired a private investigator to help them find everyone. We cannot hold as a matter of law what part, if any, of the media reports these patients saw or that it was unreasonable for them to rely on the Regents' representations.

As aptly noted by some of the patients, their attempts to investigate the matter were thwarted by the Regents with incomplete medical records and reassuring telephone calls. The complaints allege the Regents, had exclusive access and possession of the Ord list. "[W]hen the defendant is guilty of fraudulent concealment of the cause of action the statute [of limitations] is deemed not to become operative until the aggrieved party discovers the existence of the cause of action." (Poshley v. Pacific Elec. Ry. Co. (1944) 25 Cal.2d 226, 229, 153 P.2d 325.) The court could not rely on judicial notice of the media reports to support an inference these patients had knowledge of their injury because "such matters are reasonably subject to dispute and therefore require formal proof. [Citation;]" (Lockley, supra, 91 Cal.App.4th at p. 882, 110 Cal. Rptr.2d 877.) At this juncture, we must conclude the allegations in the complaint were sufficient to support the patients' claims of delayed discovery.

Scope of Employment

"Under the doctrine of respondeat superior, an innocent employer may be liable for the torts its employee commits while acting within the scope of his employment. This liability is based not on the employer's fault, but on public policies concerning who should bear the risk of harm created by the employer's enterprise. It is considered unjust, for example, for an employer to disclaim responsibility Exhibit D, page 16 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 15/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar for injuries occurring in the course of its characteristic activities. [Citation.] Moreover, losses caused by employees' torts are viewed as a required cost of doing business, the risk of which an employer may spread through insurance. [Citation.]" (Yamaguchi v. Harnsmut (2003) 106 Cal.App.4th 472, 481, 130 Cal. Rptr.2d 706 (Yamaguchi), italics added.)

"In light of this purpose, the determining factor in ascertaining whether an employee's act falls within the scope of his employment for respondeat superior liability is not whether the act was authorized by the employer, benefited the employer, or was performed specifically for the purpose of fulfilling the employee's job responsibilities. [Citation.] Rather, the question is whether the risk of such an act is typical of or broadly incidental to the employer's enterprise. [Citation.] [¶] An employer may therefore be vicariously liable for the employee's tort—even if it was malicious, willful, or criminal—if the employee's act was an outgrowth of his employment, inherent in the working environment, typical of or broadly incidental to the employer's business, or, in a general way, foreseeable from his duties. [Citation.] By contrast, an employer will not be held liable under the respondeat superior doctrine for conduct that occurs when the employee substantially deviates from the employment duties for personal purposes or acts out of personal malice unconnected with the employment, or where the 167 conduct is so unusual or startling that it would seem unfair to include the loss resuiting *167 from it among other costs of the employer's business. [Citations.]" (Yamaguchi, supra, 106 Cal.App.4th at pp. 481-482, 130 Cal.Rptr.2d 706, internal quotation marks omitted.)

`"Ordinarily, the determination whether an employee has acted within the scope of employment presents a question of fact; it becomes a question of law, however, when "the facts are undisputed and no conflicting inferences are possible."' [Citation.]" (Farmers Ins. Group v. County of Santa Clara (1995) 11 Cal.4th 992, 1019, 47 Cal.Rptr.2d 478, 906 P.2d 440, fn. omitted.) "In some cases, the relationship between an employee's work and wrongful conduct is so attenuated that a jury could not reasonably conclude that the act was within the scope of employment. [Citations.]" (Mary M. v. City of Los Angeles (1991) 54 Cal.3d 202, 213, 285 Cal.Rptr. 99, 814 P.2d 1341.)

The Regents assert the doctors were providing medical services when the wrongful conduct allegedly occurred, making the action one for professional negligence (and MICRA), but because the doctors "went outside their agreed employment" when they misappropriated genetic material they were not acting within the scope of their employment. The patients assert the issue cannot be decided as a matter of law. They explain the doctors were authorized to harvest and fertilize eggs, freeze, and store them for subsequent use, implant them in patients and use them for research as part of their employment. The wrongful acts arose in conjunction with, and while the doctors were providing these medical services.

A few years ago, a different panel at this court decided in Stone v. Regents of University of California (1999) 77 Cal.App.4th 736, 92 Cal.Rptr.2d 94 (Stone), that the Regents did not have to provide a defense to Sergio Stone (who was partners with the doctors Asch and Balmaceda) at the Fertility Clinic. In that case, former patients, Susan and Wayne Clay, sued Stone and others alleging eggs, sperm, and embryos were implanted in another woman without the Clays knowledge or consent. At the time, the Regents were still investigating the charges, and the doctors at the Fertility Clinic, including Stone, were not cooperating. "They refused to provide patient charts, embryology records, or information about procedures for obtaining patient consents, and they declined to allow the panel to Exhibit D, page 17 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 16/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar interview patients—even in their presence—to look into the question of consent." (Id. at p. 740, 92 Cal.Rptr.2d 94.)

Regents refused to defend Stone, taking the position Stone's conduct was intentional and fraudulent and therefore outside the scope of employment. The Regents stated there was an actual conflict of interest between Stone and the university, "because the physician failed to give the university requested medical records which the University, as a provider of care to the Clays and others, had a right to possess." (Stone, supra, 77 Cal.App.4th at p. 742, 92 Cal.Rptr.2d 94.) Stone petitioned for a writ of ordinary mandate under section 1085 and prevailed.

This court reversed the ruling, holding, "Scope of employment is a question of fact, but all that can be required of the Regents when asked for a defense under the statutory scheme is that their decision be within the range of reason. It was. We cannot say as a matter of law it is typical of the risks of a medical school faculty practice that a physician, for 18 years a tenured professor, with a renowned and successful fertility clinic, would be part of a scheme to enrich himself by using a patient's eggs without 168 her consent. Put in terms of the foreseeability test, this is such startling *168 and unusual conduct that we cannot say, as a matter of law, it would be fair to impose these risks on a university. To the extent the conduct may be viewed as an abuse of job-created authority, it was again a reasonable conclusion the motivations were the purely personal ones of financial reward and professional acclaim." (Stone, supra, 77 Cal.App.4th at p. 748, 92 Cal. Rptr.2d 94, fn. omitted, first italics added.)

In short, we decided in Stone the scope of employment could not be determined as a matter of law, but that under the test required for the statutory scheme at issue the Regents had not abused its discretion in denying Stone a defense. In a footnote we noted, "The Regents' call that Stone's conduct was outside the scope of employment was not the last word, of course. Under [the applicable statutory scheme], Stone could pay for his own defense and then recover from the Regents by establishing that the Clays' suit did arise out of actions taken within the scope of his university employment." (Stone, supra, 77 Cal.App.4th at p. 748, fn. 10, 92 Cal. Rptr.2d 94.)

In the case now before us, we are limited to the facts alleged in the complaint and we must assume the truth of those allegations. The patients maintain their injuries arose following fertility treatments performed by the doctors employed by the Regents to perform fertility treatments. At this stage of the litigation, we are unable to determine whether the wrongful conduct was "foreseeable" or an "outgrowth" or "typical" in the fertility treatment business. (See Yamaguchi supra, 106 Cal.App.4th at pp. 481-82, 130 Cal.Rptr.2d 706.) We cannot say as a matter of law the doctors' work and their wrongful conduct was so attenuated that a jury could not reasonably conclude the act was unforeseeable or outside the scope of employment.

JOINT VENTURE LIABILITY

The Regents and the Medical Center assert the court properly found insufficient allegations to support a finding the parties were in a joint venture. They maintain the patients failed to plead the Regents or Exhibit D, page 18 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 17/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar the Medical Center, as members of the joint venture, had control over the business enterprise. For example, the Regents argue, "Plaintiffs have not alleged that anything in the agreement gave the Regents any say in how the doctors would run the clinic, what research they would do, what patients they would treat, etc. The control belonged solely to the doctors, with the Regents providing financing in exchange for a return on its investment."

"A joint venture ... is an undertaking by two or more persons jointly to carry out a single business enterprise for profit." (Nelson v. Abraham (1947) 29 Cal.2d 745, 749, 177 P.2d 931.) "There are three basic elements of a joint venture: the members must have joint control over the venture (even though they may delegate it), they must share the profits of the undertaking, and the members must each have an ownership interest in the enterprise. [Citation.]" (Orosco v. Sun-Diamond Corp. (1997) 51 Cal.App.4th 1659, 1666, 60 Cal.Rptr.2d 179 (Orosco).) "Whether a joint venture actually exists depends on the intention of the parties. [Citations.] Where evidence is in dispute the existence or nonexistence of a joint venture is a question of fact to be determined by the jury. [Citation.]" (April Enterprises, Inc. v. KTTV (1983) 147 Cal. App.3d 805, 819-820, 195 Cal.Rptr. 421.)

Here, it cannot be held as a matter of law that the complaints fail to allege facts supporting creation of 169 a joint venture. The complaint pleads, and the defendants concede two elements: There was *169 an agreement for them to finance the Fertility Clinic and they expected a profit in return for their respective ownership interests. The requisite joint control is supplied by the complaints' allegations the doctors, the Regents and the Medical Center "entered into a written joint venture agreement. The joint venture then operated the clinic.... The joint venture included the operation and management of the [Medical Center] Garden Grove building itself." Certainly, a written joint venture agreement strongly indicates an intention to enter into a joint venture. The allocation of responsibilities in operating the business does not necessarily change the character of the joint venture relationship. One having the right to control a business is permitted to delegate responsibilities. (See Orosco, supra, 51 Cal. App.4th at p. 1666, 60 Cal.Rptr.2d 179.) Whether the wrongful acts of one joint venturer were committed in connection with the joint venture, or can be imputed to the other joint venturers are questions for another day because the scope of review on demurrer is limited. We conclude the complaints alleged facts sufficient to support a cause of action under a joint venture theory of liability.

PATIENTS' REQUEST FOR LEAVE TO AMEND THEIR COMPLAINTS

The patients seek leave to amend their complaints to plead a violation of the state constitutional right to privacy. They allege the complaints already contain facts to support this cause of action. In addition, one set of patients, the Durants, request leave from this court to amend their complaint to correct errors and omissions of several facts. They cite as supporting authority Smith v. Commonwealth Land Title Ins. Co. (1986) 177 Cal.App.3d 625, 627, 223 Cal.Rptr. 339, where the trial court sustained without leave to amend a demurrer to a third amended complaint. On appeal, plaintiff suggested the Exhibit D, page 19 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 18/20 9/1/2015 Unruh-Haxton v. Regents of Univ. of Cal., 76 Cal. Rptr. 3d 146 - Cal: Court of Appeal, 4th Appellate Dist., 3rd Div. 2008 - Google Scholar facts alleged in his complaint revealed a cause of action for slander of title, a claim not alleged in the complaint. Defendant objected, arguing new theories may not be raised for the first time on appeal. The court acknowledged this general rule, but held "in the pleading stage these considerations are inapplicable, and on appeal from a demurrer we search the facts to see if they make out a claim for relief under any theory. [Citation.]" (Id. at pp. 629-630, 223 Cal.Rptr. 339.) But because we have determined the pleadings, in their current state, are not defective, it is not necessary for us to consider whether additional claims could be pled on the facts raised to defeat the demurrers. Whether the pleadings can or should be amended is for the trial court to decide on remand.

VII

DISPOSITION

The statute of limitations does not bar any of the patients' claims against the Regents. All of the Roules' claims against the Medical Center are barred. All of the patient's claims for intentional infliction of emotional distress and negligent supervision against the Medical Center are barred. All other claims against the Medical Center survive. Accordingly, the judgment is reversed in part and affirmed in part. The appellants shall recover their costs on appeal against the Regents only. The respondents, the Medical Center (Garden Grove Hospital and Medical Center, and Tenet Healthcare Corporation), shall bear their own costs on appeal.

WE CONCUR: RYLAARSDAM, Acting P.J., and FYBEL, J.

[1] All further statutory references are to the Code of Civil Procedure, unless otherwise stated.

[2] The patients are: (1) Gracie and Robert Cachu; (2) Rosalinda and Layne Elison; (3) Janice and Stephen Durant; (4) Shirel and Steve Crawford; (5) Lynda and Stephen Roule; (6) Elizabeth and Mark Ruhl; (7) Margaret Unruh-Haxton and Jerry Unruh; and (8) Julie Kirk.

[3] An egg fertilized inside a woman's body is an embryo, and an egg fertilized outside a woman's body is commonly referred to as a pre-embryo.

[4] The one exception to the above discussion is the Roules. Their original complaint against the Regents was filed in April 2000 and they did not amend it to add the Medical Center until January 2006. All of their claims against the Medical Center are time-barred. The Roules may only proceed with their claims against the Regents.

[5] The patients assert they "do not intend to pursue the other claims asserted in their complaints." Accordingly, our discussion is therefore limited to the causes of action discussed on appeal: fraud, conversion, intentional infliction of emotional distress, and negligent supervision.

[6] For example, the Roules were first assured by the doctors their eggs were safe, and then later notified by the Regents that their genetic material was being transferred to a different facility for storage. In 1996, the Roules obtained their medical records, but the Regents withheld the portions which would have caused the couple to suspect wrongdoing. Based on the records they had, an attorney advised them there was no reason to suspect they were victims. Similarly, the Unruh-Haxtons and Durants made telephone contact with the Regents' representative, and these patients claim they were led to believe they had not been victimized.

Save trees read court opinions online on Google Scholar.

Exhibit D, page 20 https://scholar.google.com/scholar_case?case=13127717303585799769&q=unruh-haxton+v.+regents&hl=en&as_sdt=3,36 19/20

Exhibit E

Charles D. Martin biography. Paul Merage School of Business, University of California Irvine. http://merage.uci.edu/ResearchAndCenters/CIWM/Resources/Documents/MartinChuck.p df; See also http://polarisinvestmentcompetition.com/our-sponsor/

Biographical Information

Charles D. Martin

Mr. Martin (73) is the Chairman, CEO and Chief Investment Officer of Mont Pelerin Capital, an investment management firm that he founded in 2005. The firm manages long/short hedge funds in the public equities market.

With over 40 years of investment experience, he has been engaged actively in managing strategies across most asset classes, including public equities, international & domestic bonds, venture capital, leveraged buyouts, real estate and marketable alternatives (hedge funds). For about 15 years he has served on, or led, investment committees for university endowments, including the University of California Regents, UC Irvine and Chapman University. He also now serves as a Senior Advisor to the private equity firm of ClearLight Partners, which is focused on the acquisition and development of middle market companies.

Earlier in his career he founded the venture capital firm, Enterprise Partners, and served as its Managing Partner until his retirement in 1999. Enterprise Partners grew to become the largest venture capital firm based in Southern California, investing in over 100 emerging growth companies. During his term as the firm’s Managing Partner, Enterprise Partners consistently ranked as one of the top performing venture capital firms in America. Investors included the endowments of Harvard, Yale, Princeton, Dartmouth, the Ford Foundation, the Common Fund, AT&T, General Motors, Eastman Kodak, Bank of America and others. Over 80 CEO’s of California companies are also investors in these funds.

Mr. Martin is also the cofounder, with George Argyros (formerly the U.S. ambassador to Spain), of Westar Capital, a private leveraged buyout/recap investment firm, and served as a general partner of that firm from its formation until 2000 when he retired as its partner emeritus. During his term of leadership in Westar Capital, it achieved returns that were extraordinary by any standard in the private equity industry.

For 25 years, until its sale in 2000, Mr. Martin was a co-owner and served on the Board of Vedax Sciences Corporation, the parent company of TEC International

Exhibit E, page 2 (now known as Vistage), the largest proprietary membership organization in the world for the management development of company Presidents and CEOs. TEC International operates in 72 metropolitan markets in the United States, eight foreign countries and has 12,000 members. Mr. Martin sold the company to Knowledge Universe, a partnership between Michael Milken and Larry Ellison.

Over the last 35 years Mr. Martin has served on the Board of Directors of 46 public and private companies. He has completed over 90 merger & acquisitions and countless corporate financing transactions. Mr. Martin is also a seasoned operating executive. Earlier in his career he served as CEO or V.P. Corporate Development of various computer systems and software companies.

Mr. Martin is a Trustee of University of California, Irvine and Chapman University. For the five-year period from 2000 to 2005 he served as Chairman of the Board for the Graduate School of Management, University of California, Irvine (now known as the Merage School of Business) and was designated its first Chairman Emeritus. He served as the founding Chairman of the Board of Trustees of the Orange County Museum of Art from 1996 to 2000 and continues as its Chairman Emeritus.

He graduated from Ohio State University in 1960 with a degree in Engineering Physics and five majors (physics, mathematics, chemistry, electrical engineering and business). In 2007 he was awarded the alumni-of-the-year, Lamme Medal.

Exhibit E, page 3 POLARIS INVESTMENT COMPETITION

A Collaboration Between Charles D. Martin and

Home Current Results Past Winners Resources Competition Documents Our Sponsor Contact MR. CHARLES D. MARTIN CHAIRMAN AND CEO MONT PELERIN CAPITAL

CLICK HERE TO VIEW MR. MARTIN'S BLOG

Mr. Martin (73) is the Chairman, and CEO of Mont Pelerin Capital, an investment management firm that he founded in 2005. The firm manages long/short hedge funds in the public equities market. He has over 40 years of investment experience actively managing strategies across most asset classes, including public equities, international & domestic bonds, venture capital, leveraged buyouts, real estate and marketable alternatives (hedge funds). For about 15 years he has served on, or led, investment committees for university endowments, including the University of California Regents, UC Irvine and Chapman University. He also now serves as a Senior Advisor to the private equity firm of ClearLight Partners, which is focused on the acquisition and development of middle market companies.

Earlier in his career he founded the venture capital firm, Enterprise Partners, and served as its Managing Partner until his retirement in 1999. Enterprise Partners grew to become the largest venture capital firm based in Southern California. During his term as the firm’s Managing Partner, Enterprise Partners consistently ranked as one of the top performing venture capital firms in America. Mr. Martin is also the cofounder, with George Argyros (formerly the U.S. ambassador to Spain), of Westar Capital, a private leveraged buyout/recap investment firm, and served as a general partner of that firm from its formation until 2000 when he retired as its partner emeritus.

For 25 years, until its sale in 2000, Mr. Martin was a co-owner and served on the Board of Vedax Sciences Corporation, the parent company of TEC International (now known as Vistage), the largest proprietary membership organization in the world for the management development of company Presidents and CEOs. Approximately 12,000 CEOs are members worldwide.

Michael A. Cancelleri is the Managing Director and Chief Operating Officer of Mont Pelerin Capital. Mr. Cancelleri worked as the principal research analyst and portfolio manager for Polaris Capital, Mr. Martin’s investment program for six years. In that capacity, he assisted in the development, testing and refinement of the Polaris model and investment system as well as its implementation. His duties also include financial modeling, performing detailed securities research and quantitative analysis for all candidate investments, as well as performing ongoing due diligence and maintenance of all portfolio companies. Also, he has assisted Mr. Martin on his investment program in other asset classes, including domestic and international fixed income, venture capital, private equity and real estate.

Exhibit E, page 4 Earlier in his career Mr. Cancelleri worked for Pacific Investment Management Company (PIMCO), the world’s leading fixed income investment management firm as a Senior Compliance Officer. Before that he was employed as a Competitive Intelligence Analyst for Ingram Micro Corporation, the world’s largest distribution company of information technology products.

Mr. Cancelleri earned his Master’s in Business Administration (MBA) with a concentration in Finance from the Paul Merage School of Business at the University of California, Irvine. He earned his undergraduate degree in Business Administration with an emphasis in Finance from the George L. Argyros School of Business and Economics at Chapman University.

Exhibit E, page 5 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education

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VIEWPOINT BY CHUCK MARTIN

FRIDAY, JULY 19, 2013 The Future of Higher Education

If you think the world is coming to an end in two weeks, go to a college campus…it will take at least two years. Mark Twain

Innovation has touched every aspect of our lives…except education. There is no aspect of the human experience that has been more vacant of innovation than education, especially higher education. Innovation in education offers more opportunity for the advancement of society than any other A B O U T M E endeavor that could be pursued by mankind. Colleges and CHUCK MARTIN universities continue to deliver their service in the same manner as they have for centuries: A professor stands before a class of Chuck Martin is Chairman/CEO of students delivers a lecture and students read a text book. This is Mont Pelerin Capital, a long/short an archaic system that is on the threshold of a massive equities hedge fund.He is best known transition. Certainly, established institutions will resist the for founding and leading two highly change as they always have throughout history. The concept of successful private equity firms during efficiency, productivity and efficacy in the delivery of the 1980s and 1990s: Enterprise knowledge and skill has had no place in the world of academia. Partners (venture capital) and Westar

We are now entering an agonizing period whereby the Capital (leveraged buyouts). He continues today as a senior advisor to educational delivery system will be completely restructured by the private equity firm, ClearLight innovation and enabling technologies. The landscape in higher Partners and serves on the investment education is about to change dramatically. committess for university endowments. Today’s education delivery system: VIEW MY COMPLETE PROFILE The educational delivery system throughout history has been characterized by: BLOG ARCHIVE

▼ 2013 (1) 1. Students show up to classrooms where professors deliver lectures. ▼ July (1) The Future of Higher Education

2. Students read textbooks ► 2011 (1) Exhibit E, page 6 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 1/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education

3. All students, fast learners and slow learners are ► 2010 (4) delivered the same instruction. ► 2009 (7)

4. All courses are the same length (a semester or quarter)

regardless of the amount or complexity of the content FOLLOWERS

5. All classes operate on one hour cycles (45 minutes of Join this site

lecture, 15 minutes to change classes) and are delivered with Google Friend Connect at a specific time and place convenient for the professor Members (7) and university.

6. Class sizes are limited to 2530 students and the physical plant is geared to that sizing criteria. Already a member? Sign in

7. Degree programs are structured to graduate students in four, or five, years, assuming class availability and reasonable student progress.

This is the “straight jacket” in which higher education has lived for centuries.

Innovation Transforms Education:

Enabling technologies have emerged that provide the power to transform the delivery of education. While in its infancy, it is clear that we are at the doorstep of enormous changes in higher education, if not indeed in the entire educational delivery system. This is being brought on by the emergence of on-line courses and programs. These were pioneered by for-profit enterprises, but are now rapidly proliferating throughout the nonprofit institutional space. Emerging companies, such as Coursera, Udacity and EdX have led the way by providing an infrastructure for the delivery of what are known as MOOCs or Massive Open Online Courses. But this is just the “tip of the iceberg”.

We can best understand this through an example.

A Stanford professor of mathematics recently posted his course on differential equations on Coursera’s online site. He put considerable effort into making the course interesting and an effective learning presentation supplemented by good graphic illustrations, video and other learning materials. He built in student progress assessment mechanisms that permit the course Exhibit E, page 7 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 2/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education program to triage learners into fastforward or remedial instruction tracks. In a course, such as differential equations, like majority of others, there is little, or no, benefit to student interaction. 120,000 students took his course. As he puts it, “I have spent many manhours every semester for years teaching this course to only twenty students at a time. Through the Coursera program I have taught more students in three months than otherwise in my lifetime. It would have taken 1,000 professors six years to teach the course to that many students.” In this example, we have seen a glimpse of the future.

But more is happening…much more.

Most MOOC courses are free and not for credit and therefore do not apply toward a degree. That is beginning to change. The first MOOC courses offered for credit were introduced in January, 2013 and in May, 2013, Georgia Tech launched an entirely MOOCbased Master’s Degree for $7,000. Students anywhere can take this Master’s Degree program without ever setting foot in Georgia. This dramatically expands the market for this Georgia Tech product.

A small university in New Hampshire offers a number of online degree programs. These degree programs generated over $130 million in revenue for the university during the last academic year and produced an operating surplus of $29 million. While their brick & mortar campus served 2,750 students, the online program enrollment was 25,000. Students on campus paid an average of $112,000 in tuition, plus room, board, books and other expenses for their degree. The cost of the same degree online is about $38,000. Only twenty-five faculty members are required to provide the instruction online.

This is a tidal wave that is forming and will transform higher education.

There will be vigorous resistance to this change by faculty and administrators. They will argue that there is no substitute for the classroom experience, the interaction between students and the teacher. This is just so much B.S. and will ultimately give way to the power of competition and economics.

While not all courses are wellsuited to online instruction, a Exhibit E, page 8 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 3/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education huge portion are and can be delivered more effectively through that modality. They will not be delivered by TAs or average faculty members. Students will learn from the best.

So, what will change?

At the most fundamental level we can expect important transformations in the way education is delivered.

1. Courses will become “productized”. Many courses are commoditylike and can be structured into welldesigned instructional “products.” Top professors and universities are developing these online format courses in a way that facilitates the learning of the content material and makes it more interesting for students. These courses will not just be videos of “talking heads’, they will be welldesigned courses that deliver the material in a compelling, easytolearn way.

Examples of wellsuited courses include: accounting, chemistry, physics, biology, mathematics (algebra, statistics, calculus, geometry, etc.), psychology, economics, astronomy, language studies and more.

2. Competencybased degree and course credit programs will replace time period based instruction. The empowering character of MOOC, MOOC-variant programs and other online technologies will empower the implementation of, and drive the demand for, competencybased education. While largely in an experimental and developmental stage, this approach to education is set to expand rapidly, fueled in part by innovations in the application of technology. Competencybased systems allow all learners to progress at their own pace, yet assure that the student has adequately mastered the subject to merit the award of the course credit and ultimately the degree.

3. The pace of learning will become variable; linked to the individual. Fast learners, and those that work harder, will progress through the learning experience at an accelerated pace, not held back by those of average or subpar learning abilities. Slower learners will progress at a pace geared to their abilities and work ethic.

Exhibit E, page 9 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 4/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education

4. The rigid structure of class periods, semesters and degree timelines will break down. There is no good reason why all courses should take exactly one semester. There is no reason why class cycles should all run one hour. There is no reason why all students should take four years (or more) to graduate.

5. Instruction will cease to be linked to the academic year schedule . There is no good reason why students must begin their classes, all at the same time, in the fall or at the beginning of a semester. They will be able to commence their study at any time of the year.

6. The physical classroom will become obsolete for many/most courses.

Universities will need to rethink the structure and function of their physical plant.

7. Much of the curriculum becomes commoditized. When we examine the typical undergraduate college curriculum we discover that a majority of the courses can be delivered better through welldesigned internet- based programs than through the terrestrial classroom format. These courses are basically those that benefit very little by the interaction between a teacher and students or between students.

8. Social Media will play an increasing role in education . The interaction between students and teachers and the interaction between students has long been a vital part of the educational process. Young people coming of age now are much more into interaction through social media. Companies like Piazza are providing an online gathering place for students to interact with university faculty and other students in much the same way that they might in a classroom. However, through this platform, interaction is available Exhibit E, page 10 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 5/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education 24/7, not just during classroom of office hours. Through platforms such as this, students will have social interaction with classmates all over the country and the world. It is a growing new medium for student interaction focused around their learning experience.

9. Textbooks will become obsolete. Courses developed for online delivery will increasingly use excellent graphics, audio and video with text presentations and will be programmed like a computer. Tests, or built-in progress assignment mechanisms, will allow fast learners to skip forward while rerouting others into remedial channels. This will be far more powerful than textbooks which are linear in nature and have no way to know how well the student understands what is presented. The online course will become the textbook in the future.

10. Degree Programs will be formed from a composite of courses offered by multiple universities. Universities will begin constructing degree programs that select, bring together and bundle courses from other institutions to construct better academic offerings. Through this, a student might take an approved course in mathematics from Stanford or the University of Michigan, and economics course from a prominent faculty member at the University of Chicago, a science class from MIT and a cluster of core courses from the degreegranting university.

11. Prices will come down. For decades, the cost of a college education has been rising. It has been rising faster than any other product or service that consumers purchase (including healthcare). The will soon come to an end. Ferocious competition is arriving at the doorstep of higher education. Historically, universities have competed within fairly narrow market segments, characterized by price, brand, geography, academic offering and other factors. With the onset of course “products” and internet delivery modalities, any Exhibit E, page 11 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 6/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education university can compete anywhere anytime.

12. Large populations of faculty will become obsolete, unneeded. The transformative in commodity type courses is likely to result in at least half of all faculty positions at universities becoming unnecessary. Because of the tenure system, universities will struggle to reduce their “headcount” consistent with the decline in need for these employees.

13. The Economic Model of Higher Education will change. The amount of labor (faculty and administration time) to deliver online instruction is small, especially when spread across a large number of students and multiple years. Upfront there are capital costs to develop the courses, but all the repetitive costs of professor lesson plan preparation and classroom delivery of material will be eliminated. Thus, the costs per student will drop enormously in this business model.

14. Competition will intensify…significantly. The ability of any university or professor to deliver courses anywhere, any time at a competitive price (not burdened by labor or facilities costs) will transform the markets for higher education. A university in New England will go after students in the “backyard’ of a university in California (and vice versa). With gross margins near 90 percent in the online offerings, price competition will flourish. Universities with strong programs and strong brand equity in certain academic specialties will do well in diverse geographic markets, while those without distinction will struggle. Universities will need to learn how to become effective at marketing. They can learn a great deal from the forprofit sector regarding those strategies. The days of charging big tuition prices will come to an end.

15. An opportunity to improve educational efficacy. Exhibit E, page 12 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 7/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education When we look on the bright side of what technology and innovation will bring to education, the picture is exciting, but challenging. It offers to free educators from the “mundane” instruction that they deliver in the traditional format of today’s system. That will be empowered to focus on more valuable learning experiences for students. There is much that technology cannot do well. Many areas benefit from interaction with the teacher and other students. Communication and thinking skills are among these. The social and philosophic development of young people also requires beneficial interactivity. How do you teach critical thinking, analytical processes, and problem solving? How do you teach a student to persuasively convey his or her ideas? How do they harness the power of interrogative means to get to the bottom of an issue? In the new world, educators will be challenged to step up to the full intellectual and personal development of the whole person.

Innovations enabled by technology need not spell the demise of (all) universities. But certainly big adjustments must be made. With compellingly more efficient, more effective, less costly means to deliver a large part of college education coming soon, it is imperative that academic leaders rethink their business models and their strategy.

University leaders always put down for profit education companies, yet they are soon to enter their domain. For- profits education companies have advantages. They do not carry the heavy costs of athletic programs, bloated bureaucracies and expensive facilities. They also focus on delivering customer value, i.e. education and placement instead of “research”. They have also developed a core competency in marketing; in recruiting customers (students). They are unburdened with the baggage of tenure and are free to hire the best faculty and get rid of weak performers. Nonprofits are wise to learn from these competitors.

In pursuit of the provision of value

Exhibit E, page 13 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 8/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education All goods and services are measured by consumers by the value they deliver (i.e. what one procures, divided by its cost). Strangely, neither producers nor consumers of higher education have focused on this concept. The title wave of intense competition that is coming will change that. Universities have benefited, especially recently, from the strong demand for their services, giving them the opportunity to increase prices aggressively, in lockstep. This has been fueled by a weak job market. High school graduates cannot find employment, so they opt to go to college. Also, college education promises better jobs when they graduate, a promise that many are finding vacant. Also, fueling this demand is the excessive availability of student loans with lenient borrowing standards. This is another factor driving prices up at an unsustainable and unreasonable rate. Because of the unwise public policy making such loans easily available, many young people will ultimately suffer under the burden of the ill-advised acquisition of debt they accumulated to get their education. A huge portion of young people pursue academic majors that offer little prospect of gainful employment. They simply have a good time in college studying fun subjects that interest them, but have little value in preparing them for a viable career or for any meaningful employment. They graduate with a mountain of debt, but without the economic ability to live independently. This is just plain wrong.

Educators must change this equation. The concepts of educational productivity and efficacy must become imperatives in their profession. They must embrace the idea of delivering more educational efficacy through innovation and enabling technologies. They must be willing to let go of the old ways of doing things and aggressively look at new modalities for the delivery of education. They must focus on the comprehensive intellectual and personal development of students. Moreover, priority must be given to providing young people with the skills and knowledge to become employed as productive members of society.

Evolution and Revolution Exhibit E, page 14 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 9/11 8/31/2015 Viewpoint by Chuck Martin: The Future of Higher Education

Early adopters/innovators will benefit from the massive transitions that are beginning. Like the progressive university in New Hampshire, incremental revenue and operating surplus can be generated from the extension of their business model into cyberspace. Such offerings will dramatically extend their market reach. On-line programs will also expand the market to include “customers” that are geographically “challenged” such as those in military service or others in families employed overseas where access to college education is limited. American Public Education (APEI) has made a very successful business serving this market and has current enrollment of 130,000 students. Working adults have always been a good market for these programs, but there is no reason that they need to be limited to the adult education market. Soon the lines will become blurred between adult and traditional campus programs offered to high school graduates.

However, while initially the market will expand and first movers will prosper, the advent of elevated competition, price pressure and the conversion of campusbased enrollment to online will pose a very serious challenge for most universities. Traditional, hightuitionpaying enrollment will drop significantly as students increasingly choose a less costly and better educational experience on a cybercampus. For those laggard institutions that do not seize the moment to transform their operating models, revenues will decline sharply and many universities will face extinction.

Within 15 years, half of the universities in America will become insolvent.

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Exhibit E, page 15 http://viewpointbychuckmartin.blogspot.com/2013/07/the-future-of-higher-education.html 10/11

Exhibit F

David J. Goldwyn biography. (ca. August 2009). Hillary Clinton FOIA email released by U.S. Department of State, Aug. 31, 2015. U.S. Department of State, Case No. F-2014- 20439, Doc. No. C05760586, Date: 06/30/2015, ¶4 (“affiliated with the Ford Foundation”). https://foia.state.gov/Search/Results.aspx?collection=Clinton_Email Subject: “DAVID L GOLDWYN” Document Date: n/a Doc. No. C05760586 Posted Date: 6/30/2015 Case Number: F-2014-20439

UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05760586 Date: 06/30/2015

RELEASE IN FULL

DAVID L. GOLDWYN

David L. Goldwyn is President of Goldwyn International Strategies LLC, an international energy consulting firm. Through GIS, Goldwyn has advised the World Bank on power sector reform, assisted the US Department of State and the warring parties in the Sudanese civil war on wealth sharing options, advised the Federal Government of Nigeria on its EITI implementation program and advised a host of Fortune 100 companies on political risk, economic sanctions, and corporate social responsibility issues. He is a Senior Fellow in the Energy Program at the Center for Strategic and International Studies (CSIS) and serves on the Council of Foreign Relations (CFR) Task Force on Energy Security and CFR Center for Preventive Action Task Forces on Angola, Venezuela and Bolivia.

Goldwyn served as Assistant Secretary of Energy for International Affairs, Counselor to the Secretary of Energy, and national security deputy to Ambassador Bill Richardson, U.S. Permanent Representative to the United Nations under President Bill Clinton. Goldwyn served in the Office of the Under Secretary for Political Affairs at the State Department under Presidents George H.W. Bush and Clinton, acting as Chief of Staff from 1993-1997. Goldwyn first served in the government as an Attorney-Adviser in the Office of the Legal Adviser at the State Department from 1991 to 1992.

Goldwyn has taught a graduate seminar on the Geopolitics of Energy at Columbia and Georgetown Universities, been a frequent commentator on NPR, CNN, the BBC, and in energy trade newspapers. He has addressed the Conference Board, the Georgetown Leadership Seminar, the University of California (Berkeley) School of Journalism and executive meetings of Statoil, ConocoPhillips, and ExxonMobil on US energy policy.

Mr. Goldwyn acquired extensive international business experience as an attorney with the New York law firm of Paul, Weiss, Rifkind, Wharton and Garrison from 1986 to 1991. He has been affiliated with the Ford Foundation and the Brookings Institution. He is a Member of the Council on Foreign Relations, the District of Columbia Bar, and the New York State Bar Association.

Goldwyn is the author of numerous publications on transparency in the oil sector and on US Strategic Reserve policy.

Goldwyn is the Chairman of the Board of Global Giving, a foundation dubbed "the e-bay of international development", dedicated to using the internet to match donors with projects in the developing world. [Goldwyn International Strategies]

Education: Mr. Goldwyn received a Bachelors of Arts degree from Georgetown University. He received a Masters in Public Affairs degree from the Woodrow Wilson School of Public and International Affairs at Princeton University and a law degree from New York University School of Law.

Exhibit F, page 2 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05760586 Date: 06/30/2015 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05760586 Date: 06/30/2015

Publications: David Goldwyn and Jan Kalicki co-authored the article "RX for 'Oil Addiction,' in the Spring 2006 issue of Energy pp.9-12

In April 2006, David Goldwyn and Edward Morse published "The Petrol Factor," Aspenia n. 29- 30, 2006

On January 9th 2006 David L. Goldwyn and Jan Kalick's published an Op-Ed entitled 'Partnership is the Energy Security Key' in the Financial Times

In 2005 David L. Goldwyn and Jan Kalicki published the book, Energy and Security: Towards A New Foreign Policy Strategy, (Wilson Center Press/Johns Hopkins University Press (2005)

In 2005 David Goldwyn was a contributor to Latin America Energy Adviser

David Goldwyn published "A Strategic Approach to Governance and Security in the Gulf of Guinea: A Report of the CSIS Task Force on Gulf of Guinea Security" in July of 2005 (CSIS)

Goldwyn published an article, entitled "Extracting Transparency" in the Winter 2003-2004 issue of the Georgetown Journal of International Affairs.

David Goldwyn published "Crafting a US Energy Policy for Africa" in Rising US Stakes in Africa: a Report of the Africa Policy Advisory Panel (CSIS: May 2004).

David Goldwyn published an article "Forecast for Energy Markets: More Volatility Ahead" in the Conference Board's The Publisher's Roundtable.

In February 2004, Witney Schneidman published a book with University Press of America entitled "Engaging Africa: Washington and the Fall of Portugal's Colonial Empire."

In September 2004, Goldwyn addressed Bolivia's new hydrocarbons law in the Inter-American Dialogue's Latin America Adviser.

David Goldwyn published an article "Forecast for Energy Markets: More Volatility Ahead" in the Conference Board's The Publisher's Roundtable.

David Goldwyn published "DOE Diplomacy" in The Department of Energy: 25 Years of Service (McGraw Hill 2002)

David Goldwyn published a policy brief on "The United States, Europe, and Russia: Toward a Global Energy Security Policy", Policy Brief: East West Institute, August 2002, Volume 1:5.

2008 Political Giving History: $1,000 to Hillary Clinton for President on 11/8/07, $1,000 to Obama for America on 4/30/07, $1,000 to Obama for America on 6/16/08 ($2,000 was refunded by Obama for America on 7/31/081, $1,000 to Bill Richardson for President on 2/8/07,

Exhibit F, page 3 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05760586 Date: 06/30/2015 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05760586 Date: 06/30/2015

$1,000 to Bill Richardson for President on 4/30/07, $300 to Bill Richardson for President on 9/26/07.

Lobbyist: In 2008 he registered as a lobbyist. It is unclear which government agency he lobbied, but his client was the US-Libya Business Association. He lobbied on issues related to the Foreign Sovereign Immunities Act.

Exhibit F, page 4 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05760586 Date: 06/30/2015 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05762269 Date: 07/31/2015

RELEASE IN PART B5,B6

From: cheryl.mills _ Sent: Sunday, May 17, 2009 1:31 PM To: Subject: Fw: Early Draft: International Energy Coordinator

Fyi

Sent via BlackBerry by AT&T

From: "Burns, William J" Date: Sun, 17 May 2009 12:42:15 -0400 To: Cheryl Mills Subject: RE: Early Draft: International Energy Coordinator Cheryl,

David Goldwyn is a very collegial personality, and could make this work either way.

Bill

From: Cheryl Mills [mailto: Sent: Sunday, May 17, 2009 9:50 AM To: Sullivan, Jacob J; Steinberg, James B; Burns, William J Cc: Toiv, Nora F; Mills, Cheryl D; Cheryl Mills1 Subject: Early Draft: International Energy Coordinator

Jake/Jim/Bill:

Attached and below is a draft of the international energy coordinator position. I have been speaking with David Goldwyn regarding this position, which the Secretary has offered and he has accepted. We now are in the devil in the details position description both to encompass the scope and authority of the role to accomplish key objectives in international energy security but also to fulfill the mission outlined by the legislation that the Secretary embraced in QFRs from Senator Lugar (who created this position and has been unhappy about it's double-hatting in the past rather than a dedicated staffing).

Please review and advise of any suggested edits or revisions. My goal is to seek to get this to David in the early afternoon. This is, as you will see, a bit of a high wire act as:

Exhibit F, page 5 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05762269 Date: 07/31/2015 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05762269 Date: 07/31/2015

I am confident I did not capture all those goals — welcome your wisdom and guidance at your earliest convenience — in text edits in caps most appreciated (preferred over general comments). We are pushing so that by the Secretary's hearing on Weds, we can respond yes should he inquire if this position is in process. thanks. cdm

Position Description International Energy Coordinator/Ambassador-at-Large Draft B5

Exhibit F, page 6 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05762269 Date: 07/31/2015 Exhibit G

Congressional Record, Senate No. 15682. (July 13, 1999). Executive Session, Department of Energy, GPO (“David L. Goldwyn, of the District of Columbia to be an Assistant Secretary of Energy (International Affairs).”). http://www.gpo.gov/fdsys/pkg/CRECB-1999-pt11/pdf/CRECB-1999-pt11-Pg15682.pdf 15682 CONGRESSIONAL RECORD—SENATE July 13, 1999 The Public Records office will be REMOVAL OF INJUNCTION OF SE- period of morning business until 10 open from 12:00 noon until 4:00 p.m. on CRECY—TREATY DOCUMENT NO. a.m., with Senators speaking for up to the filing date for the purpose of re- 106–4 5 minutes each with the following ex- ceiving these filings. For further infor- Mr. JEFFORDS. Mr. President, as in ceptions: Senator GRAMS of Minnesota, mation, please do not hesitate to con- executive session, I ask unanimous 15 minutes; Senator DASCHLE, or his tact the Office of Public Records on consent that the injunction of secrecy designee, for 15 minutes. (202) 224–0322. be removed from the following treaty Mr. REID. Reserving the right to object, Mr. President, I ask the minori- f transmitted to the Senate on July 13, 1999, by the President of the United ty’s morning business be set aside, 10 EXECUTIVE SESSION States: Extradition Treaty with Para- minutes for the Senator from Wis- guay (Treaty Document No. 106–4). consin, Mr. FEINGOLD, and 5 minutes I further ask that the treaty be con- for the Senator from Rhode Island, Mr. EXECUTIVE CALENDAR sidered as having been read the first REED. Mr. JEFFORDS. Mr. President, I ask time; that it be referred, with accom- The PRESIDING OFFICER. Is that in unanimous consent the Senate imme- panying papers, to the Committee on lieu of Senator DASCHLE’s time? diately proceed to executive session to Foreign Relations and ordered to be Mr. REID. That is in lieu of the time consider the following nominations en printed; and that the President’s mes- for Senator DASCHLE. The PRESIDING OFFICER. Without bloc on the Executive Calendar, Nos. sage be printed in the RECORD. 157, 158, 161, 162, and 163. The PRESIDING OFFICER. Without objection, it is so ordered. I finally ask unanimous consent that objection, it is so ordered. f the nominations be confirmed en bloc, The message of the President is as the motion to reconsider be laid upon follows: PROGRAM the table, and any statements related To the Senate of the United States: to the nominations appear in the With a view to receiving the advice Mr. JEFFORDS. For the information RECORD, the President be immediately and consent of the Senate to ratifica- of all Senators, the Senate will con- notified of the Senate’s action, and the tion, I transmit herewith the Extra- vene at 9:30 and be in a period of morn- Senate then return to legislative busi- dition Treaty between the Government ing business until 10 a.m. Following ness. of the United States of America and morning business, the Senate will im- The PRESIDING OFFICER. Without the Government of the Republic of mediately resume consideration of S. objection, it is so ordered. Paraguay, signed at Washington on No- 1344, the Patients’ Bill of Rights legis- The nominations considered and con- vember 9, 1998. lation. Debate will continue on the firmed en bloc are as follows: In addition, I transmit, for the infor- pending amendment until all time has DEPARTMENT OF ENERGY mation of the Senate, the report of the expired. Additional amendments are David L. Goldwyn, of the District of Co- Department of State with respect to expected to be offered and debated lumbia to be an Assistant Secretary of En- the Treaty. As the report states, the throughout tomorrow’s session of the ergy (International Affairs). Treaty will not require implementing Senate. Therefore, Senators should an- James B. Lewis, of New Mexico, to be Di- legislation. ticipate votes throughout the day on rector of the Office of Minority Economic Wednesday. As always, Senators will be Impact, Department of Energy. The provisions in this Treaty follow generally the form and content of ex- notified as votes are scheduled. THE JUDICIARY tradition treaties recently concluded T. John Ward, of Texas, to be United by the United States. f States District Judge for the Eastern Dis- trict of Texas. Upon entry into force, this Treaty would enhance cooperation between ADJOURNMENT UNTIL 9:30 A.M. DEPARTMENT OF THE TREASURY the law enforcement authorities of TOMORROW Stuart E. Eizenstat, of Maryland, to be both countries, and thereby make a Mr. JEFFORDS. If there is no further Deputy Secretary of the Treasury. Lewis Andrew Sachs, of Connecticut, to be significant contribution to inter- business to come before the Senate, I an Assistant Secretary of the Treasury. national law enforcement efforts. The now ask unanimous consent the Senate Treaty would supersede the Extra- stand in adjournment under the pre- f dition Treaty between the United vious order. LEGISLATIVE SESSION States of America and the Republic of There being no objection, the Senate, Paraguay signed at Asuncion on May at 8:41 p.m., adjourned until Wednes- The PRESIDING OFFICER. Under 24, 1973. day, July 14, 1999, at 9:30 a.m. the previous order, the Senate will re- I recommend that the Senate give sume legislative session. early and favorable consideration to f f the Treaty and give its advice and consent to ratification. CONFIRMATIONS TREASURY AND GENERAL GOV- WILLIAM J. CLINTON. Executive nominations confirmed by ERNMENT APPROPRIATIONS ACT, THE WHITE HOUSE, July 13, 1999. 2000 the Senate July 13, 1999: f DEPARTMENT OF ENERGY AMENDMENT NO. 1240 ORDERS FOR WEDNESDAY, JULY DAVID L. GOLDWYN, OF THE DISTRICT OF COLUMBIA TO Mr. JEFFORDS. Mr. President, I 14, 1999 BE AN ASSISTANT SECRETARY OF ENERGY (INTER- send to the desk an amendment to Cal- NATIONAL AFFAIRS). Mr. JEFFORDS. Mr. President, I ask JAMES B. LEWIS, OF NEW MEXICO, TO BE DIRECTOR OF endar No. 169, previously passed by the THE OFFICE OF MINORITY ECONOMIC IMPACT, DEPART- Senate. I ask unanimous consent it be unanimous consent that when the Sen- MENT OF ENERGY. immediately adopted and the motion ate complete its business today it DEPARTMENT OF THE TREASURY to reconsider be laid upon the table. stand in adjournment until the hour of STUART E. EIZENSTAT, OF MARYLAND, TO BE DEPUTY The PRESIDING OFFICER. Without 9:30 a.m. on Wednesday, July 14. Fur- SECRETARY OF THE TREASURY. LEWIS ANDREW SACHS, OF CONNECTICUT, TO BE AN AS- objection, it is so ordered. ther, I ask unanimous consent that on SISTANT SECRETARY OF THE TREASURY. The amendment (No. 1240) was agreed Wednesday, immediately following the THE ABOVE NOMINATIONS WERE APPROVED SUBJECT prayer, the Journal of proceedings be TO THE NOMINEES’ COMMITMENT TO RESPOND TO RE- to, as follows: QUESTS TO APPEAR AND TESTIFY BEFORE ANY DULY Amend page 57, line 14 by reducing the dol- approved to date, the morning hour be CONSTITUTED COMMITTEE OF THE SENATE. lar figure by $17,000,000. deemed expired, the time for the two THE JUDICIARY leaders be reserved for their use later On page 11, line 16 strike ‘‘$569,225,000’’ and T. JOHN WARD, OF TEXAS, TO BE UNITED STATES DIS- insert in lieu thereof ‘‘$570,345,000’’. in the day, and the Senate stand in a TRICT JUDGE FOR THE EASTERN DISTRICT OF TEXAS.

VerDate Aug 04 2004 10:19 Oct 04, 2004 Jkt 069102 PO 00000 Frm 00118Exhibit Fmt 0686 G, Sfmt page 9801 E:\BR99\S13JY9.004 2 S13JY9

Exhibit H

David L. Goldwyn email to Hillary Clinton staff. (August 26, 2009). Hillary Clinton FOIA email released by U.S. Department of State, Aug. 31, 2015. U.S. Department of State, Case No. F-2014-20439, Doc. No. C05764560, Date: 07/31/2015, ¶4 (Self- identifies title as “David L. Goldwyn, Coordinator for International Energy Affairs, S/CIEA, Room 4880, U.S. Department of State, 2201 C St., NW, Washington, DC 20520, Phone: (202) 647-8543, Fax: (202) 647-7453”). https://foia.state.gov/Search/Results.aspx?collection=Clinton_Email Subject: “PAKISTAN” Document Date: 8/26/2009 Doc. No. C05764560 Posted Date: 7/31/2015 Case Number: F-2014-20439

UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05764560 Date: 07/31/2015

RELEASE IN FULL

From: Mills, Cheryl D Sent: Wednesday, August 26, 2009 8:41 PM To: Subject: Fw: Pakistan

Fyi

From: Goldwyn, David L To: Mills, Cheryl D Sent: Wed Aug 26 18:06:11 2009 Subject: Pakistan

Cheryl:

Had a good meeting with Holbrooke and team today. He was very nice and wanted me to let the Secretary know he was cooperating well with me. (thanks for that!) We are focused on the S trip and equally focused on a credible plan that can be explained on the Hill and will be sustainable. I am on board to lead an energy policy dialogue in Pakistan on 10-20/21 but we will have a package ready for S much sooner of course.

Best,

David

David L. Goldwyn Coordinator for International Energy Affairs S/CIEA Room 4880, U.S. Department of State 2201 C St., NW Washington, DC 20520 Phone: (202) 647-8543 Fax: (202) 647-7453

Exhibit H, page 2 UNCLASSIFIED U.S. Department of State Case No. F-2014-20439 Doc No. C05764560 Date: 07/31/2015

Exhibit I

David L. Goldwyn online biographies: The Brookings Institution, Goldwyn Global Strategies and personal LinkedIn profile. Accessed September 2, 2015. http://www.brookings.edu/experts/goldwynd?view=bio http://goldwynstrategies.com/Content/David.aspx https://www.linkedin.com/pub/david-goldwyn/38/274/622

David L. Goldwyn | Brookings Institution http://www.brookings.edu/experts/goldwynd?view=bio

Nonresident Senior Fellow, Foreign Policy, Energy Security and Climate Initiative

Full Biography David L. Goldwyn is president of Goldwyn Global Strategies, LLC, an international energy advisory consultancy, and a nonresident senior fellow in the Energy Security and Climate Initiative at the Brookings.

He served as the U.S. State Department’s special envoy and coordinator for international energy affairs from 2009 to 2011, reporting directly to Secretary of State Hillary Clinton. In this position, Goldwyn conceived and developed the Global Shale Gas Initiative and the Energy Governance and Capacity Initiative; led ministerial-level energy dialogues with Angola, Canada, China, India, Iraq, Mexico, Nigeria, and Brazil; and co-chaired a regional biofuels initiative with Brazil.

Goldwyn served the U.S. government as assistant secretary of energy for international affairs from 1999 to 2001; counselor to the secretary of energy from 1998 to 1999; national security deputy to U.S. Ambassador to the United Nations Bill Richardson from 1997 to 1998; chief of staff to the undersecretary of state for political affairs from 1993 to 1997; and an attorney-adviser in the Office of the Legal Adviser at the State Department from 1991 to 1992.

Goldwyn has authored a series of works on energy issues, including “Energy and Security: Toward a New Foreign Policy Strategy” (Johns Hopkins University Press/Wilson Center Press, 2005). From 2008 to 2009, he also served as chairman of the Global Energy and Environment Initiative at Johns Hopkins University School of Advanced International Studies, and as a senior associate in the Energy Program at the Center for Strategic and International Studies (CSIS) from 2001 to 2009. Goldwyn was a member of the Council on Foreign Relations 2007 Independent Task Force on National Security Consequences of U.S. Oil Dependency and the Council of Foreign Relations Center for Preventive Action task forces on Angola, Nigeria, Bolivia and Venezuela, and Russia.

Goldwyn has taught graduate seminars at Columbia and Georgetown Universities and been a frequent commentator on NPR, CNN, the BBC, and in energy trade newspapers. He is a member of the Council on Foreign Relations, the District of Columbia Bar, and the New York State Bar Association. Goldwyn holds a bachelor’s in government from Georgetown University, an master’s in public affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University, and a Juris Doctor from New York University School of Law.

Exhibit I, page 2 1 of 2 09/02/2015 6:20 AM David L. Goldwyn | Brookings Institution http://www.brookings.edu/experts/goldwynd?view=bio

Contact

Email David Goldwyn 202.797.6103 — Media Inquiries

Exhibit I, page 3 2 of 2 09/02/2015 6:20 AM Goldwyn Global Strategies - David L. Goldwyn http://goldwynstrategies.com/Content/David.aspx

About Us Services What We Do Areas of Practice Publications & Events New at GGS Contact Us

David L. Goldwyn

David Goldwyn is president of Goldwyn Global Strategies, LLC (GGS), an international energy advisory consultancy. A thought leader in energy security and extractive industry transparency, he is Chairman of the Atlantic Council Energy Advisory Board, a Nonresident Senior Fellow at the Brookings Institution and at the Atlantic Council, and is also a Senior Associate with the Africa Program at the Center for Strategic and International Studies. Mr. Goldwyn is a member of the U.S. National Petroleum Council, and an alternate member of the US Extractive Industries Transparency Initiative.

Mr. Goldwyn served as US State Department’s special envoy and coordinator for international energy affairs from 2009 to 2011, reporting directly to Secretary of State Hillary Clinton, where he conceived and developed the Global Shale Gas Initiative and the Energy Governance and Capacity Initiative, led ministerial level energy dialogues with the developing world, and co-chaired a regional biofuels initiative with Brazil. He had previously served as assistant secretary of energy for international affairs (1999-2001); counselor to the secretary of energy (1998-99); national security deputy to US Ambassador to the United Nations Bill Richardson (1997-98); chief of staff to the under secretary of state for political affairs (1993-97); and an attorney-adviser in the Office of the Legal Adviser at the State Department (1991-92).

Mr. Goldwyn has been published extensively on topics related to energy security and transparency. Mr. Goldwyn is the author of Drilling Down: The Civil Society Guide to Extractive Industry Revenues and the EITI (Revenue Watch Institute 2008). He has authored and co-authored numerous reports on regional energy issues, including: “Africa’s New Energy Producers: Making the Most of Emerging Opportunities” (CSIS, January 2015), "Mexico’s Energy Reform: Ready to Launch” (Atlantic Council, August 2014), “Uncertain Energy: The Caribbean’s Gamble with Venezuela” (Atlantic Council, July 2014), and “Mexico Rising: Comprehensive Energy Reform at Last?” (Atlantic Council December 2013). He is the co-editor of Energy & Security: Strategies for a World in Transition (Wilson Center Press/Johns Hopkins University Press 2013).

Goldwyn Global Strategies | 700 6th Street NW Suite 700, Washington, DC 20001 Phone: 202-696-1420 | Fax: 202-637-3593 | E-Mail: [email protected]

Exhibit I, page 4 1 of 1 09/02/2015 6:24 AM David Goldwyn | LinkedIn https://www.linkedin.com/pub/david-goldwyn/38/274/622

Exhibit I, page 5 1 of 5 09/02/2015 6:31 AM David Goldwyn | LinkedIn https://www.linkedin.com/pub/david-goldwyn/38/274/622

Exhibit I, page 6 2 of 5 09/02/2015 6:31 AM David Goldwyn | LinkedIn https://www.linkedin.com/pub/david-goldwyn/38/274/622

What is LinkedIn? Join Today Sign In

Exhibit I, page 7 3 of 5 09/02/2015 6:31 AM David Goldwyn | LinkedIn https://www.linkedin.com/pub/david-goldwyn/38/274/622

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LinkedIn member directory: abcdefghijklmnopqrstuvwxyzmore Browse members by country

Annual Report. (2014). National Academy of Engineering (NAE) [Official publication]. Accessed September 2, 2015. Annual Report. (2014). National Academy of Engineering (NAE) [Official publication]. https://www.nae.edu/File.aspx?id=141632 2014 Annual Report

NATIONAL ACADEMY OF ENGINEERING

ENGINEERING THE FUTURE

Exhibit J, page 2

1 Letter from the President 3 In Service to the Nation 3 Mission Statement 4 NAE 50th Anniversary Initiatives 5 Program Reports 5 Engineering Education Frontiers of Engineering Education (FOEE) 2- and 4-Year Engineering and Engineering Technology Transfer Student Pilot Barriers and Opportunities in Completing Two- and Four-Year STEM Degrees Engagement of Professional Engineering Societies in Undergraduate Engineering Education Understanding the Engineering Education–Workforce Continuum Engineering Technology Education 8 Technological Literacy LinkEngineering Website 8 Public Understanding of Engineering Media Relations Public Relations Grand Challenges for Engineering 10 Center for Engineering, Ethics, and Society (CEES) Online Ethics Center Expansion Ethics and Sustainability in Engineering Educational Partnership on Climate Change, Engineered Systems, and Society 11 Diversity of the Engineering Workforce EngineerGirl Website 11 Frontiers of Engineering Armstrong Endowment for Young Engineers—Gilbreth Lectures 14 Manufacturing, Design, and Innovation NAE Conference on Value Creation and Opportunity in the United States Making Value for America: Embracing the Future of Manufacturing, Technology, and Work 15 Technology, Science, and Peacebuilding 16 2014 NAE Awards Recipients 18 2014 New Members and Foreign Members 20 NAE Anniversary Members 25 2014 Private Contributions 28 Catalyst Society 28 Rosette Society 29 Challenge Society 29 Charter Society 31 Other Individual Donors 34 Charles M. Vest President’s Opportunity Fund 34 Tributes 34 Loyalty Society 35 Einstein Society 37 Golden Bridge Society 38 Heritage Society 39 Foundations, Corporations, and Other Organizations 40 NAE 50th Anniversary Sponsors 42 National Academy of Engineering Fund Financial Report 42 Report of Independent Certified Public Accountants 47 Notes to Financial Statements 65 Officers 65 Councillors 66 Staff 66 NAE Publications

Exhibit J, page 3 Letter from the President

Fifty years ago, on December 5, 1964, the National Academy of Engineering (NAE) was founded by the stroke of a pen when the National Academy of Sciences (NAS) Council approved the creation of the NAE. Today, the NAE joins the NAS in leadership of the National Research Council and is recognized globally as a principal voice for engineering. This anniversary year provided us with the opportunity to showcase engineering’s compelling historical record and to set prospective near-term goals for the NAE. Contemplating both the increasing rate of change in the sciences and engineering and the critical role that engineering will play in solving the Grand Challenges for the planet, I am inspired by the important years ahead for engineering. Our future, just like our past, will be delivered in great measure by engineering. C. D. Mote, Jr. Last year I set out three strategic issues for my presidency as critically important to our profession and the nation: (1) talent in the engineering workforce; (2) visibility and public understanding of engineering; and (3) the global role of the NAE. The 50th Anniversary program at the NAE Annual Meeting in September focused on visibility and public understanding of engineering.

Our anniversary video contest, “Engineering for You,” called for a 1–2 minute video communicating how engineering solves problems for people and society. The contestant categories spanned middle school students to the general public. Contestants from around the world submitted over 600 videos. The winners were chosen by a select committee chaired by NAE member Rob Cook, prizes were awarded at the annual meeting and the winning videos can be seen at www.nae.edu/e4u/. We are extending the video competition for another year with the theme “Engineering for the Grand Challenges.”

We also created an anniversary essay book, Making a World of Difference: Engineering Ideas into Reality, available at www.nae.edu/119620.aspx, with the assistance of NAE members and members of the original committee that selected the Grand Challenges for Engineering in 2007. The essays document that nearly everything provided to people and society over the past half-century came at least in part through engineering. From prehistoric times to this day, engineering progress and human advancement have been coupled tightly together. The currently accelerating advances in engineering can only lead to greater contributions in the future than in the past. In the Forum at the annual meeting, a panel of seven NAE members provided their perspectives on “The History of Engineering and a Look Forward,” reflecting on the essays with their personal stories. The Forum can be watched at www.nae.edu/About/119405/2014AnnualMeeting/115550/123315.aspx.

With regard to “understanding” engineering, we regularly see other terminology seeking to dis- place engineering from public discourse, literally editing engineering right out of its contributions. Technology is not a synonym for engineering; it is a skill or an indiscriminate end product as it is used today, but it has largely replaced engineering in the public view. Innovation is a successful new implementation, not a synonym for engineering. Science is not engineering either: it discovers and engineering creates. In the public media, “the E-word” has become largely silent. As the National Academy of Engineering, we are a leader of engineering in the United States and advisor to government and others on engineering. Yet NAE efforts to improve public understanding of engineering have been only mar- ginally successful. Representing engineering correctly to the public has long been an issue of importance for both the NAE membership and officers, but renewed efforts are necessary if this is to become a successful Academy initiative.

1 Exhibit J, page 4 The NAE Grand Challenges set forth the first global vision for urgently needed engineering solutions “to ensure [humanity’s place in] the future itself.” They are arguably the greatest challenges to engineering in history. And they are global attractors—people are drawn to them. The Grand Challenge Scholars Program prepares students for careers working on problems like the challenges by supple- menting the engineering curriculum with research experiences, interdisciplinarity, entrepreneurship, global reach, and social responsibility. An engineering deans’ workshop held at the NAE in spring 2014 expanded the number of engineering colleges signing on to the scholars program to about 70. The University of Texas at Austin has approved a Grand Challenges Scholars certificate program that is open to all university students; the Indian National Academy of Engineering requested a joint two- day symposium in Washington on the Grand Challenge Scholars Program; Maersk and Texas A&M sponsored a 3-day meeting in Oman in December on “Leadership of the NAE Grand Challenges”; and the Grand Challenges were discussed at the December Global Engineering Deans Council conference in Dubai.

The Frontiers of Engineering program (FOE) has five bilateral programs—with Germany, Japan, China, India, and the European Union—and other academies are expressing interest. In 2014, the NAE participated in a Frontiers of Engineering and Science program in Brazil; an Arab-American Frontiers of Engineering, Science, and Medicine program in Oman; and a Pan-Africa-America Frontiers of Engineering and Science program is under discussion. The increasing interest in bilateral programs parallels the increasing demand for engineering talent in developed and developing societies alike. The bilateral programs sit in today’s global mainstream—engaging young and talented engineers in partnerships to accelerate innovation—and, like the Grand Challenges, they are central to our goals of promoting understanding of engineering and ensuring top talent in the workforce and global leadership.

As we shape our NAE program heading into 2015, I invite the membership to engage in identifying program directions, engineering needs, potential initiatives, and sponsors for those where we can have the greatest impact.

The independent programs of the NAE depend greatly on private philanthropy and the flexibility it provides. We are grateful to Peter O’Donnell, Jr., who gave $500,000 to the Charles M. Vest President’s Opportunity Fund, and to Ursula Burns for her highly successful matching gift challenge to the classes of 2012, 2013, and 2014 to encourage donations to the NAE for discretionary purposes. We are pleased to recognize in this report all the members and friends whose generous gifts are helping the NAE continue its contributions to the well-being of the nation. I greatly appreciate your generous support.

In the following pages you will find additional information about the work undertaken by the NAE in 2014. Our projects pursue our mission to advance the well-being of the nation. Thank you for your support.

C. D. Mote, Jr. President

2 Exhibit J, page 5 NAE In Service to the Nation

Every day our nation faces questions related to engineering and technology. What does the nation need to do to prosper in the global economy? What is the role of basic research and development in ensuring future economic development? How do we assess the importance of manufacturing in the United States to national prosperity? How can we ensure that students are aware of the nature of engineering and its importance to the nation, so they can make informed decisions about pursuing an engineering education? How do we ensure that undergraduate engineering education meets the needs of those students? How do we increase the diversity of the engineering workforce? As technology becomes an ever more critical discriminator for our success in the global marketplace for ideas, goods and services, addressing these questions becomes increasingly important.

Since 1964 the National Academy of Engineering (NAE) has provided independent, objective advice to the nation on engineering-related topics and policies. The NAE operates under the same congressional act of incorporation that established the National Academy of Sciences, signed in 1863 by President Abraham Lincoln, to respond, “whenever called upon by any department or agency of the government, to investigate, examine, experiment, and report upon any subject of science or art.”

The NAE has more than 2,414 peer-elected members and foreign members, approximately 54 percent from academia, 38 percent from industry, and 8 percent from nonprofit institutions and government. NAE members are leaders in bioengineering, computer science, electronics, aerospace, earth resources, civil engineering, mechanical engineering, chemical engineering, industrial engineering, materials engineering, and interdisciplinary engineering. They serve as members of research and study committees, plan and conduct symposia and workshops, and assist in the work of the Academy in many other ways. Activities include collaborative projects at home and abroad to examine technological problems, advising Congress and government agencies on engineering-related matters of national importance, and recognizing and honoring outstanding engineers for their contributions to the well-being of both the nation and the world.

The NAE not only responds to requests from the federal government but also engages in activities sponsored by foundations, industry, and state and local governments and funds projects through endowment funds supported by private contributions. Thus, the NAE is a unique organization that brings together distinguished engineers for the purpose of improving the lives of people everywhere.

The NAE is a member of the National Academies, which includes the National Academy of Sciences (NAS), the Institute of Medicine (IOM), and the National Research Council (NRC). Mission Statement

The mission of the National Academy of Engineering is to advance the well-being of the nation by promoting a vibrant engineering profession and by marshalling the expertise and insights of eminent engineers to provide independent advice to the federal government on matters involving engineering and technology.

3 Exhibit J, page 6 2014 NAE 50th Anniversary Initiatives

Video Contest The Engineering for You (E4U) Video Contest (www.e4uvideocontest.org) was organized to com- memorate the 50th anniversary of the National Academy of Engineering and to increase public understanding and awareness of engineering’s contributions to the welfare of humanity and the needs of society. Contestants in six categories—K–8, grades 9–12, tertiary education, NAE FOE and FOEE symposium participants/alumni, NAE members, and the general public—were invited to create a 1- to 2-minute video demonstrating or predicting engineering contributions between 1964 and 2064. More than 600 contestants from around the world submitted videos, which were judged by an independent panel, led by NAE member Rob Cook, based on the following criteria: (1) creativity in content selection and presentation; (2) anticipated breadth of public appeal and interest; and (3) effectiveness in highlighting engineering contributions to human welfare and the needs of society. In addition, a People’s Choice Award was determined by online public voting on the NAE YouTube channel. A grand prize of $25,000 and category prizes of $5,000 were awarded at the NAE Annual Meeting in September 2014.

Essay Book, Making a World of Difference: Engineering Ideas into Reality In 1964 the NAE was founded by the stroke of a pen when the National Academy of Sciences Council approved the NAE articles of organization. During the 50 years since, engineering has transformed our lives literally every day, and it will continue to do so going forward, utilizing new capabilities, creating new applications, and providing ever expanding services. The essays in this specially commissioned booklet discuss the seamless integration of engineering into both our society and our daily lives, and present a vision of what engineering may deliver in the next half century. Twenty-five NAE members contributed to the essays.

4 Exhibit J, page 7 NAE 2014 NAE Annual Meeting Forum: The Past Half Century of Engineering—and a Look Forward For the NAE’s 50th anniversary, the Annual Meeting Forum on September 29 featured NAE members, representing seven major areas of engineering, in a survey of achievements of the past 50 years and a look toward potential achievements of the next 50. The session was moderated by Ali Velshi, program host on Al Jazeera America and former CNN news anchor.

Wanda M. Austin, president and CEO of the Aerospace Corporation and a member of the NAE Council, reviewed space launch successes and failures of the past 50 years that show the role of adversity as an essential teacher in high- risk engineering endeavors such as space exploration. Turning to terra firma, Corale L. Brierley, a founder of Brierley Consultancy and vice president of the National Academy of Engineering, described advances in the understanding, development, and use of Earth resources, and predicted improvements to enhance safety and sustainability in this arena. Leonard Kleinrock, professor of computer science at the University of California, Los Angeles, and winner of the Draper Prize for his role in the development of ARPANET, colorfully recounted the first Internet communication program reports and, looking ahead, acknowledged its “dark side” and complexity while envisioning the Internet as a “pervasive global nervous system” with “invisible” human-computer interfaces. Taking a really long view, Robert W. Lucky, retired vice president of research at Telcordia Technologies, Inc., and previously vice president at Bellcore, looked back to the world into which his mother was born in 1902 to consider inventions both foreseeable and unanticipated; looking to the future, he forecast the emergence of machine intelligence and rising prominence of wireless technologies. Arunava Majumdar, Jay Precourt Professor at Stanford University, founding director of the DOE Advanced Research Projects Agency–Energy, and NAE Council member, looked at the challenges of energy development and storage; technologies such as lithium ion batteries and advances in solar, wind, and nuclear energy will need both further research and sociopolitical support. In medicine, advances in imaging have “rocked the neuroscience community,” said Roderic I. Pettigrew, director of the National Institute of Biomedical Imaging and Bioengineering and acting chief officer for scientific workforce diversity for the National Institutes of Health. Areas ripe for development are regenerative medicine, biodegradable materials, and portable and nano devices, among others. On materials as enabling technologies Robert E. Schafrik, retired general manager of the Materials and Process Engineering Department of General Electric Aviation, surveyed progress in materials as used in aviation, and envisioned coordinated efforts among industry, academia, and government to ensure continuing advances.

A lively discussion followed among the panelists and between the panelists and the audience, all moderated skillfully by Mr. Velshi.

Program Reports Engineering Education

Frontiers of Engineering Education (FOEE) In October, 76 of the nation’s most innovative engineering educators took part in the sixth annual Frontiers of Engineering Education (FOEE) symposium. For 2½ days these mostly early-career

5 Exhibit J, page 8 2014 faculty members, who are developing and implementing innovative educational approaches in a variety of engineering disciplines, shared ideas and learned from research on best practices in education. They left with a charter to further collaborate with their FOEE col- leagues and to bring about improvements at their home institutions. The attendees were program reports selected from a pool of highly qualified applicants nominated by NAE members and engineering deans.

The FOEE community website (www.naefoee.org) serves as a platform for networking and collaboration, hosts a collection of resources, and gives participants the opportunity to build on relationships formed at the annual symposia. Information is available for past and forthcoming symposia and FOEE attendees can access resources before the symposium. In addition, the site provides a streamlined system for NAE members and engineering deans to nominate faculty members and for nominees to submit their applications.

FOEE is currently sponsored by John McDonnell and the JSM Charitable Trust. The inaugural FOEE symposia held in November 2009 and those in December 2010 and October 2011 were sponsored by the O’Donnell Foundation.

2- and 4-Year Engineering and Engineering Technology Transfer Student Pilot Community colleges are essential for many students seeking accessible, moderate-cost undergraduate degrees in engineering and engineering technology. In 2011 the American Society for Engineering Education (ASEE) and NAE conducted a pilot survey to characterize the number and demographics of community college students enrolled in 2-year engineering and engineering technology programs as well as those who transferred to a 4-year program. In June 2014 a workshop on Effective Practices in Supporting Transfer Students built on NAE-ASEE data showing that the graduation rates of 2-year transfer students are comparable to those of students who began their engineering studies at 4-year schools. The workshop focused on successful transfer student policies and looked at (1) the importance of orientation sessions and use of cohorts of transfer students to facilitate transfer students’ assimilation at 4-year schools; (2) effective mentoring and advising programs for transfer students; and (3) the role of summer bridge programs that facilitate transfer students’ knowledge, comfort, and understanding of expectations to be successful in the 4-year engineering and engineering technology programs they undertake.

Barriers and Opportunities in Completing Two- and Four-Year STEM Degrees A joint NAE-NRC ad hoc committee is conducting a study of Barriers and Opportunities in Completing Two- and Four-Year STEM (science, technology, engineering, and/or mathematics) Degrees. The committee held a public workshop in January 2014 to solicit stakeholder input and

6 Exhibit J, page 9 NAE is preparing a consensus report for release in 2015. The report will present conclusions based on evidence and research-based guidance to inform policies and programs that aim to attract and retain students to complete associate’s and bachelor’s degrees in STEM disciplines.

Engagement of Professional Engineering Societies in Undergraduate Engineering Education This project, begun in 2014 and supported by NSF, examines the engagement of professional engineering societies in undergraduate engineering education to ensure capacity in their fields. Among many roles, these societies may provide continuing education opportunities to their members, set and maintain professional standards, help clarify the knowledge and skill base needed by those practicing in the field, and serve as a bridge between employers and schools of engineering. In November 2014 an initial outreach effort engaged more than 80 professional societies in sharing their education programs. The primary focus of the project will be on undergraduate education, but continuing education is also part of the education-workforce continuum. A workshop in late 2015 will provide a forum to share effective practices among professional societies.

Understanding the Engineering Education–Workforce Continuum At the end of 2013 the NAE initiated a 20-month consensus study with NSF funding to generate program reports an expansive, nuanced, and useful perspective on the engineering education–workforce continuum. Overseen and executed by a multidisciplinary committee of experts chaired by NAE member Jean-Lou Chameau, president of King Abdullah University for Science and Technology (KAUST) in Saudi Arabia, the study committee is analyzing information from various sources to provide a more comprehensive view of the education and career paths of formally trained engineers (e.g., BS engineering degree), whether working in an engineering occupation or not, as well as those with nonengineering degrees who are employed as engineers in the United States.

The committee is using national datasets, surveys, and other sources about the characteristics of these individuals, including age, gender, educational background, occupational sector, job category (e.g., engineer, manager), compensation, and job-related competencies. The committee is also reviewing data and research that shed light on the factors that influence the career decisions of these overlapping populations, such as personal values and beliefs, motivation, self-efficacy, educational experience, economic incentives, job satisfaction, and job mobility. Based on its analysis, the committee will consider the implications of the educational and career paths of working engineers and engineering graduates for undergraduate engineering education, postsecondary engineering programs, continuing engineering education initiatives, employers of engineering talent (e.g., related to on-the-job training), and US national interests.

On November 19–20, 2014, the committee convened a major fact-finding workshop on Pathways for Engineering Talent in Washington, DC, at which the preliminary results of commissioned data analyses were presented and discussed; experts from industry, academia, and government provided information and perspectives; and attendees reviewed the implications for key stakeholder communities. The workshop was webcast and its videos and presentations are available at www. youtube.com/playlist?list=PLJ8uEbBRJZKdBpDODb57v1SZW2-VS9Xvu. The study will culminate in summer 2015 with the publication and dissemination of a consensus report with findings and recommendations for key stakeholders.

Engineering Technology Education The NAE Committee on Engineering Technology Education completed the bulk of its data collection efforts in 2014 with the fielding of two national surveys—one for engineering technology educators and the other for employers of people with engineering technology degrees. The

7 Exhibit J, page 10 2014 committee also held a public workshop in Washington, where it presented preliminary results from the surveys as well as a summary of relevant federal educational and employment statistics. The NSF-funded project is examining both two- and four-year degree pathways in this important but often overlooked segment of the technical workforce. The 12-person study committee is co- chaired by NAE members Katharine Frase (IBM) and Ron Latanision (Exponent, Inc.). The project will publish a final report with findings and recommendations in late 2015.

Technological Literacy

LinkEngineering Website Considerable front-end research was conducted in 2014 to inform the development of LinkEngineering, a website intended to support the incorporation of engineering in PreK–12 education. The NAE held three information-gathering regional meetings (Washington, DC, in June; St. Paul, MN, in August; and Pasadena, CA, in November) with PreK–12 teachers, teacher educators, and school administrators; conducted two focus groups; and fielded a large online survey to bet- program reports ter understand the needs of precollege educators who are teaching or want to teach engineering. A 20-member NAE committee is overseeing the project, and five national organizations have been enlisted as partners: Achieve, Inc., National Science Teachers Association, American Association for Engineering Education, International Technology and Engineering Educators Association, and Council of State Science Supervisors. The project is motivated in part by the recent publication of the Next Generation Science Standards, which include concepts and practices related to engineering as well as science. The three-year project, which began in late 2013, is funded by Chevron Corp. and is using an iterative design process to select and share resources and develop a community of practice. A public version of the website will be launched in fall 2015.

Public Understanding of Engineering

Media Relations The NAE media relations office fielded numerous inquiries from jour- nalists around the world in 2014 and actively pitched NAE-related stories and other engineering-related topics. Coverage included a WTOP Radio report on the 2014 Draper Prize winners, an in-depth PE Magazine article about the NAE report Messaging for Engineering: From Research to Action, and news pieces about the EngineerGirl Essay Contest winners in many local papers.

NAE Senior Media Relations Officer Randy Atkins continued to report weekly “Engineering Innovation” pieces on the all-news- format radio station WTOP-FM (the most popular radio station in the Washington area) and Federal News Radio. The reports can also be heard on NSF’s Science360 Internet radio site. The NAE features these reports on its own website (www.nae.edu/radio), and podcasts of the radio stories are available to millions of subscribers via iTunes.

8 Exhibit J, page 11 NAE Public Relations The NAE participated in the third USA Science and Engineering Festival on April 25–27 at the Washington, DC Convention Center. The National Academies hosted “Decisiontown: Where Your Choices Matter,” which was designed to showcase the ways in which citizens can use their knowledge of science, engineering, and health to make informed decisions for themselves and their communities. The NAE portion of Decisiontown was the “Town Arcade,” which highlighted three of the NAE Grand Challenges for Engineering: “Enhance Virtual Reality,” “Engineer the Tools of Scientific Discovery,” and “Reverse-Engineer the Brain.” Arcade visitors used Microsoft’s WorldWide Telescope virtual reality software to tour outer space and neurons in the brain on a jumbo touch-screen and through motion sensor technology. The arcade also featured a gaming table where exhibit goers played MIT’s “game to map the brain,” called EyeWire, a crowd-sourcing tool that allows people from all over the world to participate in real brain research.

The NAE has continued to use social media as a way to increase both public awareness of engi- program reports neering and its role in our society and recognition of the NAE. Throughout the year, the NAE sent tweets to media, corporate partners, and universities to help spread the word about NAE activities.

The NAE “Spotlight on Engineering” e-newsletter was redesigned to include the addition of greater video and photo capabilities. The newsletter provides information on engineering and policy activities of the National Academies, engineering news from around the world, special events, and other items of interest to more than 4,000 subscribers.

Grand Challenges for Engineering The NAE’s Grand Challenges for Engineering—14 game-changing goals proposed by an international committee of leading thinkers and doers—have continued to have significant impact and to build momentum since their unveiling in 2008.

The NAE Grand Challenge Scholars Program (GCSP), which combines curricular and extracurricular components to prepare students to take on the goals, continues to take root at colleges and universities across the country. In April an NAE workshop, Educating Engineers to Meet the Grand Challenges, brought together leaders from academia, associations, start-up communities, learning-through-service organizations, and industry to identify best practices for preparing students to address the Grand Challenges. The result was a consortium of engineering schools committed to shared practices for providing their students/members with an engineering education that includes elements such as learning through service, global perspectives, practical applications, entrepreneurship, and aspects of policy and human behavior. As a result of the workshop, 122 engineering deans signed a letter of commitment to develop programs that specifically prepare students to meet the Grand Challenges.

In December, the NAE hosted a joint meeting with the Indian National Academy of Engineering that convened experts from both countries to share engineering education best practices and discuss ways the NAE Grand Challenge Scholars Program might be implemented in India.

More information about the Grand Challenges for Engineering is available at www.engineering challenges.org.

9 Exhibit J, page 12 2014 Center for Engineering, Ethics, and Society (CEES)

Online Ethics Center Expansion In February 2014 the Online Ethics Center (OEC) website (www.onlineethics.org) began upgrading and expanding to become the go-to online source of critical resources and support for ethics education in both engineering and science. With funding from the NSF, this 5-year project will develop a sustainable long-term resource for education in ethics, social responsibility, and justice for a broadened group of OEC users. The goals are to improve current materials in the resource collection, expand to include materials in the natural, physical, and social sciences, and redesign and strengthen the technical and communal aspects of the site that support both the resource collection and the community of users and authors. Overseen by a joint NAE and NAS advisory group, and supported by content editorial boards and an outreach and engagement group, the project addresses the need for current, dynamic resources to help engineers and scientists examine ethical questions related to their work and to teach students about ethics in engineering and science. The activities of the first year focused on establishing the content editorial boards, enhancing the infrastructure of the website, and preparing for the site’s expansion and updates, which are sched-

program reports uled to begin in 2015.

Ethics and Sustainability in Engineering Work continued in 2014 with two partners on issues concerning sustainability and engineering ethics. The first project, with the University of North Carolina at Charlotte, is developing a network of researchers and practitioners who will examine what it means to engineer in a socially sustainable manner. Project activities in 2014 included participation in the second annual Integrated Network for Social Sustainability (INSS) conference (in Charlotte), which featured sessions on manufacturing and sustainability as well as case studies of social sustainability in practice (e.g., in the work of Habitat for Humanity, in campus sustainability planning at Oregon State University–Cascades, and in agricultural nonprofit projects in Mexico). CEES continued its work with the network groups on developing a research agenda and on educational resources.

The second project, with the University of Minnesota, Twin Cities, is developing an interdisciplinary and international graduate curriculum on sustainable cities, integrating technical education with lessons in ethical and social dimensions of sustainability. India and China hosted project activities in summer 2013 and 2014, respectively. For more information about this project, see the article “International, Interdisciplinary Education on Sustainable Infrastructure and Sustainable Cities: Key Concepts and Skills,” published in the fall 2014 issue of the Bridge, describing the curriculum and the experience in India during the first year.

Educational Partnership on Climate Change, Engineered Systems, and Society In August CEES published a summary of three workshops on the interactions of climate change with engineered systems in society and the educational efforts needed to address them. The workshops were organized as part of the NSF-funded Climate Change Educational Partnership on Climate Change, Engineered Systems, and Society. The report is available through the NAE website (www.nae.edu/119249.aspx).

10 Exhibit J, page 13 NAE Diversity of the Engineering Workforce

EngineerGirl Website The EngineerGirl website (www.EngineerGirl.org) was launched by the NAE in 2001 to bring widespread attention to exciting career opportunities in engineering, particularly for girls and women. In 2012 the NAE completed a redesign of the site, sponsored by Lockheed Martin, to better connect it with a modern young audience. Since then there has been a steady increase in traf- fic on the site; the number of visitors in 2014—44,500 per month—increased by 60 percent from the previous year.

In addition to providing students with the tools, knowledge, and inspira- tion to consider engineering careers, EngineerGirl hosts an annual national essay con-

test to encourage students program reports to explore how engineers impact the world. The 2014 contest was on “50 Years of Engineering in Society” and asked boys and girls in grades 3–12 to describe how engineering has addressed a societal need in the past 50 years and to suggest ways that engineering could address the need in the next 50 years. More than 800 essays were submitted, and nine winners (1st, 2nd, and 3rd place in grades 3–5, 6–8, and 9–12) received monetary prizes and certificates. The winning essays are available online at www.EngineerGirl.org/GetThere/Contest/Winners/2014Winners.aspx.

The increase in visits and engagement on the website suggests that girls around the world are learning valuable information that will help them chart their own careers, and feedback from a survey of participants in the 2014 essay competition confirmed that EngineerGirl is making a difference. From 570 student responses, 57 percent of girls (and 42 percent of boys) said the site and contest changed their views about engineering, and 53 percent of students indicated that the site caused them to consider becoming an engineer, thus underscoring the importance of compelling online information about engineering careers. In addition, 23 percent of girls (and 15 percent of boys) said that their first exposure to engineering came from reading and online materials, and 8 percent of girls (3 percent of boys) said they first learned about engineering specifically from EngineerGirl.

Frontiers of Engineering

The Frontiers of Engineering (FOE) symposium series brings together emerging engineering leaders from industry, academia, and government laboratories to discuss pioneering technical work and leading-edge research in various engineering fields and industrial sectors. The goals of the

11 Exhibit J, page 14 2014 symposia are to (1) introduce outstanding young engineers (ages 30–45) to each other and promote the establishment of contacts among the next generation of engineering leaders, and (2) facilitate collaboration and the transfer of techniques and approaches across engineering fields in order to sustain and build US innovative capacity.

The annual US Frontiers of Engineering (US FOE) Symposium brings together approximately 100 engineers from across the country. There are also five bilateral programs: (1) German- American Frontiers of Engineering (GAFOE), in partnership with the Alexander von Humboldt Foundation; (2) Japan-America Frontiers of Engineering (JAFOE), in partnership with the Engineering Academy of Japan; (3) Indo-American Frontiers of Engineering (IAFOE), in partnership with the Indo-US Science and Technology Forum; (4) China-America Frontiers of Engineering (CAFOE), in partnership with the Chinese Academy of Engineering; and (5) EU-US Frontiers of Engineering (EU-US FOE), in partnership with the European Council of Applied Sciences, Technologies, and Engineering. program reports In addition, in 2014 the NAE and National Academy of Sciences, working with the Brazilian Academy of Sciences, held a joint Frontiers of Science and Engineering symposium in Brazil. Each bilateral symposium is attended by approximately 30 engineers from the partner country and 30 from the United States.

Five symposia were held in 2014. The Brazil-US Frontiers of Science and Engineering symposium took place in March in Rio de Janeiro. The topics were bioengineering and public health, preci- sion nanotechnology, biofuels, and sustainable and resilient cities. In May the IAFOE symposium was hosted by Infosys in Mysore, and the topics were green approaches to communications, water resources management in the face of climate change, engineering in the context of big data, and biomaterials. In June, the JAFOE symposium was held in Tokyo, where the topics were bioimaging, power unplugged: energy harvesting and power transmission, noise control engineering in health care environments, and field robotics for disaster response. The US FOE meeting

12 Exhibit J, page 15 NAE took place in September at the Beckman Center in Irvine, California, and featured presentations on co-robotics, advanced materials for batteries, technologies for the heart, and shale gas and oil. In November, the EU-US FOE symposium was hosted by Boeing in Seattle, with sessions on smart homes, energy storage across scales, designer/engineered aerospace materials, and protein design for therapeutic and biotech applications.

FOE encourages continuing interaction among symposium participants through various outreach activities. Yearly proceedings, such as Frontiers of Engineering: Reports on Leading-Edge Engineering from the 2013 Symposium (published in February 2014), are mailed to past US FOE participants. The FOE website (www.naefrontiers.org) includes a searchable database and directory of all FOE alumni, an FOE Community section where alumni can share news, an FOE Alumni Spotlight that focuses on participants’ research and technical work, and programs, papers, presentation slides, and video from the FOE symposia. An FOE alumni newsletter is published twice a year.

The Grainger Foundation Frontiers of Engineering Grants enable further pursuit of new interdisciplinary research and technical work stimulated by the conference and support participants’ continuing interactions. In 2014 these grants were awarded to two teams of individuals who attended

the 2013 US FOE meeting: Philip Feng (Case Western Reserve University) and Tse Nga (Tina) Ng program reports (Palo Alto Research Center) received a grant for integrating atomically thin semiconducting crys- tals with flexible electronics; and John Owens (University of California, Davis) and Tuhin Sahai (United Technologies Research Center) received a grant to develop an algorithm on an emerging computer processor, the graphics processing unit (GPU), which takes a more parallel approach to solving computational problems. The Alexander von Humboldt Foundation and the Indo-US Science and Technology Forum also provide support for ongoing collaborations among participants in the GAFOE and IAFOE symposia, respectively.

The following sponsors provided grants or in-kind support for the 2014 FOE symposia: The Grainger Foundation, National Science Foundation, Defense Advanced Research Projects Agency, Air Force Office of Scientific Research, DOD-ASDR&E Research Directorate–STEM Development Office, Microsoft Research, Boeing, Cummins Inc., Infosys, and individual donors.

Armstrong Endowment for Young Engineers— Gilbreth Lectures The Armstrong Endowment for Young Engineers—Gilbreth Lectures, a related but independent program, selects outstanding engineers from among FOE speakers to give presentations at the NAE annual and national meetings.

In 2014 four speakers delivered Gilbreth lectures at the National Meeting on February 6 in Irvine. Daniel Fenz (ExxonMobil Upstream Research Company) spoke on “Technologies for Offshore Structures in Extreme Environments to Resist Multiple Natural Hazards”; Donald Siegel (University of Michigan) gave a presentation on “Energy Storage for Sustainable Transportation”; Peter Meinhold (Proviv, Inc.) spoke about “Microbial Production of Advanced Biofuels”; and Lynn Russell (Scripps Institution of Oceanography) gave a talk on “Mitigating Climate Change by Engineering Air Pollution to Brighten Clouds.”

13 Exhibit J, page 16 2014 Manufacturing, Design, and Innovation

Transformational changes are occurring in US-based manufacturing, design, and innovation. US manufacturing employment is significantly affected by increasing globalization and factory auto- mation. At the same time, innovations in technologies and business models—such as additive manufacturing, advanced sensors, and “servitization”—present opportunities for new value creation. The NAE created the Manufacturing, Design, and Innovation (MDI) Initiative to understand the effects of these changes on US prosperity and employment and their implications for business practices, research, education, and public policy.

NAE Conference on Value Creation and Opportunity in the United States In January 2014 the NAE hosted an international conference at the Beckman Center in Irvine on US value creation and manufacturing. The summit brought together leaders from industry, academia, and state and local governments to explore actions to strengthen innovation in the United States and ensure that all Americans have opportunities to create value. NAE President C. D. Mote, Jr. opened the conference, emphasizing that all types of innovative workers—production

program reports workers, technicians, engineers, designers, and managers—should be recognized and celebrated. Morning speakers—Nicky Lu, Paul McKenzie, and Neela Patel—discussed comparative advantages of the United States and other countries for innovation and manufacturing. An afternoon panel—Vanessa Green, Carl Schramm, Chris Silva, and Chad Syverson—described the path of business dynamism (the rate at which companies are created, grow, and decline) and ways to encourage entrepreneurship.

The output of the conference informed the deliberations of the NAE committee on Making Value for America. Video clips of the conference are available at www.nae.edu/mdi/mva.

Making Value for America: Embracing the Future of Manufacturing, Technology, and Work This NAE study examined how recent developments in technologies and business models are influencing manufacturing and high- tech industries in the United States. Established in August 2013, the study committee held three meetings in 2014 to gather input from directors of manufacturing operations, research managers, entrepreneurs, policymakers, and recognized experts in productivity, management practices, and the labor market. The committee then drafted a report summarizing the challenges and opportunities facing US businesses and workers, with recommended actions for a variety of private and public actors to strengthen American innovation in manufacturing and high-tech services. Report release was planned for March 2, 2015.

The study was chaired by NAE member Nicholas M. Donofrio, former executive vice president for innovation and technology at IBM; and the committee included NAE members Lawrence D. Burns, Dean Kamen, Linda P.B. Katehi, Ann L. Lee, Arun Majumdar, Jonathan J. Rubinstein, and John J. Tracy.

14 Exhibit J, page 17 NAE Financial support for the study was provided by Robert A. Pritzker and the Robert Pritzker Family Foundation, Gordon E. Moore, Cummins, Boeing, IBM, Rockwell Collins, Xerox, Jon Rubinstein, Qualcomm, and Edward Horton.

Technology, Science, and Peacebuilding

The National Academies and the US Institute of Peace (USIP) established the Roundtable on Technology, Science, and Peacebuilding in 2011 to forge new, sustainable connections among organizations and individuals working in the technology, science, engineering, and peacebuilding communities in order to strengthen and expand the roles that technology, science, and engineering can play in reducing and preventing violent conflict around the globe. On July 25, a workshop on Mega-Cities: Scenarios for Urban Peacebuilding brought together Roundtable members and other experts to explore the future of peacebuilding in large urban settings. Participants assessed opportunities to apply the tools and insights from peacebuilding, systems engineering, data analytics, and scenario planning to make sense of the complex dynamics of megacities and

to identify concrete paths and choices that might point stakeholders and their resources toward program reports more peaceful and stable outcomes.

On September 19, the PeaceTech Summit: Engineering Durable Peace sought to raise public awareness and excitement about the recent impact of and potential opportunities resulting from greater emphasis on engineering and technology in the peacebuilding realm, and to advance collaboration between the engineering and peacebuilding communities. The Summit attracted over 230 participants from NGOs, academic institutions, international organizations, corporations, and federal agencies. Its agenda featured a moderated conversation between NAE member Vinton Cerf, Chief Internet Evangelist at Google, and Jane Holl Lutte, former UN and US government senior official.

Concluding with this meeting, Roundtable activities going forward transitioned to the responsibility of USIP.

15 Exhibit J, page 18 2014 2014 NAE Awards recipients

Charles Stark Draper Prize for Engineering Recognized as one of the world’s preeminent awards for engineering achievement, this prize honors an engineer or engineers whose contributions have significantly improved the quality of life, enabled people to live more freely and comfortably, and/or permitted the access to information. Presented annually, the prize carries a $500,000 cash award, an inscribed certificate, and a commemorative medallion.

John B. Goodenough, Yoshio Nishi, Rachid Yazami, and Akira Yoshino “for engineering the rechargeable lithium-ion battery that enables compact, lightweight mobile devices.”

John B. Goodenough Yoshio Nishi Rachid Yazami Akira Yoshino

Arthur M. Bueche Award The Bueche Award honors an engineer who has been actively involved in advancing US science and technology policy, promoting US technological development, and enhancing relations between industry, government, and universities. Presented annually during the NAE Annual Meeting, the recipient receives an inscribed certificate and a commemorative medal. Siegfried S. Hecker Siegfried S. Hecker “for contributions to nuclear science and engineering and for service to the nation through nuclear diplomacy.”

For additional information about the NAE awards, 16 please visit our website, www.nae.edu/awards. Exhibit J, page 19 Bernard M. Gordon Prize for Innovation in Engineering and Technology Education The Gordon Prize for Innovation in Engineering and Technology Education honors technology educators whose innovative programs have strengthened the engineering workforce by cultivating students’ leadership, creativity, and teamwork skills. The Gordon Prize is presented annually and awards a cash prize of $500,000, shared between the educator(s) and the educational institution, to support con- tinuation of the award-winning program. The recipients also receive an inscribed certificate and a commemorative medallion.

John P. Collier, Robert J. Graves, Joseph J. Helble, and Charles E. Hutchinson “for creating an integrated program in engineering innovation from undergraduate through doctorate to prepare students for engineering leadership.” (Thayer School of Engineering at Dartmouth)

Left to Right: John P. Collier, Charles E. Hutchinson, Joseph J. Helble, Robert J. Graves

Simon Ramo Founders Award The Simon Ramo Founders Award is given in recognition of an NAE member or foreign member who has exemplified the ideals and principles of the NAE through professional, educational, and personal achievement and accom- plishment. Presented annually during the NAE Annual Meeting, the recipient receives an inscribed certificate and a commemorative medal.

Robert A. Brown “for contributions to understanding of viscoelastic liquids and crystal growth, commitment to diversity in engineering, and leadership in transforming disciplines and institutions.”

Robert A. Brown

17 Exhibit J, page 20 2014 NEW MEMBERS AND FOREIGN MEMBERS 2014 NEW MEMBERSANDFOREIGN 2014 NEW 28, 2014. at thetimeofinductionceremony, September members follows,withtheirprimaryaffiliations A listofthenewlyelectedmembers andforeign approaches toengineeringeducation.” neering, ordeveloping/implementinginnovative major advancementsintraditionalfieldsofengi- new anddevelopingfieldsoftechnology, making neering literature,”andtothe“pioneeringof appropriate, significantcontributionstotheengi- research, practice,oreducation,including,where made outstandingcontributionsto“engineering Academy membershiphonorsthosewhohave professional distinctionsaccordedtoanengineer. Academy ofEngineeringisamongthehighest eign membersto214.ElectiontheNational membership to2,250andthenumberoffor and 11 foreignmembers,bringingthetotalUS In FebruarytheNAEelected67newmembers Cardno MM&A Peter J.Bethell Seventh SenseBiosystems,Inc. Howard Bernstein of Arizona University Harrison H.Barrett Texas A&M University–CollegeStation M. KatherineBanks Northrop GrummanCorporation Martin Balser Carnegie MellonUniversity Dragon Systems,Inc.,retired James K.Baker University ofMichigan Daniel E.AtkinsIII National RenewableEnergy Laboratory Dan E.Arvizu Purdue University Jan P. Allebach Pennsylvania StateUniversity Harry R.Allcock University ofWisconsin–Madison Nicholas L.Abbott N ew M embers 18 Exhibit J,page 21 - IBM Almaden Research Center James LuptonHedrick University ofCalifornia,Berkeley J. KarlHedrick Rice University Naomi Halas Tufts University Maria Flytzani-Stephanopoulos University ofCalifornia,Davis Katherine W. Ferrara University ofTexas at Austin Gregory L.Fenves IBM Almaden Research Center Ronald Fagin University ofSouthernCalifornia Iraj Ershaghi University ofCalifornia,Irvine Said E.Elghobashi University ofTexas at Austin Thomas F. Edgar University ofIllinoisatUrbana-Champaign J. GaryEden IBM ThomasJ.Watson Research Center Brenda L.Dietrich IBM ThomasJ.Watson Research Center Bijan Davari University ofCalifornia,Berkeley Carlos F. Daganzo Illinois InstituteofTechnology Alan W. Cramb Technology Hong KongUniversityofScienceand Tony F. Chan North CarolinaStateUniversity Ruben G.Carbonell Sirius XMRadio,Inc. Robert D.Briskman Georgia InstituteofTechnology Robert D.Braun Stanford University Stephen P. Boyd Innovyze Paul F. Boulos PJM Interconnection, LLC Terry Boston Virginia Tech Dushan Boroyevich Hecla MiningCompany Mark P. Board NAE 2014 Microsoft Research Robert E.Schapire University ofWashington James J.Riley Princeton University Jennifer Rexford University ofNorthCarolinaatChapelHill J. MichaelRamsey Ingram Barge Company, retired Craig E.Philip University ofTennessee, Knoxville George M.PharrIV Massachusetts InstituteofTechnology Alex Pentland ForceUS Air Ellen M.Pawlikowski University ofTexas at Austin Yale N.Patt Quanta Technology, LLC Damir Novosel MGM Consulting,LLC Michael G.Mullen University ofMinnesota,Minneapolis Ned Mohan University ofCalifornia,Berkeley Jack P. Moehle University ofWisconsin–Madison Charles A.Mistretta Webb Institute R. KeithMichel Qualcomm Incorporated Michael Luby General MotorsR&D,retired Roger B.Krieger University ofSouthernCalifornia Port ofLos Angeles, retired Geraldine Knatz Infinera Corporation Frederick A.Kish,Jr. Electric AviationGeneral David L.Joyce Google, Inc. Norman P. Jouppi University ofCalifornia,Los Angeles Chandrashekhar J.Joshi University ofMichigan Wallace J.Hopp Exhibit J,page 22 Sichuan University, China Xingdong Zhang Technion-Israel Institute ofTechnology, Israel Moshe Shoham University of Alberta, Canada Indira V.Samarasekera IBM ThomasJ.Watson Research Center Lubomyr T. Romankiw Geotechnics, Australia Coffey Harry G.Poulos Max PlanckInstituteforInformatics,Germany Kurt Mehlhorn Weizmann InstituteofScience,Israel David Harel Technion-Israel InstituteofTechnology, Israel Alon Gany University ofCambridge,UK Norman A.Fleck Universidade FederaldeMinasGerais,Brazil Virginia S.T. Ciminelli Technical UniversityofBerlin,Germany Dieter Bimberg NEW FOREIGNMEMBERS Chevron Energy andTechnology Company Stacey I.Zones University ofCalifornia,Los Angeles Alan N.Willson, Jr. Massachusetts InstituteofTechnology Ian A.Waitz Procter andGambleCompany Ghebre E.Tzeghai Cornell University Jery R.Stedinger Independent Consultant Thomas P. Stafford wTe Corporation David B.Spencer ExxonMobil Research andEngineeringCo. Stuart L.Soled University ofTexas at Austin Bob E.Schutz 19

2014 NEW MEMBERS AND FOREIGN MEMBERS NAE ANNIVERSARY MEMBERS NAE ANNIVERSARY MEMBERS their 45thyear in2014. Names inboldcelebrated 45 TO49 YEARS Simon Ramo 50 *Deceased James L.Everett,III Mildred S.Dresselhaus Robert M.Drake,Jr. Malcolm R.Currie John P. Craven Stuart W. Churchill Joseph V. Charyk Robert H.Cannon,Jr. J. FredBucy Arthur E.Bryson Norman H.Brooks Lewis M.Branscomb B. PaulBlasingame Donald L.Bitzer Albert L.Babb* Wm. HowardArnold William G.Agnew their 40thyear in2014. Names inboldcelebrated 40 TO44 YEARS Robert M.White WatkinsDean A. Hilliard W. Paige George E.Mueller Brockway McMillan Woodrow E.Johnson William J.Hall Haddad Jerrier A. Richard J.Grosh John S.Foster, Jr. Jay W. Forrester Don U.Deere Edward E.David,Jr. Ray W. Clough Harold Brown R. ByronBird Leo L.Beranek M. Amdahl Gene years 20

Exhibit J,page 23 Lotfi A. Zadeh Lotfi A. Myron Tribus Morris Tanenbaum Ivan E.Sutherland Rosen Harold A. Calvin F. Quate David S.Potter Robert Plunkett William J.Perry Joseph H.Newman Dale D.Myers John J.McKetta,Jr. Fujio Matsuda J. RossMacdonald Alan M.Lovelace Robert G.Loewy C. GordonLittle Salomon Levy T. William Lambe Christopher C.Kraft,Jr. James R.Johnson Arthur E.Humphrey Nick Holonyak,Jr John P. Hirth Thomas J.Hanratty John C.Hancock Roy W. Gould Earnest F. Gloyna James F. Gibbons Frosch Robert A. Peter T. Flawn Morris E.Fine A. J.Field Robert M.Fano Alfredo H-S. Ang Alfredo G. Anderson John Arthur G.Anderson Betsy Ancker-Johnson R. Allen Clarence Andreas Acrivos Norman Abramson H. Egil Abrahamsen their 35thyear in2014. Names inboldcelebrated 35 TO39 YEARS . Paul E.Gray George W. Govier Eugene I.Gordon* John B.Goodenough Ralph E.Gomory Solomon W. Golomb Ivar Giaever Ronald L.Geer Welko E.Gasich Richard L.Garwin William J.Galloway Robert G.Gallager Theodore V.Galambos Yuan-Cheng B.Fung Douglas W. Fuerstenau Merton C.Flemings James L.Flanagan Steven J.Fenves Joseph Feinstein Thomas E.Everhart Robert R.Everett Von R.Eshleman Leo Esaki Elder Rex A. Ira Dyer Anthony J.DeMaria Robert C.Dean,Jr. John F. Davidson Elio D’Appolonia Charles Crussard Harvey G.Cragon Fernando J.Corbato Edward Cohen Lloyd S.Cluff Per V.Bruel Frederick P. Brooks,Jr. William B.Bridges P. L.ThibautBrian John E.Breen Boley Bruno A. Andrew H.Bobeck Elwyn Berlekamp Donald C.Berkey Daniel Berg C. GordonBell Stephen D.Bechtel,Jr. L. Atkin Rupert NAE 2014 *Deceased C. KumarN.Patel Norman F. Parker Simon Ostrach Walter E.Morrow, Jr. James J.Morgan Gordon E.Moore Johannes Moe James K.Mitchell Gordon H.Millar James D.Meindl Ross E.McKinney William J.McCune,Jr. Perry L.McCarty John S.Mayo Walter G.May Robert D.Maurer Hans Mark MarcatiliEnrique A. Artur Mager John D.Mackenzie Louis C.Lundstrom Robert W. Lucky William R.Lucas Frederick F. Ling* Edwin N.Lightfoot,Jr. Milton Levenson William W. Lang Ernest S.Kuh Herwig Kogelnik Gordon S.Kino Jack L.Kerrebrock Herbert H.Kellogg Bernard H.Kear William M.Kays Eneas D.Kane Robert L.Johnson Paul C.Jennings George W. Jeffs Noel Jarrett Michel Hug Charles L.Hosler, Jr. Philip G.Hodge* David G.Hoag Joseph M.Hendrie Robert W. Hellwarth George N.Hatsopoulos Julius J.Harwood Stephen E.Harris Robert N.Hall Andrew S.Grove Alfred A. Yee Alfred Amnon Yariv Herbert H.Woodson Robert L.Wiegel Robert H.Wertheim James G.Wenzel Lloyd R.Welch James Wei Johannes Weertman Wilford F. Weeks William M.Webster John B.Wachtman, Jr. Andrew J.Viterbi Georges Andre C.Vendryes* S. VeletsosAnestis Marshall P. Tulin Ping KingTien Daniel M.Tellep Charles E.Taylor Morgan C.Sze George W. Swenson,Jr. Lawrence E.Swabb,Jr. Stanley D.Stookey* Theodore Stern SteinbergMorris A. Roger W. Staehle Sozen Mete A. Masanobu Shinozuka Paul G.Shewmon Oleg D.Sherby Roland W. Schmitt Robert S.Schechter* Thorndike Saville,Jr.* Jean E.Sammet Allen S.Russell Dale F. Rudd Anatol Roshko Leslie E.Robertson Lawrence G.Roberts James B.Reswick Eric H.Reichl Quinn John A. Ronald F. Probstein John M.Prausnitz William N.Poundstone Jacques Peters Stanford S.Penner Marc J.Pelegrin Harold W. Paxton Exhibit J,page 24 Robert S.Hahn Elias P. Gyftopoulos* Paul E.Green,Jr. George S.Graff Ralph S.Gens Harry C.Gatos G. DavidForney, Jr. John C.Fisher Alexander Feiner John V.Evans Joseph F. Engelberger Eckert Charles A. Peter S.Eagleson Floyd Dunn Duffy Robert A. John E.Dolan Robert H.Dennard Raymond F. Decker Daniel B.DeBra Robert G.Dean F. PauldeMello James W. Dally Jose B.Cruz,Jr. L. EricCross Robert C.Crooke Robert J.Creagan Eugene E.Covert Esther M.Conwell* W. DaleCompton John L.Cleasby Anil K.Chopra John G.Bollinger Nicolaas Bloembergen Erich Bloch Arden L.Bement,Jr. Wallace B.Behnke Lionel O.Barthold Seymour Baron R. Augustine Norman Arthur Ashkin William A.Anders Dell K.Allen Harl P. Aldrich,Jr. S. Agbabian Mihran D. Achenbach Jan their 30thyear in2014. Names inboldcelebrated 30 to 34 years 21

NAE ANNIVERSARY MEMBERS NAE ANNIVERSARY MEMBERS Karl S.Pister Thomas K.Perkins J. R. Anthony Pearson Karl H.Norris Robin B.Nicholson Hyla S.Napadensky Nadel Norman A. Franklin K.Moore Carl L.Monismith Harry W. Mergler Seymour L.Meisel Robert Mehrabian Carver A.Mead Alan L.McWhorter Charles J.McMahon,Jr. James W. Mayer* Hudson Matlock James W. Mar Dan Luss Joseph C.Logue Raymond C.Loehr Peter W. Likins Philip W. Lett* John W. Leonard George Leitmann Griff C.Lee J. HalcombeLaning Butler W. Lampson Henry Kressel James N.Krebs Kohler Max A. Leonard J.Koch Donald E.Knuth Leonard Kleinrock C. JudsonKing Thomas Kailath Trevor O.Jones Irwin M.Jacobs John W. Hutchinson Edward E.Hood,Jr. Hodges David A. Cyril Hilsum R. RichardHeppe Alfred J.Hendron,Jr. Kenneth E.Haughton GeorgeHarter A. Dean B.Harrington Robert D.Hanson Kent F. Hansen *Deceased 22 Exhibit J,page 25 Paul Zia R. YoungLaurence C. YoulaDante Takeo Yokobori Theodore Y.Wu Gerald L.Wilson Willis S.White,Jr. Albert R.C.Westwood John F. Welch, Jr. Jasper A. Welch, Jr. Sheldon Weinig Leland J.Walker* Gregory S.Vassell VandersliceThomas A. Charles F. Tiffany* Kenneth Thompson Nickolas J.Themelis Joseph F. Sutter Henry E.Stone Fred Sterzer Gunter Spur Smith Kenneth A. George E.Smith John BrooksSlaughter Eugene D.Shchukin Charles V. Shank John H.Seinfeld William R.Schowalter John H.Schmertmann Irwin W. Sandberg Donald G.Russell Victor H.Rumsey James F. Roth Stanley T. Rolfe Walter L.Robb Gustavo Rivas-Mijares Herbert H.Richardson James R.Rice Eli Reshotko Raj Reddy Lawrence R.Rabiner WilliamF. Allen E. Allen Frances C. Alkire Richard their 25thyear in2014. Names inboldcelebrated 25 to 29 years Morton M.Denn Ernest L.Daman Lawrence B.Curtis Edward J.Cording Paul M.Cook Conway Richard A. Lynn A.Conway Robert W. Conn Philip M.Condit Keith H.Coats Rodney J.Clifton Robert P. Clagett Jon F. Claerbout Jack V. Christiansen Richard M.Christensen Alfred Y.Cho WilliamChittenden A. Herbert S.Cheng Ben H.Caudle John F. Cashen John R.Casani Edwin L.Carstensen William J.Carroll Michael M.Carroll Robert P. Caren Robert L.Byer Walter L.Brown Robert W. Brodersen James E.Broadwell Klaus D.Bowers H. KentBowen Geoffrey Boothroyd Blenkarn Kenneth A. Joel S.Birnbaum David P. Billington J. RobertBeyster* John A.Betti Alexis T. Bell GeorgeBekey A. Robert G.Bea William F. Ballhaus,Jr. David H.Auston David Atlas S. Atal Bishnu John A.Armstrong Ali S.Argon Frank F. Aplan Stig A.Annestrand Charles A.Amann NAE 2014 *Deceased Chieh-Su Hsu William G.Howard,Jr. John H.Horlock John E.Hopcroft Lester A.Hoel Yu-Chi Ho Narain G.Hingorani Hiler Edward A. Robert J.Hermann Adam Heller L. LouisHegedus Siegfried S.Hecker Robert C.Hawkins Michael Hatzakis Juris Hartmanis Donald L.Hammond Bacharuddin J.Habibie Hermann K.Gummel Keith E.Gubbins Arthur C.Gossard Joseph W. Goodman Mary L.Good Richard J.Goldstein Alastair M.Glass Jerome B.Gilbert David B.Geselowitz Elsa M.Garmire Donald C.Fraser Fowler Charles A. Robert C.Forney John W. Fisher Robert E.Fischell Feigenbaum Edward A. Frank F. Fang Thomas V.Falkie Richard E.Emmert Tony F. W. Embleton Gerard W. Elverum Charles Elachi Helen T. Edwards James Economy Robert J.Eaton Dean E.Eastman Duscha Lloyd A. Russell D.Dupuis James M.Duncan James J.Duderstadt Diarmuid Downs Stephen W. Director James W. Mitchell Harold Mirels Marvin L.Minsky William F. Miller Richard C.Messinger Chiang C.Mei John C.McDonald Bill B.May Shiro Matsuoka Robert F. Mast John L.Mason Stephen H.Maslen GeorgeManeatis A. Robert Malpas Albert Macovski John B.MacChesney John W. Lyons Daniel P. Loucks Benjamin Y. H.Liu John D.C.Little Barbara H.Liskov Martin P. Lepselter James U.Lemke Shih-Ying Lee L. GaryLeal Gerald D.Laubach Kaye D.Lathrop Ronald M.Latanision Louis J.Lanzerotti Edward J.Kramer Bernard L.Koff Albert S.Kobayashi Makoto Kikuchi Anthony Kelly* George E.KellerII Melvin F. Kanninen Robert E.Kahn Frank D.Judge Angel G.Jordan G. FrankJoklik Ellis L.Johnson James O.Jirsa Marvin E.Jensen Robert B.Jansen Erich P. Ippen Anthony J.Iorillo Izzat M.Idriss James D.Idol Iacocca Lee A. Exhibit J,page 26 Frank J.Schuh Alan Schriesheim Lucien A. Schmit,Jr. Harold N.Scherer, Jr. Eugene C.Sakshaug Chih-Tang Sah Elbert L.Rutan Della M.Roy Ronald E.Rosensweig Ronald A.Rohrer Ignacio Rodriguez-Iturbe Robinson Enders A. Jerome G.Rivard Robert H.Rediker Rapp Robert A. Donald E.Procknow Michael Prats John William Poduska,Sr. Robert Plonsey R. ByronPipes Emil Pfender Donald E.Petersen Val P. Peline J. RandolphPaulling Donald R.Paul Ronald R.Parker Frank L.Parker Yih-Hsing Pao Jacques I.Pankove Morton B.Panish Carel Otte Robert B.Ormsby, Jr. Alan V. Oppenheim William G.Oldham J. Tinsley Oden Ronald P. Nordgren William D.Nix J. NicholasNewman Arun N.Netravali Robert M.Nerem George L.Nemhauser Albert Narath Roddam Narasimha Gerald Nadler* C. D.Mote,Jr. Joel Moses Mark V. Morkovin* Joe H.Mize Sanjoy K.Mitter 23

NAE ANNIVERSARY MEMBERS NAE ANNIVERSARY MEMBERS Richard G.Strauch Kenneth N.Stevens Charles V. Sternling Dale F. Stein Fred I.Stalkup William J.Spencer Ephraim M.Sparrow Ponisseril Somasundaran James J.Solberg Leroy H.Smith,Jr. Henry I.Smith Merrill I.Skolnik Leonard M.Silverman William H.Silcox Michael L.Shuler Don W. Shaw Eugene Sevin Laurence C.Seifert Charles D.Scott *Deceased 24 Exhibit J,page 27 Walter J.Weber, Jr. William J.Ward III Kuo K.Wang Daniel I.C.Wang Raymond Viskanta Walter G.Vincenti Jeffrey D.Ullman George L.Turin Joseph F. Traub Paul E.Torgersen Neil E.Todreas Charles E.Till Larry F. Thompson Thompson David A. Robert E.Tarjan Byron D.Tapley Chung L.Tang Ben G.Streetman William D.Strecker Jacob Ziv Abe M.Zarem Moshe Zakai Israel J.Wygnanski Jerry M.Woodall Eugene Wong John J.Wise Ward O.Winer Edward L.Wilson James C.Williams WilliamsForman A. Janusz S.Wilczynski Sheila E.Widnall Robert M.White John A. White,Jr. Arthur W. Westerberg Irwin Welber Julia R.Weertman Vern W. Weekman, Jr. NAE A Message from NAE Vice President

Corale Brierley ions ut rib

I was delighted to begin my tenure as NAE vice president last July, and t am happy to report that 2014 was a successful and productive fund- on

raising year. The year also marked the 50th Anniversary of the NAE, c

culminating at the Annual Meeting, and the completion of our 50th e t Anniversary Campaign. The NAE relies heavily on philanthropy to provide almost 30% of the funding that enables the Academy to advance the well-being of the nation by promoting a vibrant engineering profes- riva

sion and providing independent advice to our nation. We sincerely p 4 Corale Brierley appreciate your involvement, generosity, and continuous support! 201

The spirited participation of our members—your generous ideas, time, and support—has always driven the NAE forward. Our members are vital to our success, by both making personal philanthropic investments and serving as advocates for the NAE and the engineering profession to their communities—students, parents, educators, policymakers, business leaders, and the public locally, nationally, and globally.

In 2014 the NAE raised over $7.4 million in new gifts and pledges to support our efforts to strengthen the engineering profession and engage the public about the benefits and opportunities engineering presents to people and society. Annual unrestricted support reached almost $2.5 million, including $1.5 million to the NAE Independent Fund— the overwhelming majority of it from NAE members. The number of donors grew 9%, from 722 in 2013 to 786, while at the same time sustaining the 2014 annual member giving participation rate at a high point of 30%.

Private funds not only provide core support for the NAE each year but allow us both to initiate new projects that lack federal sponsorship and to expand the scope and impact of current programs. Without these important funds, the NAE would not have a solid foundation from which to sustain our activities and impact. Here are a few highlights from 2014.

50th Anniversary In 2011, under the leadership of Chuck Vest, the NAE embarked on a four-year fundraising effort to celebrate 50 years of engineering leadership and service to the nation.

25 Exhibit J, page 28 2014 We also used the occasion of the 50th Anniversary to raise awareness among the general public, and especially among students, of engineering’s immense contributions to society by launching the ions Engineering for You (E4U) video contest and commissioning a series of essays. The essays and the E4U

ut contest winners were unveiled at the 2014 Annual Meeting and 50th Celebration, and received very positive feedback. The Annual Meeting also had record attendance and particularly engaging speakers. rib t The occasion of our 50th Anniversary also highlighted the important role of donors in the success of the on NAE. As noted above, approximately 30% of our annual budget comes from private funds, and approxi- c

e mately 30% of you, our members, make a gift to the NAE each year. To build momentum for our giving t program, we set several ambitious fundraising goals around the theme of “50 for 50.” In 2012 we exceeded the Leadership goal of securing 50 new gifts of $50,000 or more. By the end of 2013 we had riva exceeded the goal of 50 new Golden Bridge Society members. Sections 2, 4, 6, 8, and 12 met or sur- passed the 50% giving participation goal for the sections, and others were very close and have shown 4 p 4 remarkable improvement. Dedicated volunteers from Sections 2, 3, 5, 8, 9, and 11 stepped up to help—

201 and spurred a strong increase in their section’s participation—by personally encouraging their fellow section members to make gifts in honor of the 50th. And several corporate partners, listed on page 40, helped celebrate this milestone by sponsoring some of our 50th Anniversary activities. The graphs on page 25 illustrate our progress toward achieving the goals of our Anniversary Campaign.

Ursula Burns Challenge In 2014 Ursula Burns (’13), chairwoman and CEO of Xerox, challenged members of the classes of 2012, 2013, and 2014 to collectively give $100,000 to enable a stronger, more proactive NAE. We are excited to report that over $300,000 was raised for this challenge and the giving participation rate from the three classes was 37%. Many thanks to Ursula and the members who joined in this initiative and assisted with our 50th Anniversary goal of 50% giving participation.

Charles M. Vest President’s Opportunity Fund As Chuck’s term as president was drawing to a close and in celebration of the 50th Anniversary, we established the Charles M. Vest Opportunity Fund in 2012, to honor his presidency and his tireless efforts in advocating for and promoting engineering. We were deeply saddened to lose Chuck in December 2013. I hope many of you were able to join us at the NAS Building on February 20, 2014, to celebrate his life and legacy.

I’m pleased to report that $5 million in gifts, pledges, and gift intentions were received for this important fund in Chuck’s memory. This past year, the fund helped support the EngineerGirl program and some of the public understanding of engineering activities for the 50th Anniversary, including the E4U video contest. It will continue to supplement existing programs, seed new initiatives, and support exploratory studies, as directed by future presidents, while at the same time honoring Chuck and his work at the NAE. This fund will empower the NAE to be more proactive in leading and identifying initiatives to benefit the nation and engineering profession. Any gift to the Vest President’s Opportunity Fund counted toward the 50th Anniversary Campaign. We thank all the donors who contributed so generously to honor Chuck. (See page 34 for a full list of contributors.)

Thank you to everyone who contributed to the 50th Anniversary Campaign and to our success. Through your support, the NAE is in an enhanced position to strengthen its voice on national policy; work to increase the number, quality, and diversity of engineering graduates; advance our quality of life; and enhance national capacity for innovation and global competitiveness. If you have any questions or would like to make a contribution to the NAE, please contact Radka Nebesky at 202.334.3417 or RNebesky@ nae.edu.

Outstanding Contributions and Commitments All contributions are greatly appreciated, and all of them make a difference in the work of the NAE. The following gifts and commitments show extraordinary leadership and dedication to the Academy. Names in bold are NAE members.

26 Exhibit J, page 29 NAE • The Grainger Foundation pledged $3 million to support the Frontiers of Engineering program (FOE) and create The Grainger Foundation FOE Grants, which help foster and enable new interdisciplinary collaboration among FOE participants. ions

• Lockheed Martin Corporation committed $1 million to sponsor the second Global Grand ut Challenges Summit, to be held in China in September 2015. rib

• The NAE saw revocable and irrevocable gift expectancies grow by $800,000, thanks to six t

members who included the NAE in their estate plans and/or as a beneficiary of their retirement on

accounts. c e

• Peter O’Donnell and the O’Donnell Foundation contributed $500,000 to the Charles M. Vest t President’s Opportunity Fund.

• Irwin (’76) and Joan Jacobs directed over $300,000 in 2014 from their donor-advised fund at the riva Jewish Community Foundation of San Diego to the Charles M. Vest President’s Opportunity Fund, 4 p 4 bringing their total support of the Vest Fund to $1 million.

• The Charles Stark Draper Laboratory provided over $300,000 for expenses associated with award- 201 ing and presenting the Charles Stark Draper Prize for Engineering and in sponsorship of the 50th Anniversary. • ExxonMobil Corporation provided $250,000 to fund the next video contest, called Engineering for You 2 (E4U2), to engage young people in learning about the opportunities engineering can provide to people and society by addressing the Grand Challenges for Engineering. Winners will be announced at the 2015 Annual Meeting. • John F. McDonnell, member of the Presidents’ Circle, and the JSM Charitable Trust gave $250,000 to the Frontiers of Engineering Education symposia in 2014, bringing their total support of the program to $1 million. The FOEE program brings together some of the nation’s most engaged and innovative engineering educators in order to recognize, reward, and promote effective, substantive, and inspirational engineering education through a sustained dialogue among the emerging generation of innovative faculty. Since its inception five years ago, FOEE has spurred the creation of a community of engineering educators whose innovative teaching methods are helping to improve 21st century engineering education and strengthen our nation’s workforce. • The United Engineering Fund (UEF) committed nearly $150,000 for a worldwide crowdsourcing competition called “The Next MacGyver.” The project is seeking ideas for a scripted television show featuring a female engineer character in a leading role. The goal of the competition is to create a historic TV series that inspires young people, especially women, to pursue careers in engineering. The project is a collaboration with the University of Southern California’s Viterbi School of Engineering (USC Viterbi) and the MacGyver Foundation and Lee Zlotoff (creator of the popular TV series MacGyver). • Council member Fran Ligler (’05) and her husband George have committed $100,000 for a matching gift challenge over five years to encourage current and future NAE Section 2 members to support the academy. • Raymond S. Stata (’92) contributed close to $100,000 to the NAE Independent Fund.

Loyal Donors Gifts made to the NAE year after year by our members and friends demonstrate a steadfast commitment to our mission and work. In 2014, the Academies established a Loyalty Society to recognize and thank some of our most loyal supporters. As a regular long-time donor to the NAE to support the work I so strongly believe in, I am genuinely grateful to the people who have contributed for 20 years or more. Please see pages 34–35 for the complete list.

Private funds now make up almost a third of the NAE’s yearly budget. Simply put, we would not be able to operate without them. Your support is essential not only in providing core support but also in expanding the scope and impact of current projects and initiating new ones.

27 Exhibit J, page 30 2014 On behalf of the NAE Council and president Dan Mote, I thank you for your participation in the 50th ions Anniversary Campaign and throughout 2014. Our generous members, friends, partner corporations, foun-

ut dations, government sponsors, and other supporters make all the difference in our ability to positively impact our world and to continue advocating for engineering. I am deeply grateful for your generosity, rib continued involvement, and unwavering support of the NAE mission. t

on I look forward to getting to know more of our dedicated and generous members, donors, and staff as we c

e work together to secure resources for the NAE’s important work. t riva 4 p 4 201

2014 Honor Roll of Donors

Annual Giving Societies The National Academy of Engineering gratefully acknowledges the following members and friends who made charitable contributions to the NAE, and those NAE members who supported the Committee on Human Rights, a joint committee of the three academies, during 2014. The collective, private philanthropy of these individuals has a great impact on the NAE and its ability to be a national voice for engineering. We acknowledge contributions made as personal gifts or as gifts facilitated by the donor through a donor- advised fund, matching gift program, or family foundation.

Ursula Burns (’13), chairwoman and CEO of Xerox, generously gave $100,000 to the NAE in celebration of the 50th Anniversary and to encourage philanthropy among newer NAE members. She challenged members of the classes of 2012, 2013, and 2014 to collectively give $100,000 to enable a stronger, more proactive NAE. The members who participated in the Burns Challenge are noted with the ◊ symbol.

Catalyst Society $100,000 to $500,000 Joan and Irwin Jacobs Asta* and William W. Lang Friends Mary and Howard* Kehrl Raymond S. Stata John F. McDonnell Peter O’Donnell, Jr. $50,000 to $99,999 Bharati and Murty Bhavaraju◊ Jonathan J. Rubinstein Ken Q. Xie◊ James O. Ellis, Jr.◊ David E. Shaw◊ Elisabeth Paté-Cornell John C. Wall

Rosette Society $25,000 to $49,999 Olivia and Peter Farrell ◊ Clayton Daniel and Patricia L. Richard P. Simmons George and Ann Fisher Mote Arnold and Constance Stancell Kent Kresa Jaya and Venky Narayanamurti Gary and Diane Tooker Asad M., Gowhartaj, and Jamal Richard F. and Terri W. Rashid Madni

◊Ursula Burns Challenge *Deceased

28 Exhibit J, page 31 NAE Challenge Society

$10,000 to $24,999 ions ◊

Gordon Bell Hugh D. Hibbitt Henry M. Rowan ut Daniel and Frances Berg Chad and Ann Holliday Henry and Susan Samueli

Becky and Tom Bergman Michael W. Hunkapiller Maxine L. Savitz rib Barry W. Boehm Ray R. Irani◊ David B. and Virginia H. Spencer◊ t

Lewis M. Branscomb Jane and Norman N. Li Charlotte and Morris Tanenbaum on ◊

Lenore and Rob Briskman Frances and George Ligler James M. and Ellen Weston Tien c Lance and Susan Davis Robin K. and Rose M. McGuire James A. Trainham and Linda D. e t Nicholas M. Donofrio Narayana Murthy and Sudha Waters Dotty and Gordon England◊ Murty Ghebre E. Tzeghai◊ Nan and Chuck Geschke John Neerhout, Jr. Adrian Zaccaria riva Martin E. and Lucinda Glicksman Roberto Padovani Elias A. Zerhouni◊ 4 p 4 Robert W. Gore Larry* and Carol Papay

John O. Hallquist Simon Ramo 201

Charter Society $1,000 to $9,999 Linda M. Abriola Craig T. Bowman◊ Steven L. Crouch◊ Rodney C. Adkins Stephen P. Boyd◊ Glen T. Daigger Ronald J. Adrian Corale L. Brierley David E. Daniel Alice Merner Agogino James A. Brierley Ruth A. David John L. Anderson Andrei Z. Broder L. Berkley Davis John C. Angus Andrew Brown, Jr. Carl de Boor Seta and Diran Apelian John H. Bruning Pablo G. Debenedetti Frank F. Aplan George* and Virginia Bugliarello Raymond F. Decker Kenneth E. Arnold Ursula Burns◊ and Lloyd Bean Thomas B. Deen Wm. Howard Arnold Xianghong Cao Anne and Thomas Degnan Thomas W. Asmus Federico Capasso Robert H. Dennard Kamla and Bishnu S. Atal Stuart K. Card George E. Dieter Daniel and Monica Atkins◊ François J. Castaing Daniel W. Dobberpuhl David Atlas Corbett Caudill Earl H. Dowell Nadine Aubry Sigrid and Vint Cerf Elisabeth M. Drake Ken Austin Selim A. Chacour Robert M. Drake, Jr. Wanda M. Austin Jean-Lou A. Chameau James J. Duderstadt Arthur B. Baggeroer Chau-Chyun Chen Susan T. Dumais William F. Baker Josephine Cheng Robert and Cornelia Eaton Martin Balser◊ Stephen Z. D. Cheng Thomas F. Edgar◊ Margaret K. Banks◊ Weng C. Chew◊ Charles Elachi James E. Barger Sunlin Chou Farouk El-Baz Harrison H. and Catherine C. Uma Chowdhry Iraj Ershaghi◊ Barrett◊ Richard M. Christensen James L. Everett III Forest Baskett III John and Assia Cioffi Robert R. Everett Craig H. Benson◊ Philip R. Clark Thomas E. Everhart Leo L. Beranek G. Wayne Clough James A. Fay Howard Bernstein◊ James J. Coleman◊ Robert E. Fenton Peter J. Bethell◊ Joseph M. Colucci Gregory L. Fenves◊ Lorenz T. Biegler◊ Harry M. Conger Katherine W. Ferrara◊ Mark P. Board◊ Stuart L. Cooper Leroy M. Fingerson Mark T. Bohr Ross and Stephanie Corotis Tobie and Daniel J.* Fink Rudolph Bonaparte Gary L. Cowger Bruce A. Finlayson Dushan Boroyevich◊ Alan W. Cramb◊ Anthony E. Fiorato Paul F. Boulos◊ Natalie W. Crawford Robert E. Fischell Kathleen and H. Kent Bowen Robert L. Crippen◊ Edith M. Flanigen

◊Ursula Burns Challenge *Deceased

29 Exhibit J, page 32 2014 Samuel C. Florman Paul and Julie Kaminski Albert Narath Robert C. and Marilyn G. Forney Melvin F. Kanninen David Nash ions Heather and Gordon Forward John and Wilma Kassakian Robert M. and Marilyn R. Nerem Curtis W. Frank◊ Jon E. Khachaturian Robert E. Nickell* ut William L. and Mary Kay Friend Diana S. and Michael D. King Paul D. Nielsen

rib Douglas W. Fuerstenau James L. Kirtley William D. Nix t Theodore V. Galambos Geraldine Knatz◊ Ronald and Joan Nordgren Huajian Gao◊ Albert S. Kobayashi Matthew O’Donnell on Donald P. Gaver Robert M. and Pauline W. Koerner Susan and Franklin M. Orr, Jr. c ◊ e Arthur Gelb Charles E. Kolb, Jr. Kwadwo Osseo-Asare t Arthur and Helen Geoffrion Demetrious Koutsoftas Bernhard O. Palsson Penny and Bill George,◊ Lester C.* and Joan M. Krogh Bradford W. and Virginia W. riva George Family Foundation David J. Kuck Parkinson Louis V. Gerstner, Jr. Thomas F. Kuech Claire L. Parkinson 4 p 4 Paul H. Gilbert Richard T. Lahey, Jr. Neil E. Paton Richard D. Gitlin Louis J. Lanzerotti John H. Perepezko 201 Eduardo D. Glandt Cato and Cynthia Laurencin Thomas K. Perkins Earnest F. Gloyna Enrique J. Lavernia◊ Pete Petit Arthur L. and Vida F. Goldstein Hau L. Lee Emil Pfender Mary L. Good Raphael Lee◊ and Kathy Kelley Craig E. Philip◊ Joseph W. Goodman James U. Lemke Julia M. Phillips W. David Goodyear◊ Ronald K. Leonard William P. Pierskalla Paul E. Gray Frederick J. Leonberger Franz F. Pischinger Hermann K. Gummel Burn-Jeng Lin Stephen M. Pollock John C. Hancock Jack E. Little H. Vincent Poor James S. Harris, Jr. Robert G. Loewy William F. Powers Kenneth E. Haughton Gerald H. Luttrell◊ Donald E. Procknow Janina and Siegfried Hecker Lester L. Lyles William R. Pulleyblank Robert W. Hellwarth William J. MacKnight Henry H. Rachford, Jr. Larry L. Hench Thomas and Caroline Maddock Prabhakar Raghavan Chris T. Hendrickson Artur Mager Doraiswami Ramkrishna John L. Hennessy Arunava Majumdar Ekkehard Ramm Narain G. Hingorani George C. Maling, Jr. Bhakta B. Rath David and Susan Hodges Henrique S. Malvar◊ Buddy D. Ratner Grace and Thom Hodgson Hans Mark Raj Reddy Lester A. Hoel David A. Markle Kenneth and Martha Reifsnider Urs Hölzle◊ W. Allen Marr Gintaras V. Reklaitis Edward E. Hood, Jr. Robert D. Maurer Eli Reshotko Leroy E. Hood Dan Maydan Thomas J. Richardson Edward E. Horton Jyotirmoy Mazumder◊ Ronald L. Rivest John R. Howell Larry V. McIntire Anne and Walt Robb John R. Huff◊ Kishor C. Mehta Richard J. and Bonnie B. Robbins J. Stuart Hunter Edward W. Merrill◊ Bernard I. Robertson Mary Jane Irwin Richard A. Meserve C. Paul Robinson Kenji Ishihara Robert M. Metcalfe◊ Thomas E. Romesser Leah H. Jamieson R. K. Michel Julie and Alton D. Romig, Jr. George W. Jeffs James J. Mikulski Howard B. Rosen Barry C. Johnson Richard B. Miles Murray W. Rosenthal David W. Johnson, Jr. Richard K. Miller William B. Russel Michael R. Johnson Charles A. Mistretta◊ Andrew P. Sage G. Frank Joklik James K. and Holly T. Mitchell Vinod K. Sahney Anita K. Jones Nandita and Sanjit K. Mitra Steven B. Sample James W. Jones◊ John A. Montgomery◊ John M. Samuels, Jr. Chandrashekhar Joshi◊ Edward and Stephanie Moses Linda S. Sanford Norman P. Jouppi◊ Cherry A. Murray Robert E. Schafrik◊ David L. Joyce◊ Dale and Marge* Myers Richard Scherrer Eric W. Kaler Cynthia J. and Norman A. Nadel Jan C. Schilling◊

◊Ursula Burns Challenge *Deceased

30 Exhibit J, page 33 NAE John H. Schmertmann George Tchobanoglous Beverly and Loring Wyllie Ronald V. Schmidt Matthew V. Tirrell William W-G. Yeh ◊ Henry G. Schwartz, Jr. John J. Tracy Yannis C. Yortsos ions Lyle H. Schwartz Richard H. Truly A. Thomas Young Charles L. Seitz A. Galip Ulsoy William and Sherry Young ut

Martin B. and Beatrice E. Sherwin Raymond Viskanta Zarem Foundation rib

Daniel P. Siewiorek Thomas H. Vonder Haar Xingdong Zhang◊ t Krishna P. Singh◊ Robert and Robyn Wagoner Steven J. Zinkle◊ Alvy R. Smith John E. Warnock Mary Lou and Mark D. Zoback on ◊ c Alfred Z. Spector and Rhonda G. Darsh T. Wasan Stacey I. Zones e Kost Michael S. Waterman◊ t Robert F. and Lee S. Sproull Julia and Johannes Weertman Friends ◊ Jery R. Stedinger Robert J. Weimer Jo F. Berg riva Richard J. Stegemeier Andrés Weintraub Pohorille◊ Kristine L. Bueche Gunter Stein Robert M. and Mavis E. White Neil and Natasha Chriss p 4 Gregory Stephanopoulos Willis S. White, Jr. Marilyn Heebner Kenneth E. Stinson Sheila E. Widnall Evelyn S. Jones 201 William D. Strecker Sharon L. Wood◊ Isabelle M. Katzer Ivan E. Sutherland Herbert H. Woodson Douglas Larson John and Janet Swanson Edgar S. Woolard, Jr. Toby Wolf James M. Symons Richard N. Wright Anonymous (1) Eva Tardos Wm. A. Wulf Ratan N. Tata◊ Israel J. Wygnanski

Other Individual Donors

Hiroyuki Abe Jack L. Blumenthal Paul Citron and Margaret Carlson H. Norman Abramson Alfred Blumstein Citron Hadi Abu-Akeel F. Peter Boer John L. Cleasby Kurt Akeley and Jenny Zhao William J. Boettinger Seymour B. Cohn Montgomery M. Alger Lillian C. Borrone Richard A. Conway Charles A. Amann Frank Bowman Esther M. Conwell* Cristina H. Amon Peter R. Bridenbaugh Richard W. Couch, Jr. John G. Anderson James P. Brill Arthur Coury Stig A. Annestrand Frederick P. Brooks, Jr. Eugene E. Covert George E. Apostolakis Alan C. Brown James Q. Crowe Ali S. Argon Howard J. Bruschi Lawrence B. Curtis Robert C. Armstrong Jack E. Buffington Ernest L. Daman Frances H. Arnold Ned H. Burns Paul D. Dapkus R. Lyndon Arscott Anne and John Cahn Edward E. David, Jr. James R. Asay Robert Calderbank Delbert E. Day Jamal J. Azar James D. Callen Morton M. Denn Donald W. Bahr Joe C. Campbell Joseph M. DeSimone Rodica A. Baranescu Max W. Carbon◊ Robert C. DeVries Grigory I. Barenblatt E. Dean Carlson Frederick H. Dill Mark A. Barteau Albert Carnesale Robert H. Dodds Jordan* and Rhoda Baruch John R. Casani John E. Dolan James B. Bassingthwaighte William Cavanaugh Albert A. Dorman Ray H. Baughman Don B. Chaffin David A. Dornfeld◊ Zdenek P. Bazant A. Ray Chamberlain Irwin Dorros Georges and Marlene Belfort Douglas M. Chapin E. Linn Draper, Jr. Marsha J. Berger Vernon L. Chartier T. Dixon Dudderar Toby Berger Gang and Tracy Chen James M. Duncan Philip A. Bernstein Shu and Kuang-Chung Chien Floyd Dunn Vitelmo V. Bertero Anil K. Chopra Ira Dyer John R. and Pierrette G. Birge Andrew R. Chraplyvy David A. Dzombak Harvey W. Blanch Virginia S. T. Ciminelli◊ Peter S. Eagleson

◊Ursula Burns Challenge *Deceased

31 Exhibit J, page 34 2014 Lewis S. Edelheit Charles L. Hosler, Jr. Andrew J. Lovinger Elazer R. Edelman◊ Salim M. Ibrahim William R. Lucas ions Daniel C. Edelstein Izzat M. Idriss Verne L. Lynn Helen T. Edwards Akira Ishimaru John W. Lyons ut Bruce R. Ellingwood Tatsuo Itoh J. Ross and Margaret Macdonald

rib Richard E. Emmert Andrew Jackson and Lillian Rankel Malcolm MacKinnon III t Joel S. Engel Linos J. Jacovides Alfred U. MacRae John V. Evans Paul C. Jennings Thomas J. Malone on Charles Fairhurst Klavs F. Jensen James W. Mar c e Robert M. Fano Marvin E. Jensen William F. Marcuson III t Essex E. Finney, Jr. James O. Jirsa Robert C. Marini Millard and Barbara Firebaugh Donald L. Johnson John L. Mason riva John W. Fisher James R. Johnson David K. Matlock Peter T. Flawn Keith P. Johnston William C. Maurer 4 p 4 Christodoulos A. Floudas Marshall G. Jones William J. McCroskey Maria Flytzani-Stephanopoulos◊ Angel G. Jordan M. D. McIlroy 201 Robert E. Fontana Aravind K. Joshi Ross E. McKinney G. David Forney, Jr. Ahsan Kareem Diane M. McKnight◊ Harold K.* and Betty Forsen Kristina B. Katsaros Robert M. McMeeking Judson C. French Michael C. Kavanaugh Alan L. McWhorter Eli Fromm Edward Kavazanjian◊ Harry W. Mergler Shun Chong Fung Leon M. Keer Angelo Miele Zvi Galil Chaitan Khosla Antonios G. Mikos and Lydia Ronald L. Geer Timothy L. Killeen Kavraki◊ John H. Gibbons Sung Wan Kim James A. Miller Don P. Giddens Judson and Jeanne King Warren F. Miller, Jr. Maryellen L. Giger Paul C. Kocher Keith K. Millheim Jacqueline Gish U. Fred Kocks Arthur L. Money◊ George J. Gleghorn Bernard L. Koff Carl L. Monismith Fred Glover Max A. Kohler Francis C. Moon Richard J. Goldstein Jindrich Kopecek William B. Morgan Steve and Nancy Goldstein Bill and Ann Koros John W. Morris John B. Goodenough Richard W. Korsmeyer◊ Walter E. Morrow, Jr. James A. Gosling Roger B. Krieger◊ A. Stephen Morse Roy W. Gould Derrick M. Kuzak Joel Moses Robert K. Grasselli Stephanie L. Kwolek* Jose M. F. Moura◊ Irene Greif Bruce M. Lake Jan and E. Phillip Muntz Gary S. Grest James L. Lammie Earll M. Murman Ignacio E. Grossmann David A. Landgrebe Devaraysamudram R. Nagaraj Karl A. Gschneidner Robert S. Langer R. Shankar Nair Laura M. Haas Carl G. Langner Tsuneo Nakahara Donald J. Haderle Robert C. Lanphier III Hyla S. Napadensky Carol K. Hall Ronald G. Larson Alan Needleman William J. Hall Alan Lawley Stuart O. Nelson Thomas L. Hampton Edward D. Lazowska William New, Jr. John M. Hanson Sidney Leibovich Joseph H. Newman Alan J. Heeger Margaret A. LeMone Elaine S. Oran Adam Heller Johanna M. H. Levelt Sengers Julio M. Ottino Martin Hellman Milton Levenson David H. Pai Arthur H. Heuer and Joan Hulburt Herbert S. Levinson Athanassios Z. Panagiotopoulos George J. Hirasaki Salomon Levy Stavros S. Papadopulos John P. Hirth Paul A. Libby Louis C. Parrillo J. Brent and Margaret Hiskey Peter W. Likins David A. Patterson Allan S. Hoffman Yu-Kweng M. Lin Donald R. Paul Richard Hogg◊ Kuo-Nan Liou Harold W. Paxton Stanley H. Horowitz Nathan and Barbara Liskov Donald W. Peaceman

◊Ursula Burns Challenge *Deceased

32 Exhibit J, page 35 NAE P. Hunter Peckham Ben A. Shneiderman David A. Whelan Nicholas A. Peppas Michael L. Shuler Margot and David C.* White ◊ George M. Pharr Neil G. Siegel Robert M. White ions Mark R. Pinto Arnold H. Silver J. Turner Whitted Karl S. Pister Peter G. Simpkins David A. Woolhiser ut

Stephen and Linda Pope Kumares C. Sinha Eli Yablonovitch rib

Harry G. Poulos◊ Jack M. Sipress Les Youd t William N. Poundstone R. Wayne Skaggs Laurence R. Young Priyaranjan Prasad Henry I. Smith Paul Zia on c

Michael Prats Gurindar S. Sohi Ben T. Zinn e Ronald F. Probstein Stuart L. Soled◊ Charles F. Zukoski t Charles W. Pryor, Jr. Soroosh Sorooshian Anonymous (3)

Roberta and Edwin Przybylowicz Pol D. Spanos riva Robert A. Pucel George S. Springer Friends Rajagopal S. Raghavan Dale F. and Audrey Stein John Arganian p 4 Vivian and Subbiah Ramalingam Dean E. Stephan Harriet Bogdonoff Eugene M. Rasmusson George Stephanopoulos Steve S. Chen 201 Jean-Michel M. Rendu Thomas G. Stephens Kwang Chin Kim John R. Rice Kenneth H. Stokoe II Richard Colman Bruce E. Rittmann Henry E. Stone James Dixon Jerome G. Rivard Howard and Valerie Stone Clara K. Ellert Leslie E. Robertson and Sawteen Lawrence D. Stone Frances P. Elliott See Brian Stott Harold and Beverly Frost Lloyd M. Robeson Richard G. Strauch Sharon P. Gross Stephen M. Robinson Gerald B. Stringfellow Tina Hedrick Robert K. Roney Stanley C. Suboleski Paul Hertelendy Kenneth M. Rosen Rodney J. Tabaczynski Theodore Irra Gerald F. Ross Robert L. Taylor Arthur Kaufman Hans T. Rossby Lewis M. Terman Edward Kinner Yoram Rudy Spencer R. Titley Kin Ping Lee Joseph C. Salamone Neil E. Todreas Deborah Levey Gurmukh S.* and Harriet Sarkaria Alvin W. Trivelpiece Kathleen Lynch Mills Peter W. Sauer Stephen D. Umans Catherine McGraw Thorndike Saville, Jr.* John M. Undrill Shannon Meyer Robert F. Sawyer Andries van Dam Michele H. Miller George W. Scherer Theodore Van Duzer Radka Z. Nebesky Geert W. Schmid-Schoenbein Moshe Y. Vardi John Noel Fred B. Schneider Walter G. Vincenti Andrew Oakley Jerald L. Schnoor Harold J. Vinegar Sallie O’Neill William R. Schowalter Irv Waaland Ryszard Pryputniewicz Walter J. Schrenk Wallace R. Wade Marlin and Dorothy Ristenbatt Albert and Susan Schultz Steven J. Wallach Georgia Scordelis Mischa Schwartz C. Michael Walton Verna W. Spinrad Norman R. Scott John D. Warner Elizabeth W. Toor Bal Raj Sehgal◊ Warren and Mary Washington Katherine Tracy Terrence J. Sejnowski John T. Watson David Wilkie Hratch G. Semerjian Wilford F. Weeks Carol and David Williams Robert J. Serafin James Wei Peter, Denise, Amy, and Heather F. Stan Settles Sheldon Weinbaum Williams Don W. Shaw Sheldon Weinig Thomas B. Sheridan Jasper A. Welch, Jr.

◊Ursula Burns Challenge *Deceased

33 Exhibit J, page 36 2014 Charles M. Vest President’s Opportunity Fund In recognition of NAE members and friends who gave generously to the Charles M. Vest President’s ions Opportunity Fund in 2014 to honor and remember NAE’s tenth president, Chuck Vest. We acknowledge contributions made as personal gifts or as gifts facilitated by the donor through a donor-advised fund, matching gift ut program, or family foundation. rib t Linda M. Abriola Harold and Beverly Frost David A. Patterson Alice Merner Agogino Arthur L. and Vida F. Goldstein Stephen M. Pollock on Seta and Diran Apelian Paul E. Gray Ryszard Pryputniewicz c e Wm. Howard Arnold James S. Harris, Jr. William R. Pulleyblank t Daniel and Monica Atkins Janina and Siegfried Hecker Marlin and Dorothy Ristenbatt Zdenek P. Bazant Andrew Jackson and Lillian Rankel Howard B. Rosen riva Daniel and Frances Berg Joan and Irwin Jacobs Charles L. Seitz Howard Bernstein Michael R. Johnson Ben A. Shneiderman 4 p 4 John H. Bruning Leon M. Keer Richard P. Simmons Ursula M. Burns and Lloyd Bean Sidney Leibovich George S. Springer 201 Sigrid and Vint Cerf Robert M. Metcalfe Arnold and Constance Stancell Jean-Lou A. Chameau Richard K. Miller Raymond S. Stata Gang and Tracy Chen Edward and Stephanie Moses Richard H. Truly Weng C. Chew Cherry A. Murray John C. Wall Neil and Natasha Chriss William D. Nix Sheila E. Widnall Edward E. David, Jr. Ronald and Joan Nordgren David Wilkie James J. Duderstadt Peter O’Donnell, Jr. Carol and David Williams Elazer R. Edelman Kwadwo Osseo-Asare Laurence R. Young Olivia and Peter Farrell Bernhard O. Palsson George and Ann Fisher Larry* and Carol Papay

Tributes In memory of Jordan Baruch – Rhoda Baruch and the Baruch Fund In memory of Robert R. Berg – Jo F. Berg In memory of Marjana Boroyevich – Dushan Boroyevich In memory of Esther M. Edelman – Elazer R. Edelman In memory of John Frank Elliott – Frances P. Elliott In memory of Howard S. Jones, Jr. – Evelyn S. Jones In memory of Charles C. Ladd – Craig H. Benson, Kwang Chin Kim, Richard Colman, James Dixon, Edward Kinner, Douglas Larson, Deborah Levey, Kathleen Lynch Mills, W. Allen Marr, Catherine McGraw, James K. and Holly T. Mitchell, Katherine Tracy, Peter Williams In memory of Shakunthala – Devaraysamudram R. Nagaraj In memory of Ernest Smerdon – Soroosh Sorooshian In memory of Chang-Lin Tien – Arunava Majumdar In memory of Baranimir von Turkovich – Subbiah Ramalingam In honor of Martin Balser – Arthur Kaufman In honor of Lester C. Krogh – Joan Krogh In honor of Robert Langer – Cato and Cynthia Laurencin In honor of Gretchen Meyer – Shannon Meyer In honor of C. D. (Dan) Mote, Jr. – Cato and Cynthia Laurencin In honor of George Stegemeier – Harold J. Vinegar

Loyalty Society In recognition of members and friends who have made gifts to the National Academy of Sciences, National Academy of Engineering, or Institute of Medicine for at least 20 years. We acknowledge contributions made as personal gifts or as gifts facilitated by the donor through a donor-advised fund, matching gift program, or family foundation. Names in bold are NAE members.

Herbert L. Abrams Bruce and Betty Alberts Wyatt W. Anderson H. Norman Abramson Clarence R. Allen Edward M. Arnett Andreas and Juana Acrivos Charles A. Amann Wm. Howard Arnold

*Deceased

34 Exhibit J, page 37 NAE Daniel L. Azarnoff David V. Goeddel Gilbert S. Omenn and Martha A. Jack D. Barchas Paul E. Gray Darling

Jeremiah A. Barondess Robert B. Griffiths George W. Parshall ions Stephen D. Bechtel, Jr. Adam Heller Gordon H. Pettengill John C. Beck Ernest M. Henley Frank Press ut

Gordon Bell David and Susan Hodges Simon Ramo rib

Paul Berg Joseph F. Hoffman Janet and Lester Reed t Diane and Norman Bernstein William N. Hubbard, Jr. Jerome G. Rivard Lewis M. Branscomb J. David Jackson Maxine L. Savitz on c

John and Sharon Brauman Andre T. Jagendorf R. Duncan* and Carolyn Scheer e Alan C. Brown Samuel L. Katz and Catherine M. Luce t Donald D. Brown Wilfert William R. Schowalter

Harold Brown Max A. Kohler Maxine F. Singer riva Kristine L. Bueche James S. and Elinor G. A. Langer Louis Sokoloff George* and Virginia Bugliarello Louis J. Lanzerotti Raymond S. Stata p 4 William B. Carey Gerald and Doris Laubach Rosemary A. Stevens Purnell W. Choppin Judith R. Lave Lubert and Andrea Stryer 201 James McConnell Clark Robert G. Loewy F. William Studier John A. Clements Thomas and Caroline Maddock Paul and Pamela Talalay Michael D. Coe Anthony P. Mahowald Charlotte and Morris Tanenbaum Pedro M. Cuatrecasas Vincent T. Marchesi Anita and George Thompson Irwin Dorros Hans Mark George H. Trilling W. G. Ernst James F. Mathis Roxanne and Karl K.* Turekian Harold J. Fallon Christopher F. McKee Martha Vaughan Harvey V. Fineberg and Mary E. Mortimer Mishkin Raymond Viskanta Wilson Arno G. Motulsky Andrew and Erna* Viterbi Tobie and Daniel J.* Fink Elaine and Gerald* Nadler Peter K. Vogt Robert C. and Marilyn G. Forney Jaya and Venky Narayanamurti George D. Watkins Harold K.* and Betty Forsen Philip and Sima Needleman Julia and Johannes Weertman T. Kenneth Fowler Robert M. and Marilyn R. Nerem Herbert Weissbach Hans and Verena Frauenfelder Elena and Stuart Nightingale Robert M. and Mavis E. White Carl Frieden Ronald and Joan Nordgren Catherine M. Wilfert Theodore V. Galambos Peter O’Donnell, Jr. Gerald N. Wogan Joseph G. Gall Anonymous (1)

Lifetime Giving Societies We gratefully acknowledge the following members and friends who have made generous charitable lifetime contributions. Their collective, private philanthropy enhances the impact of the Academies to advise the nation on issues of science, engineering, and medicine.

Einstein Society In recognition of members and friends who have made lifetime contributions of $100,000 or more to the National Academy of Sciences, the National Academy of Engineering, or the Institute of Medicine. We acknowledge contributions made as personal gifts or as gifts facilitated by the donor through a donor-advised fund, matching gift program, or family foundation. Names in bold are NAE members. $10 million and above Arnold and Mabel Beckman* Daniel E. Koshland, Jr.* George P. Mitchell* Bernard M. Gordon $5 million to $10 million Donald Bren Fred Kavli* Dame Jillian Sackler William R. and Rosemary B. Peter O’Donnell, Jr. Hewlett*

*Deceased

35 Exhibit J, page 38 2014 $1 million to $5 million

ions Bruce and Betty Alberts Joan and Irwin Jacobs Fritz J. and Dolores H. Russ Prize Richard and Rita Atkinson Kenneth A. Jonsson* Fund of the Russ College of ut Norman R. Augustine Tillie K. Lubin* Engineering and Technology at Craig and Barbara Barrett John F. McDonnell Ohio University rib t Jordan* and Rhoda Baruch The Ambrose Monell Foundation Raymond and Beverly Sackler Stephen D. Bechtel, Jr. Gordon and Betty Moore Bernard* and Rhoda Sarnat on Harry E. Bovay, Jr.* Robert* and Mayari Pritzker Leonard D. Schaeffer c

e Harvey V. Fineberg and Mary E. Richard L. and Hinda G. Sara Lee and Axel Schupf t Wilson Rosenthal* Anonymous (2) Cecil H. Green* Jack W. and Valerie Rowe riva $500,000 to $1 million 4 p 4 Rose-Marie and Jack R. Anderson Penny and Bill George, George Gilbert S. Omenn and Martha A.

201 John and Elizabeth Armstrong Family Foundation Darling Kenneth E. Behring William T.* and Catherine Shela and Kumar Patel Gordon Bell Morrison Golden William J. Rutter Elkan R.* and Gail F. Blout Thomas V. Jones* Herbert A. and Dorothea P. Carson Family Charitable Trust Cindy and Jeong Kim Simon* Charina Endowment Fund Ralph and Claire Landau* Raymond S. Stata Ralph J. and Carol M. Cicerone Asta* and William W. Lang Roy and Diana Vagelos James McConnell Clark Ruben F.* and Donna Mettler Alan M. Voorhees* Henry David* Dane and Mary Louise Miller Anonymous (1) Richard Evans* Philip and Sima Needleman Eugene Garfield Foundation Oliver E. and Gerda K. Nelson*

$250,000 to $500,000 The Agouron Institute Robert L. and Anne K. James Stephen* and Anne Ryan W. O. Baker* Mary and Howard* Kehrl Henry and Susan Samueli Warren L. Batts Janet and Richard M.* Morrow H. E. Simmons* Clarence S. Coe* Ralph S. O’Connor Judy Swanson Theodore Geballe Kenneth H. Olsen* Ted Turner Jerome H.* and Barbara N. Ann and Michael Ramage Leslie L. Vadasz Grossman Simon Ramo Charles M.* and Rebecca M. Vest William R. Jackson* Anne and Walt Robb

$100,000 to $250,000 Holt Ashley* A. James Clark William H. and Melinda F. Francisco J. and Hana Ayala W. Dale and Jeanne C. Compton Gates III William F. Ballhaus, Sr.* John D. Corbett* Nan and Chuck Geschke Thomas D.* and Janice H. Barrow Lance and Susan Davis Jack and Linda Gill H. H. and Eleanor F. Barschall* Roman W. DeSanctis George and Christine Gloeckler Elwyn and Jennifer Berlekamp Robert and Florence Deutsch Christa and Detlef Gloge Diane and Norman Bernstein Paul M. Doty* Estate of Avram Goldstein Bharati and Murty Bhavaraju Charles W. Duncan, Jr. Robert W. Gore Erich Bloch George and Maggie Eads Paul and Judy Gray David G. Bradley Robert and Cornelia Eaton Corbin Gwaltney Lewis M. Branscomb Dotty and Gordon England John O. Hallquist Sydney Brenner Olivia and Peter Farrell Margaret A. Hamburg and Peter F. George* and Virginia Bugliarello Michiko So* and Lawrence Brown Malin Burnham Finegold William M. Haney III Ursula Burns and Lloyd Bean Tobie and Daniel J.* Fink George and Daphne Hatsopoulos John and Assia Cioffi George and Ann Fisher John L. Hennessy Paul Citron and Margaret Carlson Harold K.* and Betty A. Forsen Jane Hirsh Citron William L. and Mary Kay Friend Chad and Ann Holliday M. Blakeman Ingle

*Deceased

36 Exhibit J, page 39 NAE Richard B. Johnston, Jr. Roger L. McCarthy David E. Shaw Anita K. Jones Robin K. and Rose M. McGuire Richard P. Simmons

Trevor O. Jones William W. McGuire Robert F. and Lee S. Sproull ions Thomas Kailath Burt and Deedee McMurtry Georges C. St. Laurent, Jr. Yuet Wai and Alvera Kan G. William* and Ariadna Miller Arnold and Constance Stancell ut

Leon K. and Olga Kirchmayer* Stanley L. Miller* Edward C. Stone rib

Frederick A. Klingenstein Joe and Glenna Moore John and Janet Swanson t William I. Koch David and Lindsay Morgenthaler Charlotte and Morris Tanenbaum Gail F. Koshland Clayton Daniel and Patricia L. Peter and Vivian Teets on c

Jill Howell Kramer Mote Gary and Diane Tooker e Kent Kresa Ellen and Philip Neches Martha Vaughan t John W. Landis* Susan and Franklin M. Orr, Jr. Andrew and Erna* Viterbi

Janet and Barry Lang David Packard* John C. Wall riva Gerald and Doris Laubach Charles and Doris Pankow* Robert and Joan Wertheim David M.* and Natalie Lederman Larry and Carol Papay Robert M. and Mavis E. White p 4 Bonnie Berger and Frank Thomson Jack S. Parker* John C. Whitehead Leighton Edward E. Penhoet Wm. A. Wulf 201 Frances and George Ligler Allen E.* and Marilynn Puckett Ken Q. Xie Whitney and Betty MacMillan Richard F. and Terri W. Rashid Tachi and Leslie Yamada Asad M., Gowhartaj, and Jamal Henry M. Rowan Adrian Zaccaria Madni Joseph E. and Anne P. Rowe* Alejandro Zaffaroni* Davis L. Masten and Christopher Maxine L. Savitz Janet and Jerry Zucker Ireland Wendy and Eric Schmidt Anonymous (1)

Golden Bridge Society In recognition of NAE members and friends who have made lifetime contributions totaling $20,000 to $99,999. We acknowledge contributions made as personal gifts or as gifts facilitated by the donor through a donor- advised fund, matching gift program, or family foundation. Names in bold are NAE members. $50,000 to $99,999

William F. Allen, Jr. Robert C. and Marilyn G. Forney John Neerhout, Jr. Jane K. and William F. Ballhaus, Jr. Michael W. Hunkapiller Ronald and Joan Nordgren Barry W. Boehm Robert E. Kahn Roberto Padovani Kristine L. Bueche Paul and Julie Kaminski Elisabeth Paté-Cornell William Cavanaugh Rita Vaughn and Theodore C.* Ronald L. Rivest Joseph V. Charyk Kennedy Ellen and George A.* Roberts Lester and Renee Crown Johanna M.H. Levelt Sengers Jonathan J. Rubinstein Ruth A. David Joan M. and Frank W.* Luerssen Warren G. Schlinger Nicholas M. Donofrio Darla and George E. Mueller Leo John* and Joanne Thomas James O. Ellis, Jr. Cynthia J. and Norman A. Nadel Julia and Johannes Weertman Thomas E. Everhart Jaya and Venky Narayanamurti Sheila E. Widnall

$20,000 to $49,999 Andreas and Juana Acrivos R. Byron Bird Joseph M. Colucci Rodney C. Adkins Diane and Samuel W. Bodman Ross and Stephanie Corotis Alice Merner Agogino Kathleen and H. Kent Bowen Malcolm R. Currie Clarence R. Allen Corale L. Brierley Ruth M. Davis* and Benjamin Valerie and William A. Anders James A. Brierley Lohr Seta and Diran Apelian Rodney A. Brooks Mary P. and Gerald P.* Dinneen Wm. Howard Arnold Harold Brown E. Linn Draper, Jr. Kamla* and Bishnu S. Atal Corbett Caudill Mildred S. Dresselhaus Clyde and Jeanette Baker Selim A. Chacour James J. Duderstadt William F. Banholzer Josephine Cheng Stephen N. Finger David K. Barton Sunlin Chou Edith M. Flanigen Daniel and Frances Berg Uma Chowdhry Samuel C. Florman Becky and Tom Bergman G. Wayne Clough Bonnie and Donald N.* Frey

*Deceased

37 Exhibit J, page 40 2014 Elsa M. Garmire and Robert H. Charles C. Ladd Joy and George* Rathmann Russell Cato and Cynthia Laurencin Eberhardt* and Deedee Rechtin ions Richard L. and Lois E. Garwin Yoon-Woo Lee Kenneth and Martha Reifsnider Arthur and Helen Geoffrion Jane and Norman N. Li Jerry Sanders III ut Louis V. Gerstner, Jr. Jack E. Little Linda S. Sanford

rib Martin E. and Lucinda Glicksman Thomas and Caroline Maddock Roland W. Schmitt t Arthur L. and Vida F. Goldstein Artur Mager Donald R. Scifres Mary L. Good Thomas J. Malone Martin B. and Beatrice E. Sherwin on Joseph W. Goodman James F. Mathis David B. and Virginia H. Spencer c e Paul E. Gray James C. McGroddy Joel S. Spira t Delon Hampton Richard A. Meserve Richard J. Stegemeier Wesley L. Harris James K. and Holly T. Mitchell Henry E. Stone riva Janina and Siegfried Hecker Van and Barbara Mow Stanley D. Stookey Robert and Darlene Hermann Cherry A. Murray Daniel M. Tellep 4 p 4 David and Susan Hodges Narayana Murthy and Sudha David W. Thompson Bettie and Kenneth F.* Holtby Murty James M. and Ellen Weston Tien 201 Edward E. Hood, Jr. Dale and Marge* Myers Raymond Viskanta Edward G.* and Naomi Jefferson Robert M. and Marilyn R. Nerem Robert and Robyn Wagoner Min H. Kao Simon Ostrach Daniel I. Wang John and Wilma Kassakian Arogyaswami J. Paulraj Albert R. C. and Jeannie Westwood James R.* and Isabelle Katzer Paul S. Peercy Willis S. White, Jr. Robert M. and Pauline W. Koerner Donald E. Petersen John J. Wise James N. Krebs Dennis J. Picard Edgar S. Woolard, Jr. Lester C.* and Joan M. Krogh John W. and Susan M. Poduska A. Thomas Young

Heritage Society In recognition of members and friends who have included the National Academy of Sciences, National Academy of Engineering, or Institute of Medicine in their estate plans or made some other type of planned gift to the Academies. Names in bold are NAE members.

Andreas and Juana Acrivos Morrel H. Cohen Asta* and William W. Lang Gene M. and Marian Amdahl Stanley N. Cohen Daniel P. Loucks Betsy Ancker-Johnson Colleen Conway-Welch R. Duncan* and Carolyn Scheer John C. Angus Ross and Stephanie Corotis Luce John and Elizabeth Armstrong Ellis and Bettsy Cowling Thomas and Caroline Maddock Norman R. Augustine Molly Joel Coye Artur Mager Jack D. Barchas Barbara J. Culliton Jane Menken Harrison H. and Catherine C. Malcolm R. Currie Arno G. Motulsky Barrett Peter N. Devreotes Van and Barbara Mow Stanley Baum Mildred S. Dresselhaus Guido Munch Clyde J. Behney Gerard W. Elverum Mary O. Mundinger Daniel and Frances Berg Emanuel and Peggy Epstein Philip and Sima Needleman Paul Berg Tobie and Daniel J.* Fink Norman F. Ness Elkan R.* and Gail F. Blout Robert C. and Marilyn G. Forney Ronald and Joan Nordgren Enriqueta C. Bond Arthur and Helen Geoffrion Gilbert S. Omenn and Martha A. Daniel Branton Paul H. Gilbert Darling Robert and Lillian Brent Martin E. and Lucinda Glicksman William* and Constance Opie Corale L. Brierley George and Christine Gloeckler Bradford W. and Virginia W. James A. Brierley Christa and Detlef Gloge Parkinson Lenore and Rob Briskman Joseph W. Goodman Zack T. Pate Kristine L. Bueche Chushiro* and Yoshiko Hayashi Frank Press Dorit Carmelli Larry L. Hench Simon Ramo Peggy and Thomas Caskey Thomas S. Inui James J. Reisa, Jr. A. Ray Chamberlain Richard B. Johnston, Jr. Alexander Rich Linda and Frank Chisari Anita K. Jones Emanuel P. Rivers Rita K. Chow Jerome Kagan Richard J. and Bonnie B. Robbins John A. Clements Diana S. and Michael D. King C. Ruth and Eugene Roberts D. Walter Cohen Norma M. Lang James F. Roth

*Deceased

38 Exhibit J, page 41 NAE Esther and Lewis Rowland Arnold and Constance Stancell John C. Wall Sheila A. Ryan H. Eugene Stanley Robert and Joan Wertheim

Paul R. Schimmel Rosemary A. Stevens Maw-Kuen Wu ions Stuart F. Schlossman John and Janet Swanson Wm. A. Wulf Rudi* and Sonja Schmid John A. Swets Tilahun D. Yilma ut

Kenneth I. Shine Esther S. Takeuchi Michael Zubkoff rib

Robert L. Sinsheimer Paul and Pamela Talalay Anonymous (2) t on

Foundations, Corporations, and Other Organizations c e Lifetime t In recognition of foundations, corporations, and other organizations that have given gifts or grants totaling

$1 million or more to the National Academy of Sciences, National Academy of Engineering, or Institute of riva Medicine. Names in bold have supported the NAE. 4 p 4 $25 million or more 201 Carnegie Corporation of New The Bill & Melinda Gates W.M. Keck Foundation York Foundation W.K. Kellogg Foundation The Ford Foundation The Robert Wood Johnson The Koshland Foundation Foundation $10 million to $25 million Arnold and Mabel Beckman The William and Flora Hewlett The Andrew W. Mellon Foundation Foundation Foundation The Charles Stark Draper Howard Hughes Medical Institute The Cynthia and George Mitchell Laboratory The John D. and Catherine T. Foundation MacArthur Foundation Alfred P. Sloan Foundation $5 million to $10 million Michael and Susan Dell The Irvine Company The Pew Charitable Trusts Foundation Kaiser Permanente The Rockefeller Foundation The Grainger Foundation The Kavli Foundation

$1 million to $5 million American Board of Family The California Endowment International Business Machines Medicine California HealthCare Foundation Corporation American Cancer Society, Inc. Margaret A. Cargill Foundation Johnson & Johnson American Legacy Foundation Chevron Corporation The JPB Foundation American Public Transportation Chrysler Group LLC JSM Charitable Trust Association The Commonwealth Fund Ewing Marion Kauffman America’s Health Insurance Plans The Dow Chemical Company Foundation Foundation E.I. du Pont de Nemours & The Susan G. Komen Breast Amgen, Inc. Company Cancer Foundation Association of American Railroads Eastman Kodak Company Daniel E. Koshland, Jr. Family AstraZeneca Pharmaceuticals LP The Ellison Medical Foundation Fund AT&T Corporation ExxonMobil Corporation The Kresge Foundation Atkinson Family Foundation ExxonMobil Foundation Eli Lilly and Company The Atlantic Philanthropies (USA) Ford Motor Company Lockheed Martin Corporation Craig & Barbara Barrett General Electric Company Richard Lounsbery Foundation Foundation General Motors Company Josiah Macy, Jr. Foundation Battelle GlaxoSmithKline Merck & Company, Inc. S.D. Bechtel, Jr. Foundation William T. Grant Foundation Merck Company Foundation Blue Shield of California Great Lakes Protection Fund Microsoft Corporation Foundation The Greenwall Foundation The Ambrose Monell Foundation The Boeing Company The John A. Hartford Foundation Monsanto Company Bristol-Myers Squibb Company Hewlett-Packard Company Gordon and Betty Moore Burroughs Wellcome Fund Intel Corporation Foundation

*Deceased

39 Exhibit J, page 42 2014 National Multiple Sclerosis Society Pfizer, Inc. Raymond & Beverly Sackler Northrop Grumman Corporation Robert Pritzker Family Foundation Foundation ions Nuclear Threat Initiative Research Corporation for Science Sanofi-Aventis O’Donnell Foundation Advancement The Spencer Foundation ut The David and Lucile Packard Rockefeller Brothers Fund The Starr Foundation

rib Foundation Richard & Hinda Rosenthal Robert W. Woodruff Foundation t Peter G. Peterson Foundation Foundation Xerox Corporation on

c Annual e

t In recognition of foundations, corporations, or other organizations that made gifts or grants to support the National Academy of Engineering in 2014. riva Ruth and Ken Arnold Family General Aero-Science Consultants, Dale and Marge Myers Fund at the Fund at the Houston Jewish LLC San Diego Foundation 4 p 4 Community Foundation Geosynthetic Institute National Action Council for

201 Arnold Charitable Fund at Schwab Gerstner Family Foundation Minorities in Engineering Charitable Fund The Geschke Foundation at the National Financial Services Avid Solutions Industrial Process Silicon Valley Community Newmont Mining Corporation Control Foundation Pfizer, Inc. Hood Family Fund of the Bank of Google, Inc. Philanthropic Ventures Foundation America Charitable Gift Fund The Grainger Foundation PJM Interconnection The Baruch Fund Gramp Foundation The Procter & Gamble Company Bell Family Foundation Gratis Foundation Qualcomm, Inc. David and Sharon Kuck Family Greater Cincinnati SMPS Robbins Family Fund at the Seattle Fund of the Bessemer National Indo-US Science and Technology Foundation Gift Fund Forum Henry M. Rowan Family The Boeing Company Innovyze Foundation Card Family Foundation International Business Machines Samueli Foundation Castaing Family Foundation Corporation Southwest Research Institute Cornell University Foundation Joan and Irwin Jacobs Fund of the Ray & Maria Stata Family Cummins, Inc. Jewish Community Foundation Charitable Fund Carl de Boor Advised Fund of W.M. Keck Foundation Ken and Ann Stinson Fund of the the Orcas Island Community Kresa Family Foundation Omaha Community Foundation Foundation Lockheed Martin Corporation Morris & Charlotte Tanenbaum The Charles Stark Draper Margaret and Ross MacDonald Family Foundation Laboratory Charitable Fund of the Triangle The Engineering Center Education E.I. du Pont de Nemours and Community Foundation Trust Company Massachusetts Institute of University of Toronto Ellis Family Charitable Fund at Technology USG Foundation Schwab Charitable Fund Mayden Philanthropic Fund of Weinig Foundation Employees Charity Organization the Jewish Federation of Silicon The White Family Trust of Northrop Grumman Valley Xerox Corporation ExxonMobil Corporation Medtronic Foundation Xie Foundation ExxonMobil Foundation Microsoft Corporation Zarem Foundation Fortinet Gordon and Betty Moore Zerhouni Family Charitable GE Foundation Foundation Foundation

NAE 50th Anniversary Sponsors In recognition of foundations, corporations, or other organizations that made gifts or grants to support the 50th Anniversary of the National Academy of Engineering in 2014.

We have made every effort to list donors accurately and according to their wishes. If we have made an error, please accept our apologies and contact the Development Office at 202.334.2431 or [email protected] so we can correct our records.

40 Exhibit J, page 43 NAE Exhibit J, page 44 2014 NATIONAL ACADEMY OF ENGINEERING FUND December 31, 2014 and 2013

Independent Auditor’s Report Independent Auditor’s Report

To the Board of Trustees NationalTo the Board Academy of Trustees of Engineering FundIndependent Auditor’s Report Washington,National Academy D.C. of Engineering Fund Washington, D.C. Independent Auditor’s Report To the Board of Trustees National Academy of Engineering Fund Report on the Financial Statements Washington, D.C. ToWeReport the have Board on audited the of Financial Trustees the accompanying Statements financial statements of the National Academy of Engineering Fund National(theWe haveFund) Academy audited which comprisethe of Engineeringaccompanying the statement Fund financials of financialstatements position of the asNational of December Academy 31, of2014 Engineering and 2013 Fund, and Washington,the(the related Fund) whichstatements D.C. comprise of activities the statement and cashs of flows financial for theposition years asthen of Decemberended and 31, the 2014 related and notes 2013 to, andthe thefinancialReport related on statements. statementsthe Financial of activitiesStatements and cash flows for the years then ended and the related notes to the financialWe have statements. audited the accompanying financial statements of the National Academy of Engineering Fund (the Fund) which comprise the statements of financial position as of December 31, 2014 and 2013, and ReportManagement on the’s Financial Responsibility Statements for the Financial Statements the related statements of activities and cash flows for the years then ended and the related notes to the WeManagement have audited is’s responsibleResponsibility the accompanying for the for preparation thefinancial Financi statements andal Statements fair presentation of the National of these Academy financial of Engineering statements Fundin financial statements. (theaccordanceManagement Fund) which with is responsible accountingcomprise the forprinciplesstatement the preparation generallys of financial and accepted fair position presentation in the as United of December of theseStates financial of31, America; 2014 statements and this 2013 includes ,inand thetheaccordance relateddesign, statementsimplementation with accounting of activitiesand principles maint andenance generallycash flows of internalaccepted for the control year in thes thenrelevant United ended States to theand preparationof the America; related andthisnotes includesfair to the financialManagementpresentationthe design, statements. implementation of’s financial Responsibility statementsand maintfor thethatenance Financiare free of alinternal from Statements material control misstatement, relevant to the whether preparation due toand fraud fair or Management is responsible for the preparation and fair presentation of these financial statements in error.presentation of financial statements that are free from material misstatement, whether due to fraud or Managementerror.accordance with’s Responsibility accounting principles for the generally Financial accepted Statements in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair ManagementAuditor’s Responsibility is responsible for the preparation and fair presentation of these financial statements in presentation of financial statements that are free from material misstatement, whether due to fraud or accordanceOurAuditor responsibility’s Responsibility with accounting is to express principles an opinion generally on these accepted financial in thestatements United States based of on America; our audit thiss. We includes error. theOurconducted design, responsibility ourimplementation audit is stoin express accordanceand an maint opinion withenance auditing on ofthese internal standards financial control generallystatements relevant accepted tobased the preparation onin theour Unitedaudit ands. StatesWe fair of presentationconductedAmerica. Those our of auditfinancial standardss in accordancestatements require that thatwith we areauditing plan free and from standards perform material generallythe misstatement, audit toaccepted obtain whether reasonable in the Uniteddue toassurance fraudStates or of error.AuditoraboutAmerica. whether’s Those Responsibility the standards financial requirestatements that weare planfree andfrom performmaterial the misstatement. audit to obtain reasonable assurance Ourabout responsibility whether the isfinancial to express statements an opinion are on free these from financialmaterial statements misstatement. based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of AuditorAn audit’ sinvolves Responsibility performing procedures to obtain audit evidence about the amounts and disclosures in America. Those standards require that we plan and perform the audit to obtain reasonable assurance OurtheAn audit financialresponsibility involves statements. performingis to express The proceduresprocedures an opinion toselected on obtain these auditdepend financial evidence on statements the auditorabout thebased’s judgment, amounts on our andincludingaudit disclosuress. We the in about whether the financial statements are free from material misstatement. conductedtheassessment financial our statements.of auditthe riskss in accordanceof The material procedures misstatement with auditing selected standardsof depend the financial on generally the statements, auditor accepted’s judgment, whether in the includingUniteddue to fraudStates the or of America.error.assessment In making Those of the standardsthose risks risk of assessments,materialrequire that misstatement we the plan auditor and of perform theconsiders financial the internal audit statements, to control obtain whether relevantreasonable due to the toassurance fraud entity or’s An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in aboutpreparationerror. Inwhether making and the thosefair financial presentation risk assessments, statements of the arefinancial the free auditor from statements considersmaterial in misstatement. orderinternal to controldesign relevantaudit procedures to the entity that’s are the financial statements. The procedures selected depend on the auditor’s judgment, including the appropriatepreparation inand the fair circumstances, presentation of but the not financial for the purposestatements of expressingin order to designan opinion audit on procedures the effectiveness that are of assessment of the risks of material misstatement of the financial statements, whether due to fraud or Antheappropriate auditentity involves’s internalin the performing circumstances, control. Accordingly, procedures but not we tofor obtainexpress the purpose audit no suchevidence of expressing opinion. about An anthe audit opinion amounts also on includes and the disclosureseffectiveness evaluating in of error. In making those risk assessments, the auditor considers internal control relevant to the entity’s thethe financialappropriatenessentity’s internal statements. control. of accounting The Accordingly, procedures policies we selected used express and depend nothe such reasonableness on opinion.the auditor An’ sauditof judgment, significant also includes including accounting evaluating the preparation and fair presentation of the financial statements in order to design audit procedures that are assessmentestimatesthe appropriateness made of the by risks management, of accounting of material as policiesmisstatement well as used evaluating and of the the thefinancial reasonableness overall statements, presentation of significant whether of the due financialaccounting to fraud or appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of error.statements.estimates In making made thoseby management, risk assessments, as well theas evaluatingauditor considers the overall internal presentation control relevant of the financial to the entity ’s preparationstatements.the entity’s internaland fair control.presentation Accordingly, of the financial we express statements no such in opinion. order to An design audit auditalso includesprocedures evaluating that are the appropriateness of accounting policies used and the reasonableness of significant accounting appropriateWe believe thatin the the circumstances, audit evidence but we not have for obtainedthe purpose is sufficient of expressing and appropriate an opinion toon provide the effectiveness a basis for of estimates made by management, as well as evaluating the overall presentation of the financial theourWe entityauditbelieve ’opinion.s internalthat the control. audit evidence Accordingly, we have we expressobtained no is suchsufficient opinion. and Anappropriate audit also to includes provide evaluatinga basis for theourstatements. appropriatenessaudit opinion. of accounting policies used and the reasonableness of significant accounting estimatesOpinion made by management, as well as evaluating the overall presentation of the financial We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for statements.InOpinion our opinion, the financial statements referred to above present fairly, in all material respects, the our audit opinion. financialIn our opinion, position the of financial the National statements Academy referred of Engineering to above present Fund as fairly, of December in all material 31, 2014 respects, and 2013 the , and Wethefinancial changebelieve position sthatin its the of net auditthe assets National evidence and Academy its we cash have flows of obtained Engineering for the is year sufficient Funds then as and ended of Decemberappropriate in accordance 31, to 2014provide with and accountinga 2013basis, forand ourtheOpinionprinciples audit change opinion. generallys in its net accepted assets andin the its Unitedcash flows States for of the America. years then ended in accordance with accounting Inprinciples our opinion, generally the financial accepted statements in the United referred States to ofabove America. present fairly, in all material respects, the Opinionfinancial position of the National Academy of Engineering Fund as of December 31, 2014 and 2013, and Inthe our change opinion,s in theits netfinancial assets statements and its cash referred flows forto above the year presents then fairly, ended in in all accordance material respects, with accounting the financialprinciples position generally of theaccepted National in theAcademy United of States Engineering of America. Fund as of December 31, 2014 and 2013, and Gaithersburg, Maryland theGaithersburg, changes in Maryland its net assets and its cash flows for the years then ended in accordance with accounting principlesJune 8, 2015 generally accepted in the United States of America. June 8, 2015 Gaithersburg, Maryland 1 June 8, 2015 1 Gaithersburg, Maryland June 8, 2015 1 42 Exhibit J, page1 45 NAE National Academy of Engineering Fund Statements of Financial Position National Academy of Engineering Fund

Statements of Financial Position December 31, 2014 and 2013

2014 2013 Assets (Note 1) Current Assets Cash and cash equivalents $ 876,464 $ 516,728 Contributions receivable 100,109 1,479,637 Prepaid expenses 49,327 37,295 Short-term investments 1,859,009 3,143,560 Investment draw receivable 4,058,462 1,402,697 Promises to give (note 2) 1,584,614 815,694 Total current assets 8,527,985 7,395,611

Non-Current Assets Promises to give–long-term portion, net (note 2) 2,828,724 868,993 Beneficial interest in split interest agreements 413,045 702,297 Investments (note 3) 64,445,161 63,654,109 Total non-current assets 67,686,930 65,225,399

Total assets $ 76,214,915 $ 72,621,010

Liabilities and Net Assets (Note 1) Current Liabilities Accounts payable–due to National Academy of Sciences (note 6) $ 1,132,446 $ 1,318,116

Net Assets Unrestricted 28,131,814 27,356,400 Temporarily restricted (note 4) 17,183,540 14,198,274 Permanently restricted (note 4, 5) 29,767,115 29,748,220 Total net assets 75,082,469 71,302,894

Total liabilities and net assets $ 76,214,915 $ 72,621,010

See Notes to Financial Statements.

43 Exhibit J, page 46 2014 National Academy of Engineering Fund Statement of Activities National Academy of Engineering Fund

Statement of Activities Year Ended December 31, 2014

Temporarily Permanently Unrestricted Restricted Restricted Total Support and Revenue Contributions (note 1) $ 1,407,235 $ 5,749,275 $ 18,895 $ 7,175,405 Realized gain on investments (note 3) 1,195,212 1,509,767 - 2,704,979 Interest and dividends (note 3) 146,584 185,430 - 332,014 Membership dues 230,180 - - 230,180 Registration fees 165,905 - - 165,905 Miscellaneous revenue 4,131 - - 4,131 Net assets released from restrictions: Satisfaction of program restrictions 4,780,942 (4,780,942) - - Satisfaction of time restrictions 95,370 (95,370) - - Total support and revenue 8,025,559 2,568,160 18,895 10,612,614

Expenses Program services: Programs 3,702,836 - - 3,702,836 Awards 1,469,791 - - 1,469,791 Member programs 510,753 - - 510,753 Support for NRC and NAS 248,728 - - 248,728 5,932,108 - - 5,932,108

Support services: Operations 1,115,480 - - 1,115,480 Fundraising 906,264 - - 906,264 2,021,744 - - 2,021,744 Total expenses 7,953,852 - - 7,953,852

Change in net assets before unrealized gain on investments 71,707 2,568,160 18,895 2,658,762

Unrealized Gain on Investments (note 3) 703,707 417,106 - 1,120,813

Change in net assets 775,414 2,985,266 18,895 3,779,575

Net Assets Beginning 27,356,400 14,198,274 29,748,220 71,302,894

Ending $ 28,131,814 $ 17,183,540 $ 29,767,115 $ 75,082,469

See Notes to Financial Statements.

3 44 Exhibit J, page 47 NAE National Academy of Engineering Fund Statement of Activities National Academy of Engineering Fund

Statement of Activities Year Ended December 31, 2013

Temporarily Permanently Unrestricted Restricted Restricted Total Support and Revenue Contributions (note 1) $ 1,578,451 $ 6,630,414 $ 38,903 $ 8,247,768 Realized gain on investments (note 3) 364,439 448,853 - 813,292 Interest and dividends (note 3) 121,034 148,083 - 269,117 Membership dues 257,180 - - 257,180 Registration fees 138,392 - - 138,392 Miscellaneous revenue 5,892 2,796 - 8,688 Net assets released from restrictions: Satisfaction of program restrictions 4,921,571 (4,921,571) - - Satisfaction of time restrictions 109,124 (109,124) - - Total support and revenue 7,496,083 2,199,451 38,903 9,734,437

Expenses Program services: Programs 3,144,803 - - 3,144,803 Awards 2,127,698 - - 2,127,698 Member programs 438,502 - - 438,502 Support for NRC and NAS 245,381 - - 245,381 5,956,384 - - 5,956,384

Support services: Operations 1,469,253 - - 1,469,253 Fundraising 877,744 - - 877,744 2,346,997 - - 2,346,997 Total expenses 8,303,381 - - 8,303,381

Change in net assets before unrealized gain on investments (807,298) 2,199,451 38,903 1,431,056

Unrealized Gain on Investment 3,543,248 2,790,960 - 6,334,208

Change in net assets 2,735,950 4,990,411 38,903 7,765,264

Net Assets Beginning 24,620,450 9,207,863 29,709,317 63,537,630

Ending $ 27,356,400 $ 14,198,274 $ 29,748,220 $ 71,302,894

See Notes to Financial Statements.

4 45 Exhibit J, page 48 2014 National Academy of Engineering Fund Statements of Cash Flows National Academy of Engineering Fund

Statements of Cash Flows Years Ended December 31, 2014 and 2013

2014 2013 Cash Flows From Operating Activities Changes in net assets $ 3,779,575 $ 7,765,264 Adjustments to reconcile change in net assets to net cash used in operating activities: Realized gain on investments (2,704,979) (813,292) Unrealized gain on investments (1,120,813) (6,334,208) Increase in discount on promises to give 107,690 5,629 Contributions restricted to investment in perpetuity (18,895) (38,903) Changes in assets and liabilities: (Increase) decrease in: Contributions receivable 1,379,528 (1,288,697) Promises to give (2,836,341) (566,782) Beneficial interest in split interest agreements 153,021 (52,892) Award medals and other assets - 23,505 Prepaid expenses (12,032) 36,047 Increase (decrease) in: Accounts payable – National Academy of Sciences (185,670) (20,469) Net cash used in operating activities (1,458,916) (1,284,798)

Cash Flows From Investing Activities Proceeds from sale of investments 53,925,356 15,482,171 Purchases of investments (49,469,834) (14,913,488) Investment draw in transit (2,655,765) (81,568) Net cash provided by investing activities 1,799,757 487,115

Cash Flows From Financing Activities Contributions restricted to investment in perpetuity 18,895 38,903 Net cash provided by financing activities 18,895 38,903

Net increase (decrease) in cash and cash equivalents 359,736 (758,780)

Cash and Cash Equivalents Beginning 516,728 1,275,508

Ending $ 876,464 $ 516,728

Supplemental Disclosure of Cash Flow Information Cash paid for taxes $ 5,004 $ 40,212

See Notes to Financial Statements.

5 46 Exhibit J, page 49 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements Notes to Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies Nature of activities: The National Academy of Engineering Fund (the Fund) is an independent nonprofit organization established by the National Academy of Engineering (NAE) to collect and disburse funds for accomplishing the goals of NAE. NAE operates within the charter and framework of the National Academy of Sciences (NAS), which accounts for NAE’s expenses. The operating expenditures of NAE are accounted for by offices of NAS and are offset by reimbursement from funds received from the Fund and from contracts and grants administered by NAS. The net expenditures of NAE are paid by the Fund to balance accounts with NAS.

A summary of the Fund’s significant accounting policies follows:

Basis of accounting: The Fund’s financial statements are prepared using the accrual basis of accounting in accordance with the generally accepted accounting principles in the United States of America (U.S. GAAP), whereby revenue is recognized when earned and expenses are recognized when incurred.

Basis of presentation: The Fund follows the Not-for-Profit Entities Topic of the Financial Accounting Standards Board Accounting Standards Codification (the Codification). Under this Topic, the Fund is required to report the information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets and permanently restricted net assets. The three classes of net assets are as follows:

Unrestricted net assets: Unrestricted net assets generally result from revenue derived from providing services, receiving unrestricted contributions, unrealized and realized gains and losses and receiving dividends and interest from investing in income-producing unrestricted assets, less expenses incurred in providing services, raising contributions and performing administrative functions.

Temporarily restricted net assets: Temporarily restricted net assets consist of amounts that are subject to donor-imposed time or purpose restrictions and income earned on temporarily and permanently restricted net assets. The Fund is permitted to use or expend the donated assets in accordance with the donor restriction.

Permanently restricted net assets: Permanently restricted net assets consist of assets whose use is limited by donor-imposed restrictions that neither expire by the passage of time nor can be fulfilled or otherwise removed by action of the Fund. The restrictions stipulate that resources be maintained permanently, but permit the Fund to expend the income generated in accordance with the provisions of the agreement. Permanently restricted net assets consist of the following:

Gordon Prize represents an endowment given by the donor for the purpose of establishing and awarding an annual prize in honor of Bernard M. Gordon. It is the Fund’s intention to use the investment earnings of the endowment to cover the expenses incurred in connection with administration of the prize and in providing the honorarium awarded with the prize.

Draper Prize represents an endowment given by the donor for the purpose of establishing and awarding an annual prize in honor of the memory of Charles Stark Draper. It is the Fund’s intention to use the investment earnings of the endowment to cover the expenses incurred in connection with administration of the prize and in providing the honorarium awarded with the prize.

47 Exhibit J, page 50 2014 National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies (Continued) Wm. A. Wulf Initiative for Engineering Excellence represents an endowment to ensure the future of programs that Bill Wulf instituted as president and provide his successor some flexibility in addressing the most pressing issues before the engineering community and the nation at any given time.

Capital Preservation and Hans Reissner represent endowments requiring principal be maintained in perpetuity and that only the income be used for general operations of NAE.

Senior Scholar represents an endowment to support an outstanding member of industry or another field working as an advisor and assistant to the president of NAE in the management and execution of NAE’s programmatic activities.

Young Engineer represents an endowment to support programs aimed at engaging engineers at a younger age in the activities of NAE and to provide an opportunity to identify nominees from industry for membership in NAE.

Simon Ramo Founders Award represents an endowment requiring that the principal be maintained in perpetuity and that the income be used to support the “Simon Ramo Founders Award” given each year at the annual meeting.

Industry Scholar represents an endowment to support fellowships for recently retired corporate executives to assist with strategy and management of program activities in NAE and the National Research Council (NRC).

Hollomon represents an endowment requiring that the principal be maintained in perpetuity and that the income be used to support the Hollomon Fellow.

Cash and cash equivalents: For purposes of reporting cash flows, the Fund considers all investments purchased with an original maturity of three months or less to be cash equivalents, except for the cash in the investment portfolio, which will be reinvested on a long-term basis.

Contributions receivable: Contributions receivables include contributions collected near or at year end by NAS for the Fund but not yet received by the Fund as of December 31, 2014 and 2013.

Short-term investments: These investments consist of money market accounts that are used to fund normal operations of the Fund. The money market accounts are not publicly traded and are therefore, held at cost.

Investment draw receivable: The Fund is eligible to draw 5% from one of its investment funds annually. This transfer crosses fiscal years and is recorded as a receivable until the cash is received by the Fund.

Promises to give: Unconditional promises to give are recognized as revenue and receivables in the period the promises are made. Unconditional promises to give that are expected to be collected within one year are recorded at their net realizable value. Unconditional promises to give that are expected to be collected in future years are recorded at the present value of their estimated future cash flows. The discounts on those amounts are computed using rates commensurate with the risk involved applicable to the years in which the promises are received. The discount rates used range from 0.25% to 1.62% for the years ended December 31, 2014 and 2013. Amortization of the discounts is included in contribution revenue. Based on management’s evaluation of the collectability of receivables, there is no provision for doubtful promises to give at December 31, 2014 and 2013. Conditional promises to give are not included as support until the conditions are substantially met.

48 Exhibit J, page 51 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies (Continued) Beneficial interest in split interest agreements: Charitable gift annuity agreements are classified as a beneficial interest in split interest agreements in the statements of financial position. The Fund has been notified that it was designated as the remainder beneficiary for several charitable remainder trusts. The Fund has an agreement with NAS, where NAS, rather than the Fund, serves as the trustee of the assets for all but one of the agreements and related assets. The Fund has recorded an asset and contribution revenue equal to the present value of the remainder interest.

The remainder interest was determined by using the fair market value of trust assets, less the estimated distributions by NAS, to the income beneficiary over the Trust term. Upon termination of an annuity, the remainder interest in the asset is available for use by the Fund as restricted or unrestricted assets in accordance with the donor’s designation. On an annual basis, the Fund re-measures the value of the asset using current assumptions. Any change in such value is recorded as a change in value of split- interest agreements on the statement of activities.

Investments: Investments are carried at fair market value, as discussed in Note 3. Investment income or loss is included in the change in unrestricted net assets unless the income is restricted by donor or law. Unrealized gains and losses are reflected in the statement of activities as non-operating.

Financial risk: The Fund maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such accounts. The Fund believes it is not exposed to any significant credit risk on cash.

The Fund invests in professionally managed portfolios that contain equity and fixed income mutual funds, common shares of publicly traded companies, exchange traded funds, hedge funds, fund of funds, a limited partnership and private equity funds. Such investments are exposed to various risks such as interest rate, market and credit risk. Due to the level of risk associated with such investments and the level of uncertainty related to change in the value of such investments, it is at least reasonably possible that changes in risks in the near term would materially affect investment balances and the amounts reported in the financial statements.

Support and revenue: The Fund reports gifts of cash and other assets as restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, (that is, when a stipulated time restriction ends or purpose restriction is accomplished) temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. Unrestricted gifts of cash and other assets are recorded in revenue, gains and other support when received or in the period in which such amounts are estimable. Membership dues are recognized as a contribution in the year it is received. Revenues from special events are recognized at the time the event occurs.

Allocation of expenses: The costs of providing various programs and other activities have been summarized on a functional basis in the statement of activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited as follows:

Programs: Programs that address relevant issues in the engineering field including, but not limited to: Education, Engineering Practice and the Engineering Workforce; Engineering and the Environment; Engineering, the Economy and Society; Information Technology and Society; National Security and Crime Prevention; and Public Policy and Program Reviews.

49 Exhibit J, page 52 2014 National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies (Continued) Awards: NAE presents five awards: the Bernard M. Gordon Prize, the Charles Stark Draper Prize for Engineering, the Fritz J. and Dolores H. Russ Prize, the Arthur M. Bueche Award and the Simon Ramo Founders Award. Activities include soliciting nominations, selection of the recipients, announcement of the recipients and presentation of the prizes.

Member Programs: Organization and administration of the Annual Meeting and publication of NAE Memorial Tributes.

Support for NRC and NAS: Contributions to joint activities of the National Academies, including, but not limited to, the NAS/NAE/IOM Committee on Human Rights, the African American History Program, Community Service Projects and the International Visitors Office.

Operations: Includes the functions necessary to provide an adequate working environment, provide coordination and articulation of the Fund’s programs, secure proper administrative function of the Board of Trustees, maintain competent legal services for program administration and manage the financial and budgetary responsibilities of the Fund.

Fundraising: Provides the structure necessary to encourage and secure private financial support from individuals, foundations and corporations.

Income taxes: The Fund is incorporated under the District of Columbia Non-Profit Corporation Act and is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code. In addition, the Fund has been determined by the Internal Revenue Service not to be a private foundation. The Fund is required to remit income taxes to the federal government and the District of Columbia for unrelated business income. For the years ended December 31, 2014 and 2013, there was unrelated business income of $72,210 and $53,851, respectively.

The Fund complies with the accounting standard on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Fund may recognize the tax benefit from an uncertain tax position; only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes and accounting in interim periods. The Fund had no such positions recorded in the financial statements at December 31, 2014 and 2013. Generally, the Fund is no longer subject to U.S. federal income tax positions by tax authorities for years before 2011.

Use of estimates: In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. The most significant assumptions relate to the realization of pledges receivable and the fair value measurement of investments. Actual results could differ from those estimates.

50 Exhibit J, page 53 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 1. Nature of Activities and Significant Accounting Policies (Continued) Upcoming accounting pronouncement: In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820); Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This ASU removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This ASU is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented.

Subsequent events: The Fund evaluated subsequent events June 8, 2015, which is the date the financial statements were available to be issued.

Note 2. Promises to Give Promises to give are unconditional and deemed fully collectible as follows at December 31, 2014:

2014 Unrestricted Restricted Total

Unconditional promises to give $ 180,970 $ 4,350,144 $ 4,531,114 Less unamortized discount (2,363) (115,413) (117,776) $ 178,607 $ 4,234,731 $ 4,413,338

Amounts due in Less than 1 year $ 58,470 $ 1,526,144 $ 1,584,614 1 to 5 years 120,137 2,708,587 2,828,724 $ 178,607 $ 4,234,731 $ 4,413,338

Promises to give are unconditional and deemed fully collectible as follows at December 31, 2013:

2013 Unrestricted Restricted Total

Unconditional promises to give $ 120,676 $ 1,574,097 $ 1,694,773 Less unamortized discount (738) (9,348) (10,086) $ 119,938 $ 1,564,749 $ 1,684,687

Amounts due in Less than 1 year $ 71,551 $ 744,143 $ 815,694 1 to 5 years 48,387 820,606 868,993 $ 119,938 $ 1,564,749 $ 1,684,687

51 Exhibit J, page 54 2014 National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 3. Investments Investments consist of the following at December 31: 2014 2013

Cash and money market* $ 2,755,492 $ 9,061,212 Money market fund 3,667,297 - Equity securities 7,280,458 10,597,907 Mutual funds 5,296,496 4,211,920 Exchange traded funds 1,863,675 - Alternative investments 45,440,752 42,926,630 66,304,170 66,797,669 Less short-term investments (1,859,009) (3,143,560) $ 64,445,161 $ 63,654,109 *Cash and money market accounts held at cost.

Investment return consists of the following for the years ended December 31:

2014 2013

Interest and dividends $ 332,014 $ 269,117 Unrealized gain 1,120,813 6,334,208 Realized gain 2,704,979 813,292 $ 4,157,806 $ 7,416,617

The Fair Value Measurement Topic of the Codification defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments included in Level 1 include listed equities and listed derivatives. As required by the guidance provided by the Codification, the Fund does not adjust the quoted price for these investments, even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

Level 2 Valuations based on inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.

52 Exhibit J, page 55 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 3. Investments (Continued) Level 3 Valuations based on inputs that are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation.

All transfers between fair value hierarchy levels are recognized by the Fund at the end of each reporting period. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investing in those instruments.

Investments and other assets measured at fair value on a recurring basis are as follows at December 31, 2014: 2014 Total Level 1 Level 2 Level 3 Investments Mutual funds: Large growth equity fund $ 2,269,531 $ 2,269,531 $ - $ - International equity fund 1,725,874 1,725,874 - - Long-term bond fund 1,301,091 1,301,091 - - 5,296,496 5,296,496 - -

Equity securities: Consumer goods 1,874,924 1,874,924 - - Services 1,777,817 1,777,817 - - Technology 1,012,992 1,012,992 - - Healthcare 899,085 899,085 - - Financial 641,381 641,381 - - Basic materials 615,185 615,185 - - Industrial goods 459,074 459,074 - - 7,280,458 7,280,458 - -

Exchange traded funds: High yield 1,863,675 1,863,675 - -

Alternative investments 45,440,752 - 11,976,835 33,463,917 Money market funds 3,667,297 3,667,297 - -

Total investments held at fair value 63,548,678 18,107,926 11,976,835 33,463,917

Beneficial interest in split interest agreements 413,045 - - 413,045

Total assets held at fair value $ 63,961,723 $ 18,107,926 $ 11,976,835 $ 33,876,962

53 Exhibit J, page 56 2014 National Academy of Engineering Fund NotesNational to AcFinancialademy ofStatements Engineering (continued) Fund

Notes to Financial Statements

Note 3. Investments (Continued) Investments and other assets measured at fair value on a recurring basis are as follows at December 31, 2013:

2013 Total Level 1 Level 2 Level 3 Investments Mutual funds: Long-term bond fund $ 1,766,511 $ 1,766,511 $ - $ - Large growth equity fund 1,010,514 1,010,514 - - International equity fund 1,434,895 1,434,895 - - 4,211,920 4,211,920 - -

Equity securities: Consumer goods 2,089,844 2,089,844 - - Services 2,061,666 2,061,666 - - Basic materials 1,729,419 1,729,419 - - Financial 2,151,012 2,151,012 - - Technology 869,049 869,049 - - Industrial goods 1,068,699 1,068,699 - - Healthcare 529,743 529,743 - - Conglomerates 48,386 48,386 - - Utilities 50,089 50,089 - - 10,597,907 10,597,907 - -

Alternative investments 42,926,630 - 10,359,955 32,566,675 Total investments held at fair value 57,736,457 14,809,827 10,359,955 32,566,675

Beneficial interest in split interest agreements 702,297 - - 702,297

Total assets held at fair value $ 58,438,754 $ 14,809,827 $ 10,359,955 $ 33,268,972

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.

Mutual funds, equity securities, money market funds and exchange traded funds are publicly traded on the exchanges and therefore are considered Level 1 items.

13 54 Exhibit J, page 57 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 3. Investments (Continued) Alternative investments include hedge funds, private equity securities, managed futures and limited partnership interests. The Fund has utilized the net asset value (NAV) per share or its equivalent as a practical expedient to estimate the fair value of these investments. They are classified as either Level 2 or Level 3 assets in the fair value hierarchy, depending on the fair value tier in which the underlying investments would fall and the Fund’s ability to redeem its interest in the fund. If the underlying assets are publicly traded securities for which there exists a broad, active market and the Fund’s interest can be redeemed without penalty in the near term (generally within 90 days of December 31), the investment is classified as a Level 2 instrument. If the underlying assets are privately traded and/or the Fund’s interest cannot be redeemed without penalty in the near term, the investment is classified as a Level 3 instrument.

Beneficial interests in split-interest agreements held by others are measured at the present value of future cash flows considering the estimated return on the invested assets during the expected term of the agreements, the contractual payment obligations under the agreement and a discount rate commensurate with the risks involved. Split-interest agreements held by others are classified as Level 3 within the fair value hierarchy.

The table below sets forth a summary of changes in fair value of the Fund’s Level 3 assets, including the beneficial interests in split-interest agreements, for the year ended December 31, 2014:

2014 Limited Split Interest Hedge Fund Private Equity Partnership Agreement Total

Balance, beginning of year $ 28,279,468 $ 3,738,818 $ 548,389 $ 702,297 $ 33,268,972 Purchases 9,889,853 48,004 - - 9,937,857 Sales (11,556,205) (250,118) (216,469) - (12,022,792) New split interest agreement gifts - - - 8,807 8,807 Payout of split interest agreements - - - (161,828) (161,828) Change in value of split interest agreements - - - (136,231) (136,231) Net realized and unrealized gain 2,564,421 320,807 96,949 - 2,982,177 Balance, end of year $ 29,177,537 $ 3,857,511 $ 428,869 $ 413,045 $ 33,876,962

55 Exhibit J, page 58 2014 National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 3. Investments (Continued) The table below sets forth a summary of changes in fair value of the Fund’s Level 3 assets, including the beneficial interests in split-interest agreements, for the year ended December 31, 2013:

2013 Limited Split Interest Hedge Fund Private Equity Partnership Agreement Total

Balance, beginning of year$ 34,438,514 $ 3,246,861 $ 760,808 $ 519,842 $ 38,966,025 Purchases 104,442 125,946 44,960 - 275,348 Sales (2,424,286) (124,279) (269,033) - (2,817,598) New split interest agreement gifts - - - 129,563 129,563 Change in value of split interest agreements - - - 52,892 52,892 Net realized and unrealized gain 3,919,347 490,290 11,654 - 4,421,291 Transfers out of Level 3 (7,758,549) - - - (7,758,549) Balance, end of year $ 28,279,468 $ 3,738,818 $ 548,389 $ 702,297 $ 33,268,972

In 2013 eight hedge funds were transferred from Level 3 to Level 2 based on the expiration of restrictions on the Fund’s redemption ability.

56 Exhibit J, page 59 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 3. Investments (Continued) The table below presents additional information for the Fund’s investments, as of December 31, 2014, whose fair value is estimated using the practical expedient and presents the nature and risk of assets with fair values estimated using NAV held at December 31, 2014:

Fair Value at Fair Value at Redemption December 31, December 31, Unfunded Redemption Notice 2014 2013 Commitment Frequency Period Fund of hedge funds – multi-strategies (a) $ 25,049,774 $ 26,432,513 $ - Annually 75 days

Fund of hedge funds – Monthly – 30 – 125 days multi-strategies, multi-vehicles (b) 9,888,205 9,764,184 125,000 annually

Hedge funds – Quarterly and after 30 days – long equity (c) 3,600,000 - - lock-up period 5 years

Private equity – Upon liquidation None multiple strategies (d) 3,441,547 3,336,333 290,866 of the fund

Hedge funds – Quarterly – restructuring and value (e) 2,616,393 2,442,727 675,473 annually 60 – 90 days

Upon dissolution of Limited partnership (f) 428,869 548,389 - the partnership None

Private equity – Upon dissolution of single strategy (g) 415,964 402,484 50,663 the partnership None Total $ 45,440,752 $ 42,926,630 $ 1,142,002

(a) This category includes investments in funds of hedge funds that use multiple strategies to obtain total returns on a leveraged basis. The funds invest in a broad range of equity instruments, including international, domestic and private equity. The funds also invest in fixed income and alternative asset classes. The fund’s portfolio is designed to achieve equity-like returns at fixed income risk levels. The funds are subject to an initial two-year lock up and are limited to annual redemptions thereafter. Withdrawals require a minimum 75 days notice and are subject to specific considerations as outlined in the Limited Partnership Agreement.

(b) This category includes investments in a multi-strategy, multi-vehicle hedge fund with the objective of maximizing long-term, risk adjusted returns and capital appreciation. The funds have investments in multiple investees which trade in various financial instruments such as, but not limited to, domestic and international securities, fixed income debt, government securities, real estate investment trusts and derivatives. The investments in this category are available for redemption monthly, quarterly or annually with 30-125 days notice. Shares are redeemable at their net asset value (NAV) as of the end of the respective month, quarter or year.

57 Exhibit J, page 60 2014 National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 3. Investments (Continued) (c) Investment funds in this strategy invest primarily in publicly-traded common stocks but its investments may, at times, include positions in publicly-traded, domestic or foreign common stocks, stock warrants and rights. The Fund's investments may include investment in small capitalization companies as well as mature companies. Investments representing approximately 50% of the investments in this category are available for redemption quarterly with 30 days notice. The remaining 50% of investments in this category are available for redemption without penalty after an initial five- year lock-up period.

(d) This category includes investments in private equity, venture capital and distressed securities and other non-traditional categories on a global basis. The other fund makes indirect investments in emerging private markets including private equity and distressed securities. These investments can never be redeemed with the funds. Instead, the nature of the investments in these categories is that distributions are received through the liquidation of the underlying assets of the fund. As of December 31, 2014, it is probable that the investments in these categories will be liquidated at an amount different from the net asset value of the Fund’s ownership interest in partners’ capital. Investments in the underlying funds are reported at their estimated fair value, as determined in good faith by the fund manager. Fair value is based on the information provided by the respective general partner of each of the underlying funds, including audited financial statements, which reflects the fund’s share of the fair value of the net assets of the respective underlying fund and any other relevant factors determined by the fund manager. The fund has applied the fair value guidance for measuring its investments in the underlying funds, using the practical expedient. As such, the fund fair values its investments using the underlying funds’ NAV without any further adjustments. The value reported by the Foundation is the value of its ownership share.

(e) Investment funds in this strategy invest in securities of companies that are believed to be significantly undervalued, some of which are in Chapter 11 bankruptcy. The other fund invests in equity and debt of companies it deems to be undervalued. Both funds invest in a master fund which includes derivatives. Investments representing approximately 45% of the investments in this category are available for redemption quarterly with 60 days notice. The remaining 55% of investments in this category are available for redemption annually with 90 days written notice. Shares are redeemable at their NAV as of the end of the respective quarter or year.

(f) This category includes investment in a limited partnership who invests in private equity funds engaged in venture capital, buyouts and growth capital, international private equity and other private equity investments. The Fund may receive distributions-in-kind from the Partnership Investments representing securities of the Partnership Investments’ underlying portfolio companies. These investments can never be redeemed with the funds. Instead, the nature of the investments in these categories is that distributions are received through the liquidation of the underlying assets of the fund. As of December 31, 2014, it is probable that the investments in these categories will be liquidated at an amount different from the net asset value of the Fund’s ownership interest in partners’ capital. Investments in the underlying funds are reported at their estimated fair value, as determined in good faith by the fund manager. Fair value is based on the information provided by the respective general partner of each of the underlying funds, including audited financial statements, which reflects the fund’s share of the fair value of the net assets of the respective underlying fund and any other relevant factors determined by the fund manager. The fund has applied the fair value guidance for measuring its investments in the underlying funds, using the practical expedient. As such, the fund fair values its investments using the underlying funds’ NAV without any further adjustments. The value reported by the Fund is the value of its ownership share.

58 Exhibit J, page 61 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 3. Investments (Continued) (g) The fund invests in private equity companies that provide infrastructure. The fund seeks investments that have a desirable risk return profile, which will deliver, in aggregate, a gross target internal rate of return of 12% to 15% with prudent leverage. The leverage strategy primarily revolves around the following principles: structure debt capital to investment grade standards whenever possible; develop matching debt duration profiles to respective assets’ cash flow profiles; and avoid floating interest rate exposure, either through the use of fixed rate debt or interest hedging activities. These investments can never be redeemed with the funds. Instead, the nature of the investments in these categories is that distributions are received through the liquidation of the underlying assets of the fund. As of December 31, 2014, it is probable that the investments in these categories will be liquidated at an amount different from the net asset value of the Fund’s ownership interest in partners’ capital. Investments in the underlying funds are reported at their estimated fair value, as determined in good faith by the fund manager. Fair value is based on the information provided by the respective general partner of each of the underlying funds, including audited financial statements, which reflects the fund’s share of the fair value of the net assets of the respective underlying fund and any other relevant factors determined by the fund manager. The fund has applied the fair value guidance for measuring its investments in the underlying funds, using the practical expedient. As such, the fund fair values its investments using the underlying funds’ NAV without any further adjustments. The value reported by the Fund is the value of its ownership share.

59 Exhibit J, page 62 2014 National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 4. Permanently and Temporarily Restricted Net Assets Permanently and temporarily restricted net assets consist of the following at December 31, 2014:

2014 Permanently Temporarily Restricted Restricted

Gordon Prize $ 13,438,250 $ - Draper Prize 8,000,000 1,225,021 Wm. A. Wulf Initiative for Engineering Excellence 3,015,322 986,057 Capital Preservation 2,440,701 615,965 Senior Scholar 1,000,000 229,823 Young Engineers 792,981 189,742 Simon Ramo Founders Award 500,000 75,409 Industry Scholar 353,038 195,944 Hollomon 201,200 450,740 Hans Reissner 25,623 16,289 Vest Opportunity Fund - 5,305,607 Frontiers of Engineering - Grainger Foundation - 3,154,691 Global Grand Challenges - 1,018,748 Public Understanding - 503,915 Futures/Chevron Guiding Implementation - 679,765 Make Value for America - 600,966 Unrestricted contributions to be received in future years - 577,975 Frontiers of Engineering Education - 319,948 Urban Infrastructure - 310,829 50th Anniverssary Support/E for U - 432,554 Information Technology - 64,666 Noise Policy Development - 59,612 Others - 53,832 National Engineering Forum - 44,415 Frontiers of Engineering - 22,157 Engineering Education & Research - 10,190 Diversity in the Engineering Work Force - 9,770 Russ Prize - 6,452 Technology and Environment - 6,413 CASEE - 5,391 Engineer Girl - 2,458 Engineering Ethics Center - 2,137 USIP Roundtable - 2,124 Communication with Public in Crisis - 1,917 Native Americans in Engineering - 1,149 Engineering & Services - 508 Bueche Award - 222 Engineering Education - 121 PUE Messaging - 18 $ 29,767,115 $ 17,183,540

60 Exhibit J, page 63 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 4. Permanently and Temporarily Restricted Net Assets (Continued) Permanently and temporarily restricted net assets consist of the following at December 31, 2013:

2013 Permanently Temporarily Restricted Restricted Gordon Prize $ 13,438,250 $ - Draper Prize for Engineering 8,000,000 1,141,237 Wm. A. Wulf Initiative for Engineering Excellence 3,014,864 745,485 Capital Preservation 2,423,701 548,537 Senior Scholar 1,000,000 155,820 Young Engineers 791,544 153,861 Simon Ramo Founders Award 500,000 49,601 Industry Scholar 353,038 162,949 Hollomon 201,200 411,557 Hans Reissner 25,623 15,446 Vest Opportunity Fund - 4,316,178 Chevron Guiding Implementation - 1,437,458 President’s Discretionary - 795,282 Frontiers of Engineering Education - 668,046 Frontiers of Engineering – Grainger Foundation - 665,299 Unrestricted contributions to be received in future years - 648,260 Make Value for America - 549,890 Public Understanding - 502,990 Urban Infrastructure - 362,843 National Engineering Forum - 295,520 Noise Policy Development - 187,595 Others - 165,080 Information Technology - 64,660 Russ Prize - 41,661 Global Grand Challenges - 33,584 Frontiers of Engineering - 22,685 Native Americans in Engineering - 14,232 Engineering Education and Research - 9,538 Bueche Award - 7,422 Technology and Environment - 6,413 CASEE - 5,398 Diversity in the Engineering Work Force - 4,338 Engineering Ethics Center - 3,296 Homeland Security - 2,432 Communication with Public in Crisis - 1,917 Engineer Girl - 694 Engineering Education - 562 Engineering and services - 508 $ 29,748,220 $ 14,198,274

61 Exhibit J, page 64 2014 NationalNational Ac Academyademy of Engineering of Engineering Fund Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 5. Endowments Interpretation of relevant law: The Fund has interpreted the District of Columbia-enacted version of the Uniform Prudent Management of Institutional Funds Act (UPMIFA) as requiring the Fund, absent explicit donor stipulations to the contrary, to act in good faith and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances in making determinations to appropriate or accumulate endowment funds, taking into account both its obligation to preserve the value of the endowment and its obligation to use the endowment to achieve the purposes for which it was donated. The Fund classifies as permanently restricted net assets (a) the original value of gifts donated to the permanent endowment, (b) the original value of subsequent gifts to the permanent endowment and (c) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. The remaining portion of the donor-restricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure. In accordance with UPMIFA, the Fund considers the following factors in making a determination to appropriate or accumulate donor-restricted endowment funds:

(1) The duration and preservation of the endowment fund (2) The purposes of the institution and the endowment fund (3) General economic conditions (4) The possible effect of inflation or deflation (5) The expected total return from income and the appreciation of investments (6) Other resources of the institution (7) The investment policy of the institution

Return objective and risk parameters: The Fund has adopted an investment policy for the endowment fund. This investment program is based on growing the endowment fund to provide financial stability for the Fund in perpetuity. The Fund’s ability to tolerate risk and volatility should be consistent with that of a conservative growth portfolio, with investments made in companies that demonstrate consistent growth over time. Asset allocations are developed in accordance with this long-term, conservative growth strategy.

Spending policy: The Fund will appropriate for expenditure in its annual budget a percentage of the earnings. There may be times when the Fund may opt not to take the spending rate, but rather to reinvest some or all of the annual income.

Fair value: The fair value of assets associated with donor-restricted endowment funds may fall below the level that UPMIFA requires to retain as a fund of perpetual duration. In accordance with GAAP, deficiencies of this nature that are reported in unrestricted net assets were $624,763 and $808,621 as of December 31, 2014 and 2013, respectively.

The following illustrates endowment net asset composition by type of fund at December 31, 2014:

2014 Temporarily Permanently Unrestricted Restricted Restricted Total

Donor-restricted endowment funds $ (624,763) $ 3,984,990 $ 29,767,115 $ 33,127,342

Total funds $ (624,763) $ 3,984,990 $ 29,767,115 $ 33,127,342

62 Exhibit J, page 65 NAE National Academy of Engineering Fund National Academy of Engineering Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 5. Endowments (Continued) Changes in endowment net assets for the year ended December 31, 2014, are:

2014 Temporarily Permanently Unrestricted Restricted Restricted Total Endowment net assets, beginning of year $ (808,621) $ 3,384,493 $ 29,748,220 $ 32,324,092 Investment return Interest and dividends, net of fees - (249,061) - (249,061) Realized gain on investments - 1,509,767 - 1,509,767 Net appreciation 183,858 551,012 - 734,870 Total investment return 183,858 1,811,718 - 1,995,576 Amounts appropriated for expenditure - (1,211,221) - (1,211,221) Contributions received - - 18,895 18,895 Endowment net assets, end of year $ (624,763) $ 3,984,990 $ 29,767,115 $ 33,127,342

The following illustrates endowment net asset composition by type of fund at December 31 2013:

2013 Temporarily Permanently Unrestricted Restricted Restricted Total

Donor-restricted endowment funds $ (808,621) $ 3,384,493 $ 29,748,220 $ 32,324,092

Total funds $ (808,621) $ 3,384,493 $ 29,748,220 $ 32,324,092

63 Exhibit J, page 66 2014 National Ac Academyademy of Engineering of Engineering Fund Fund Notes to Financial Statements (continued) Notes to Financial Statements

Note 5. Endowments (Continued) Changes in endowment net assets for the year ended December 31, 2013, are:

2013 Temporarily Permanently Unrestricted Restricted Restricted Total Endowment net assets, beginning of year $ (1,558,643) $ 1,692,005 $ 29,709,317 $ 29,842,679 Investment return Interest and dividends, net of fees - (247,641) - (247,641) Realized gain on investments - 448,853 - 448,853 Net appreciation 750,022 2,674,301 - 3,424,323 Total investment return 750,022 2,875,513 - 3,625,535 Amounts appropriated for expenditure - (1,183,025) - (1,183,025) Contributions received - - 38,903 38,903 Endowment net assets, end of year $ (808,621) $ 3,384,493 $ 29,748,220 $ 32,324,092

Note 6. Related Party Transactions The National Academies Corporation: The National Academies Corporation (TNAC) is a nonprofit corporation that was incorporated in January 1986 for the purpose of constructing and maintaining a study and conference facility, the Arnold and Mabel Beckman Center, in Irvine, California, to expand and support the general scope of program activities of NAS, NAE, the Institute of Medicine (IOM) and NRC. TNAC is organized as a tax-exempt supporting organization for NAS and the Fund. The Board of Directors and officers of TNAC include certain officers of the Fund. The Fund had no transactions with TNAC for the years ended December 31, 2014 and 2013.

National Academy of Sciences: The Fund reimburses NAS by making monthly payments based on NAE’s estimated expenditures for the year. The Fund also receives contributions through NAS. This resulted in a payable to NAS at December 31, 2014 and 2013, of $1,132,446 and $1,318,116, respectively. Payments made to NAS by the Fund for the Fund’s allocated portion of the expenditures shared jointly by NAS, NAE and IOM were $1,154,992 and $1,123,125 for the years ended December 31, 2014 and 2013, respectively.

64 Exhibit J, page 67 NAE Officers Councillors

Chair Alice M. Agogino (2014)‡ Arunava Majumdar (2017) Charles O. Holliday, Jr. (2016) Professor of Mechanical Jay Precourt Professor and Senior Retired Chairman of the Board and Engineering, University of Fellow, Precourt Institute for CEO, E.I. du Pont de Nemours and California, Berkeley Energy, Stanford University Co. Wanda M. Austin (2015) Richard A. Meserve (2017) President President and Chief Executive President Emeritus, Carnegie C. D. (Dan) Mote, Jr. (2019) Officer, The Aerospace Institution for Science President, National Academy of Corporation Engineering Julia M. Phillips (2014)‡ Uma Chowdhry (2016) Vice President and Chief Vice President Chief Science and Technology Technology Officer, Sandia Corale L. Brierley (2018) Officer Emeritus, E.I. du Pont de National Laboratories Principal, Brierley Consulting, LLC Nemours and Co. H. Vincent Poor (2017) Maxine Savitz (2014)‡ Paul Citron (2016) Dean of Engineering and Applied Retired General Manager, Retired Vice President, Technology Science; and Michael Henry Technology/Partnerships, Policy and Academic Relations, Strater University Professor, Honeywell Inc. Medtronic, Inc. Princeton University

Home Secretary David E. Daniel (2016) C. Paul Robinson (2016) Thomas F. Budinger (2016) President, University of Texas at President Emeritus, Sandia Professor, University of California, Dallas National Laboratories Berkeley; Senior Consulting Scientist, E.O. Lawrence Berkeley Paul R. Gray (2014)‡ Arnold F. Stancell (2015) National Laboratory Executive Vice Chancellor and Retired Vice President, Mobil Provost Emeritus, and Professor, Oil; Turner Professor of Chemical Foreign Secretary University of California, Berkeley Engineering Emeritus, Georgia Venkatesh Narayanamurti (2015) Institute of Technology Benjamin Peirce Professor of Anita K. Jones (2015) Technology and Public Policy, University Professor Emerita, Richard H. Truly (2015) Harvard School of Engineering University of Virginia Retired Vice Admiral, United States and Applied Sciences; Director, Navy; Retired Director, National Science, Technology and Public Frances S. Ligler (2017) Renewable Energy Laboratory Policy Program, Harvard Kennedy Lampe Distinguished Professor School of Biomedical Engineering, Ex Officio: UNC-Chapel Hill, School of Ralph J. Cicerone (2017) Treasurer Medicine and North Carolina State President, National Academy of Martin B. Sherwin (2017) University College of Engineering Sciences Retired Vice President, W.R. Grace & Co. ‡Indicates term ended June 30, 2014. Year in parentheses indicates the year term expires.

65 Exhibit J, page 68 2014 Staff NAE Publications

Office of the President Elizabeth Cady, Program Officer NAE reports are available from the C. D. Mote, Jr., President Vivienne Chin, Administrative National Academies Press either for Laura Mersky, Senior Executive Assistant purchase or as free downloadable Assistant Catherine Didion, Senior Program PDFs at www.nap.edu or 1-800- Officer, Diversity in the Engineering 624-6242, or from the National Office of the Home Secretary Workforce Academies Bookstore, 500 Fifth Thomas F. Budinger, Home Secretary Abby Estabillo, Anderson & Street NW, Washington, DC. Mary Lee Berger-Hughes, Director, Commonweal Intern (summer) Membership Office Cameron Fletcher, Senior Editor All reports can also be read online. Nicole Flores, Communications/ Office of the Foreign Secretary Media Associate Reports from 2014: Venkatesh Narayanamurti, Foreign Marthe Folivi, Anderson & The Importance of Engineering Talent Secretary Commonweal Intern (summer) to the Prosperity and Security of the Vivienne Chin, Administrative Penelope Gibbs, Senior Program Nation: Summary of a Forum Assistant Associate Amelia Greer, Associate Program Frontiers of Engineering: Reports on Executive Office Officer (from October) Leading-Edge Engineering from the Maxine Savitz, Vice President Rachelle Hollander, Director, Center 2013 Symposium (through June) for Engineering, Ethics, and Society Corale L. Brierley, Vice President Janet Hunziker, Senior Program STEM Integration in K–12 Education: (from July) Officer, Frontiers of Engineering Status, Prospects, and an Agenda for Lance Davis, Executive Officer Maribeth Keitz, Senior Program Research (NAE-NRC) Sonja Atkinson, Administrative Associate/Web Communications Assistant (through August) Manager Emerging and Readily Available Jatryce Jackson, Administrative Mary Kutruff, Financial Officer Technologies and National Security Assistant (from September) Subhash Kuvelker, Senior Program (NAE-NRC) Officer (June through December) Livable Cities of the Future: Finance Office Vanessa Lester, Program Coordinator Proceedings of a Symposium Martin B. Sherwin, Treasurer Jacqueline Martin, Awards Associate Honoring the Legacy of George Mary Resch, Director Greg Pearson, Senior Program Officer, Bugliarello Raymond Hart, Senior Accountant K–12 Engineering Education Barbara Boyd, Administrative and Public Understanding of Advancing Diversity in the US Coordinator Engineering Industrial Science and Engineering Simil Raghavan, Associate Program Workforce: Summary of a Workshop Membership Office Officer Mary Lee Berger-Hughes, Youngbok Ryu, Christine Mirzayan Surmounting the Barriers: Ethnic Michaela Curran, Election Associate Science and Technology Policy Diversity in Engineering Education— Kim Garcia, Election Manager Graduate Fellow (spring) Summary of a Workshop (NAE-ASEE) Pamela Lankowski, Council Tina Tran, Anderson & Commonweal The Climate Change Educational Administrator Intern (summer) Partnership: Climate Change, Jenney Resch, Senior Membership Katie Whitefoot, Robert A. Pritzker Engineered Systems, and Society Associate Fellow and Senior Program Officer, Patricia Scales, Membership Associate Manufacturing, Design and Making a World of Difference: Dennis Thorp, Graphic Designer and Innovation Engineering Ideas into Reality Publications Coordinator Jason Williams, Senior Financial Assistant Career Choices of Female Engineers: Program Office Deborah Young, Awards Administrator Summary of a Workshop (NRC-NAE) Proctor Reid, Director Aaron Adams, Christine Mirzayan Development Office Ranking Vaccines: Applications of a Science and Technology Policy Radka Nebesky, NAE Director of Prioritization Software Tool—Phase Graduate Fellow (spring) Development III: Use Case Studies and Data Randy Atkins, Director of Jamie Killorin, Director of Gift Framework (IOM-NAE) Communications Planning The Bridge, the NAE quarterly journal, Frazier Benya, Program Officer is available from the NAE Program Office or can be read online at www. nae.edu/thebridge. A PDF version is

also available on the website.

66 Exhibit J, page 69 NAE Exhibit J, page 70 Exhibit J, page 71

The National Academy of Sciences is a private, nonprofit, self-per- petuating society of distinguished scholars engaged in scientific and engineering research, dedicated to the furtherance of science and technology and to their use for the general welfare. Upon the author ity of the charter granted to it by the Congress in 1863, the Academy has a mandate that requires it to advise the federal govern ment on scientific and technical matters. Dr. Ralph J. Cicerone is president of the National Academy of Sciences.

The National Academy of Engineering was established in 1964, under the charter of the National Academy of Sciences, as a parallel organization of outstanding engineers. It is autonomous in its administration and in the selection of its members, sharing with the National Academy of Sciences the responsibility for advising the federal government. The National Academy of Engineering also sponsors engineering programs aimed at meeting national needs, encourages education and research, and recognizes the superior achievements of engineers. Dr. C. D. Mote, Jr. is president of the National Academy of Engineering.

The Institute of Medicine was established in 1970 by the National Academy of Sciences to secure the services of eminent members of appropriate professions in the examination of policy matters pertaining to the health of the public. The Institute acts under the responsibility given to the National Academy of Sciences by its congressional charter to be an adviser to the federal government and, upon its own initiative, to identify issues of medical care, research, and education. Dr. Victor J. Dzau is president of the Institute of Medicine.

The National Research Council was organized by the National Academy of Sciences in 1916 to associate the broad community of science and technology with the Academy’s purposes of furthering knowledge and advising the federal government. Functioning in accordance with general policies determined by the Academy, the Council has become the principal operating agency of both the National Academy of Sciences and the National Academy of Engineering in providing services to the government, the public, and the scientific and engi neering communities. The Council is administered jointly by both Academies and the Institute of Medicine. Dr. Ralph J. Cicerone and Dr. C. D. Mote, Jr. are chair and vice chair, respectively, of the National Research Council. www.national-academies.org

Photo Credits: Page 1: Cable Risdon Exhibit J, page 72 NATIONAL ACADEMY OF ENGINEERING 500 Fifth Street, NW Washington, DC 20001

www.nae.edu

Exhibit J, page 73 Exhibit K

Jeffrey Wadsworth biography. The Ohio State University Board of Trustees. Accessed September 2, 2015. http://trustees.osu.edu/about/membership/jeffrey-wadsworth-2019.html 9/2/2015 Jeffrey Wadsworth, Chair (2019) - The Ohio State University

Help (http://www.osu.edu/help.php) BuckeyeLink (http://buckeyelink.osu.edu/) Map (http://www.osu.edu/map/) Find People (http://www.osu.edu/findpeople.php) Webmail (https://email.osu.edu/) Search Ohio State (http://www.osu.edu/search/)

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Jeffrey Wadsworth, Chair (2019) Jeff Wadsworth was appointed to the board by Governor Strickland in June 2010. He has been President and CEO of Battelle Memorial Institute since January 2009. Battelle is the world’s largest nonprofit research and development organization, executing about $6.0B of work annually and employing about 22,500 people. Formed in 1925 as a charitable trust and headquartered in Columbus, Ohio, Battelle counts among its successes the development of the Xerox machine, pioneering work on the compact disc, and a number of innovations in medical technology, telecommunications, environmental waste treatment, homeland security, and transportation. Battelle has spun off new ventures and companies in fiber optics, pharmaceuticals, energy, electronics, and informatics. Its principal businesses today are fee-for-service contract research, laboratory operations, and commercial ventures, executing more than 5,000 projects for some 1,500 industrial and government clients throughout the world.

Jeff formerly led Battelle’s Global Laboratory Operations business, where he oversaw the management or co-management of six national laboratories of the U.S. Department of Energy (Pacific Northwest National Laboratory, Brookhaven National Laboratory, National Renewable Energy Laboratory, Oak Ridge National Laboratory, Idaho National Laboratory, and Lawrence Livermore National Laboratory) and the U.S. Department of Homeland Security’s National Biodefense Analysis and Countermeasures Center. He also led the expansion of Battelle’s operations into Europe, China, Japan, Korea, and India and the development of partnerships with the private sector in those nations.

Jeff was educated at Sheffield University in England, where he studied metallurgy, earning a bachelor’s degree in 1972 and a Ph.D. in 1975. He was awarded a Doctor of Metallurgy degree in 1991 for his published work and received the highest recognition conferred by the university, an honorary Doctor of Engineering degree, in July 2004. Jeff came to the United States in 1976 and has worked at Stanford University, Lockheed Missiles and Space Company, and Lawrence Livermore National Laboratory. In 2002, he joined Battelle and served as a member of the White House Transition Planning Office for the U.S. Department of Homeland Security. From 2003 to June 2007, Jeff was director of Oak Ridge National Laboratory, the U.S. Department of Energy’s largest multipurpose science laboratory.

Exhibit K, page 2 http://trustees.osu.edu/about/membership/jeffrey-wadsworth-2019.html 1/2 9/2/2015 Jeffrey Wadsworth, Chair (2019) - The Ohio State University Jeff has authored or co-authored nearly 300 scientific papers and 1 book, and he has been granted 4 U.S. patents. His many honors and awards include six honorary doctorates, two honorary professorships from Chinese universities, the 2013 Acta Materialia Award in Materials and Society, and election to the rank of Fellow of three technical societies. He was elected a member of the National Academy of Engineering in 2005 and the Chinese Academy of Engineering in 2011.

As a former board member of Achieve, Inc., and currently the Business Higher Education Forum, Jeff is helping to lead national efforts to enhance science, technology, engineering and math education. He is also strengthening education and the economy in Central Ohio through his engagement with a number of local civic and community organizations.

Term: 6/17/2010-5/13/2019 University Board Members Jeffrey Wadsworth, Chair (2019) (about/membership/jeffrey-wadsworth-2019.html) Alex Shumate, Vice Chair (2020) (about/membership/alex-shumate-2020.html) Linda S. Kass (2017) (about/membership/linda-s-kass-2017.html) Janet B. Reid (2018) (about/membership/janet-b-reid-2018.html) W. G. Jurgensen (2018) (about/membership/w-g-jurgensen-2018.html) Clark C. Kellogg (2019) (about/membership/clark-c-kellogg-2019.html) Timothy P. Smucker (2020) (about/membership/timothy-p-smucker.html) Cheryl L. Krueger (2021) (about/membership/cheryl-l-krueger-2021.html) Michael J. Gasser (2021) (about/membership/michael-j-gasser.html) Brent R. Porteus (2022) (about/membership/brent-r-porteus-2022.html) Erin P. Hoeflinger (2022) (about/membership/erin-p-hoeflinger-2022.html) Alex R. Fischer (2023) (about/membership/alex-r-fischer-2023.html) Abigail S. Wexner (2023) (about/membership/abigail-s-wexner-2023.html) Corbett A. Price - Charter Trustee (2017) (about/membership/corbett-a-price-2017.html) Alan VanderMolen - Charter Trustee (2017) (about/membership/alan-vandermolen-charter-trustee-2017.html) James D. Klingbeil -Charter Trustee (2018) (about/membership/james-d-klingbeil-2018.html)

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Exhibit K, page 3 http://trustees.osu.edu/about/membership/jeffrey-wadsworth-2019.html 2/2 9/2/2015 NAE Website - Members Directory

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Members Directory Members Directory The NAE is organized in twelve sections representing broad engineering categories. All Deceased Members members and foreign members are required to select a primary membership section and they Deceased Members may choose a secondary section affiliation. Foreign Members Foreign Members

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Member Type: Member Mr. Irv Waaland Election Year: 1991 Retired Vice President and Chief Section: 01. Aerospace Designer Northrop Corporation Mission Viejo, CA, United States

Member Type: Member Dr. John B. Wachtman, Election Year: 1976 Jr. Section: 09. Materials Professor Emeritus of Ceramics Rutgers, The State University of New Jersey Silver Spring, MD, United States

Member Type: Member Mr. Wallace R. Wade Election Year: 2011 Retired, Technical Fellow and Chief Section: 10. Mechanical Engineer Ford Motor Company Novi, MI, United States

Member Type: Member Dr. Jeffrey Wadsworth Election Year: 2005 President and Chief Executive Section: 09. Materials Officer Battelle Columbus, OH, United States

Member Type: Emeritus Mr. Charles L. Wagner Election Year: 1999 Consultant Section: 06. Power/Energy Independent Consultant Systems Export, PA, United States

Member Type: Member Election Year: 2015 Section: 03. Chemical Exhibit K, page 4 https://www.nae.edu/default.aspx?id=20412 1/2 Exhibit L

Armstrong. (August 28, 2015). Update: How Hillary Clinton and David Goldwyn sold fracking. LittleSis. See also David L. Goldwyn Conflicts Map. http://littlesis.org/maps/431-updated-how-hillary-clinton-and-david-goldwyn-sold- fracking 9/2/2015 Updated: How Hillary Clinton and David Goldwyn sold fracking - LittleSis

Updated: How Hillary Clinton and David Goldwyn sold fracking by Armstrong ﴾/user/Armstrong﴿ August 28, 2015 Tweet Share Share

‐fullscreen ﴾/maps/431‐updated‐how‐hillary‐clinton‐and‐david‐goldwyn‐sold ﴿fracking/raw embed ‐clone ﴾/maps/431‐updated‐how‐hillary‐clinton‐and‐david‐goldwyn‐sold ﴿fracking/clone

﴿/﴾ +

– Arranged meeting between Kvisle and Goldwyn

Paul Elliott

Hal Kvisle TransCanada Hillary Clinton Corporation for President

Chevron funded workshop

on fracking Goldwyn Global House Foreign Strategies, LLC Affairs Committee Christopher Heinz Rosemont Solebury Crude oil Capital Management exports report

Hillary Clinton Rosemont Seneca John Kerry Partners

Brookings David L Goldwyn Institution Devon Archer Hunter Biden Joe Biden Jan Kalicki

Department of State

Burisma Holdings

US-Libya Business Association Chevron Corporation United States Energy Association

Ukraine –––– current – – – past

The Brookings Institution's Energy Security Initiative recently released a report ﴿http://www.brookings.edu/~/media/Research/Files/Reports/2014/09/09%208%20facts%20about%20crude%20oil%20production/Crude%20Oil%20Exports%20web.pdf﴾ advocating lifting the U.S. Export ban on crude oil. This map shows some of the Brookings Institution's connections to the energy industry and focuses on David Goldwyn, a Brookings nonresident senior fellow, who is thanked at the beginning of the oil exports report. Goldwyn was recently profiled in a Mother Jones (http://www.motherjones.com/environment/2014/09/hillary‐clinton‐fracking‐shale‐state‐department‐chevron) article http://www.motherjones.com/environment/2014/09/hillary‐clinton‐fracking‐shale‐state‐department‐chevron﴿ on the﴾ State Department's role in pushing fracking under Hillary Clinton's leadership.

On Goldwyn's history in the oil and gas industry:

Goldwyn had a long history of promoting drilling overseas—both as a Department of Energy official under Bill Clinton and as a representative of the oil industry. From 2005 to 2009 he directed the US‐Libya Business Association, an organization funded primarily by US oil companies—including Chevron, Exxon Mobil, and Marathon—clamoring to tap Libya's abundant supply.

On Goldwyn's move from his role as Special Envoy at the State Department to the private sector:

Exhibit L, page 2 http://littlesis.org/maps/431-updated-how-hillary-clinton-and-david-goldwyn-sold-fracking 1/2 9/2/2015 Updated: How Hillary Clinton and David Goldwyn sold fracking - LittleSis

Goldwyn was also busy promoting fracking overseas—this time on behalf of industry. Between January and October 2012, his firm organized a series of workshops on fracking for officials in Bulgaria, Lithuania, Poland, Romania, and Ukraine, all of them funded by Chevron. The events were closed to the public—when Romanian journalist Vlad Ursulean tried to attend ﴾http://necir.org/2013/08/05/fracking‐the‐u‐s‐romania‐connection/﴿ the Romanian gathering, he says Goldwyn personally saw to it that he was escorted out.

Goldwyn told Mother Jones that the workshops featured presentations on technical aspects of fracking by academics from the Colorado School of Mines and Penn State University. Chevron, he maintains, had "no editorial input." But all of these countries—except Bulgaria, which was in the midst of anti‐fracking protests— would later grant Chevron major shale concessions.

‐In 2011 The Guardian reported ﴾http://www.theguardian.com/environment/2011/sep/27/keystone‐xl‐pipleine‐state delay﴿ that during his tenure at the State Department, Goldwyn met with the president and CEO of Transcanada Pipeline to coach him on how to best present the Keystone XL pipeline project.

The documents show that in May 2010 Elliott had arranged for Hal Kvisle, president and CEO of TransCanada Corporation at the time, to meet with David Goldwyn, head of international energy affairs for the State Department.

",Our meeting with David Goldwyn and Michael Sullivan ﴾another State Department official﴿ was very productive" Elliott wrote to Toiv, his acquaintance from Clinton's campaign days. "David provided us with insight on what he'd like to see by way of on‐the‐record comment during this public comment period of this Keystone KXL draft environmental impact statement. We are working with our stakeholders, shippers and vendors to deliver on the insight David shared with us and to do so by the June 15 deadline."

TransCanada was quick to act on the coaching it got from Goldwyn. Three days later Elliott sent Goldwyn the text of a letter written by Montana Gov. Brian Schweitzer in support of pipeline approval. Similar letters followed in the months ahead.

Update December 1, 2014: The New York Times (http://www.nytimes.com/2014/12/01/world/russian‐money‐suspected‐ behind‐fracking‐protests.html?_r=0) ran a story alleging Russian involvement in an anti‐fracking movement that has slowed Chevron's exploration and production goals in Romania. The story did not include any reference to the State Department's fracking push.

Sources show

.﴿A project of the Public Accountability Initiative ﴾http://public‐accountability.org﴿. More about LittleSis ﴾/about﴿. Read the disclaimer ﴾/disclaimer

Exhibit L, page 3 http://littlesis.org/maps/431-updated-how-hillary-clinton-and-david-goldwyn-sold-fracking 2/2 Exhibit M

Schaefer, S. (April 5, 2012). Interfaith groups urge removal of Dr. Hazam Chehabi. The Orange County Register. http://www.ocregister.com/articles/syrian-347961-chehabi- assad.html See also Nouh, Y. (Mar. 22, 1012). Hazem Chehabi Is Syrian President Bashar Al- Assad’s Man in OC. OC Weekly News. http://www.ocweekly.com/2012-03- 22/news/doctor-hazem-chehabi-syria-bashar-al-assad/ Interfaith groups urge removal of Dr. Hazen Chehabi The Orange County Register

NEWS Interfaith groups urge removal of Dr. Hazem Chehabi April 5, 2012

Updated Aug. 21, 2013 1:17 p.m.

By SAMANTHA A coalition of interfaith groups in Southern California is urging UC Irvine SCHAEFER / Chancellor Michael Drake to remove Dr. Hazem Chehabi from the school's For THE foundation trustees' board because of his ties to Syrian dictator Bashar al- ORANGE Assad. COUNTY REGISTER Chehabi volunteers as one of the Syrian government's honorary consul- generals, and serves as chair of the UC Irvine Foundation Board of Trustees. Chehebi, owner and president of Newport Diagnostics Center in Newport Beach, and his wife donated $1 million to the university in 2005.

The open letter states Chehabi should be removed as chair of the board until he condemns the violence in Syria and no longer supports the government of Assad by continuing in his post as Honorary Consul-General. The UC Irvine Foundation works to increase philanthropy and endowments, with the goal of raising $1 billion to support UCI.

"A man who has repeatedly refused to condemn the Assad regime and step down as the consul general for the regime with such a long record of crimes against humanity should not represent or be associated with this university," the letter states. Hazem Chehabi and his wife, Salma, at a UC Irvine Fuondation gala in October 2011. Chehabi serves as chair Chancellor Drake's past remark in support of the of the UCI Foundation Board of Trustees and as the Syrian struggle for freedom "rings hollow," as the honorary consul-general for the Syrian government. Students and organizations have called on the university university has not made efforts to cut ties to the administration to remove Chehabi from his post because brutal Syrian government, the letter continues. of his ties to the Syrian regime.

PHOTO COURTESY OF UC IRVINE AND PUMA IMAGES "We should clarify that it is not enough for the UCI administration to merely issue general http://www.ocregister.com/articles/syrian-347961-chehabi-assad.html 1 Exhibit M, page 2 Interfaith groups urge removal of Dr. Hazen Chehabi The Orange County Register condemnations of massacres of innocent Syrian families and children by the Assad regime. What is needed are direct and clear actions from UC Irvine distancing itself and its Board of Trustees from any and all connections with the Assad regime," the letter states.

The call comes a few weeks after UCI's Associated Student Government overwhelmingly passed a resolution demanding the university take the necessary steps to remove Chehabi from his post.

In a statement, the university condemned the brutality in Syria, but believes it is "inappropriate" to direct outrage at Chehabi, who has supported the university and its students for two decades.

"As a community grounded in the values of respect, empathy and integrity, we deplore the deteriorating humanitarian situation in that country. We join the world community in calling for an immediate end to the killings and a halt to the human rights violations," the statement read.

"Decisions made by a deeply entrenched foreign government are outside the control of a volunteer helping Syrian ex-patriots communicate with their relatives back home. Dr. Chehabi has spoken out against the atrocities in Syria, and his volunteer work as honorary consul provides significant assistance to Syrian-Americans and their families, helping to mitigate the chaos in their native country. This work for his fellow Syrian-Americans should remain separate from his support for the university, where he has helped foster quality and excellence through his ongoing support of our students and student life for nearly 20 years," the release concluded.

Chehabi has lived in the United States for almost 30 years, and has practiced medicine in Orange County since 1989, according to the statement. By press time, Chehabi had not returned requests for comment.

Chehabi has personal ties to the Assad, according to reports by NPR. His father was chief of staff in the Syrian army under Assad's father, the previous dictator of Syria, for decades. The two men were friends, and the Chehabi and Assad grew up together.

Since the uprising in Syria began last March, more than 8,000 people, mostly civilians, have been killed, one million people are in need of humanitarian relief, and tens of thousands of people have been displaced, according to UN estimates. Despite UN Security Council calls for a cease-fire in Syria by April 12, fighting in Syria reportedly increased Thursday.

Organizations that signed onto the letter include American Muslims for Palestine, Southern California; Council on American-Islamic Relations, Greater Los Angeles Area; IUCC (Irvine United Congregational Church) Advocates for Peace and Justice; Jewish Voice for Peace; Muslim Public Affairs Council; Syrian American Council, Los Angeles.

http://www.ocregister.com/articles/syrian-347961-chehabi-assad.html 2 Exhibit M, page 3 Hazem Chehabi Is Syrian President Bashar Al- Assad's Man in OC

The Newport Beach doctor is a UC Irvine philanthropist, Syria's honorary consul general—and the target of activists who call him an apologist for a brutal regime

By YASMIN NOUH Thursday, Mar 22 2012

The biography of Dr. Hazem Chehabi reads as though it were something out of a Horace Greeley fable. The chairman of the UC Irvine Foundation, the fund-raising arm of the university, came to this country as a 23-year-old medical student from his native Syria and quickly found fame as a doctor to the rich at his Newport Diagnostic Center, located on the outskirts of Fashion Island. His facility's pioneering efforts in medical imaging earned the immigrant untold wealth: a palatial Laguna Beach estate once featured in the pages of Architectural Digest; access to the lords of Orange County; and enough money to mark him as one of the county's premier philanthropists, donating more than $1 million to UCI alone. Chehabi's close ties with the Syrian government—NPR reported last year that he and Syrian president Bashar al-Assad Courtesy Levantine Cultural Center grew up together—also earned the doctor the title of the Chehabi (right): Innocent abroad, or insider? country's honorary general consul to the United States, a position that Chehabi has used to bring over Syria's national orchestra and otherwise promote the Middle Eastern country.

Chehabi's trajectory wasn't a problem until about a year ago, when pro-democracy protesters in Syria took to the streets that spring, as did Arabs in other countries, to demand the overthrow of their despot. But unlike similar uprisings in neighboring Tunisia, Egypt and Libya, Assad has remained in power and brutally cracked down on the opposition, killing more than 8,000 Syrians and drawing worldwide condemnation.

Despairing in the United States over their relatives at home, Syrian-American activists have decided to target Assad's most prominent American connection: Chehabi. Last week, UCI's student government, the Associated Students-UC Irvine (ASUCI), considered nonbinding legislation that called for the

Exhibit M, page 4 immediate removal of Chehabi from the foundation. More than 40 students and community members gathered inside the student center's Moss Cove room, where council members deliberated, and passionately urged them to pass the Chehabi condemnation.

"We're not asking him to step down [as consul general]," said fourth-year student Aminah Galal during the public-comments session. "We want the university to cut ties with the regime."

Another student told the council, "[Chehabi has] basically called the people who are protesting him extremists. This is the same tactic that the dictator Bashar al-Assad has used against his people. The international community has not been fooled by this, so I urge you to not be fooled by Hazem Chehabi."

The ASUCI vote on Chehabi was the culmination of a nearly yearlong effort. Two months after the revolution's outbreak, the Syrian Emergency Task Force started calling for the resignation of Chehabi, whose father was the former chief of staff of Syria's army. Eventually, that group combined forces with the Syrian American Council, a national organization with the same motives.

"[The Syrian American Council] will accept nothing less than a resignation [of Chehabi] and complete disassociation with the murderous regime," says Ammar Kahf, a doctoral student at UCLA. In May 2011, Kahf wrote a letter to Chehabi, asking him to step down from his UCI Foundation post and to publicly condemn the atrocities committed by the Syrian government; the doctor refused. Kahf responded by organizing protests outside Chehabi's Newport Beach medical offices (which double as the West Coast's Syrian consulate) and at UCI, making international news. In late October, Kahf collected more than 1,000 signatures on a petition calling for a meeting with the foundation's Board of Trustees and UCI Chancellor Michael Drake to discuss Chehabi's tenure. The university responded in November, with Associate Chancellor Ramona Agrela saying that university leadership and Dr. Chehabi both denounce the Assad regime's use of violence against peaceful protesters; the university foundation wouldn't further discuss the issue.

But that wasn't enough for the Syrian American Council, which passed the anti-Chehabi torch onto Anteaters. Kahf asked third-year student Sara Halabi to mobilize students on campus. (Halabi requested a pseudonym out of concern for her family's safety.) Halabi has had relatives in Damascus imprisoned since the uprising started; she calls them when she can, but their conversations are guarded for fear of surveillance.

"We can't ask too many questions because the phones are monitored," says Halabi. "Our conversations are like as if nothing is happening in Syria. If they don't give us any news, that's good news."

Exhibit M, page 5 When school started in September last year, Halabi organized teach-ins about the atrocities in Syria. In January, she asked ASUCI members Michelle Vasquez and Melissa Gamble to pen legislation calling for Chehabi's removal; the following month, Vasquez and Gamble introduced to the rest of the student council the initiative, which states that Chehabi's "continued tenure . . . directly contradicts the values and goals the university wishes to establish as a beacon for human-rights protection." The students didn't vote on it, however, because of issues with the wording.

School officials and student-government advisers then met with Vasquez and Gamble to suggest changes, but, Vasquez says, she felt it weakened the legislation. They were also advised to meet with Chehabi. Vasquez says she started to feel intimidated and stressed-out because the administration seemed to have taken "a special interest" in the legislation.

In early March, the 19-member ASUCI approved the resolution with 12 votes. A few minutes later, however, council leadership said they mistakenly rounded up the vote, narrowly missing the needed two-thirds majority mark; the new tabulation meant the legislation didn't pass.

ASUCI President Vikram Nayudu set up a meeting with Chehabi and the legislative council the following week, a day before the ASUCI's final vote on the subject. Chehabi requested it be a closed meeting and didn't allow any form of audio or video recording, prompting criticism from the council members. ASUCI members who attended the meeting say he told them his consul position is unpaid and that he isn't affiliated with al-Assad. Chehabi also took pains to make it clear he denounced any killing and violence in Syria. But those students also say the doctor called students demanding his resignation "Islamic fundamentalists."

At a meeting of the ASUCI the next day, council member Nicole Hisatomi said, "I'm appreciative of hearing Chehabi's side. But I'm really disappointed because it was undemocratic. [The meeting] was really rushed and secretive."

"He never directly stated he was against the Syrian regime," Vasquez told ASUCI representatives who weren't present at the meeting with Chehabi. "When you vote for this legislation, remember what it says, that we don't want to be represented by a man who represents the Syrian regime."

The vote to call for Chehabi's dismissal from the UCI Foundation board passed overwhelmingly, with 15 students in favor of the resolution, four abstentions and no votes against it.

Exhibit M, page 6 That victory in the bag, students and community members vow they'll continue to pressure the administration until it actually removes Chehabi, something the school has made no indication it will do or is even considering.

"We could be really happy, but this is not even a quarter of the battle," says Vasquez. "Now, our biggest issue is that these are just words. How are we going to keep administration accountable? Now, we have to make sure they follow through and take action."

As of press time, Chehabi hadn't returned the Weekly's requests for comment.

This article appeared in print as "Meet Bashar Al-Assad's Man In OC: Dr. Hazem Chehabi is a UC Irvine philanthropist, Syria's honorary consul general—and the target of activists who call him an apologist for a brutal regime."

Exhibit M, page 7 Exhibit N

Primack, D. (Sep. 25, 2014). Feds indict venture capitalist [James Mazzo] for insider trading. Mazzo is accused of leaking info on a pending merger to his ballplayer pal, who then made a bundle. Fortune. http://fortune.com/2014/09/25/feds-indict-venture-capitalist-for-insider-trading/ 8/30/2015 Feds indict venture capitalist for insider trading - Fortune Subscribe AUGUST 29, 2015  MENU Fortune.com Is organic craft beer really worth drinking?

FINANCE INSIDER TRADING Feds indict venture capitalist for insider trading

by Dan Primack @danprimack SEPTEMBER 25, 2014, 3:46 PM EDT    

Jim Mazzo Courtesy Versant Ventures Exhibit N, page 2 http://fortune.com/2014/09/25/feds-indict-venture-capitalist-for-insider-trading/ 1/9 8/30/2015 Feds indict venture capitalist for insider trading - Fortune

Jim Mazzo is accused of leaking info on a pending merger to his ballplayer pal, who then made a bundle.

What on earth was Versant Ventures thinking?

In July 2013, the healthcarefocused venture capital firm announced that it had hired Jim Mazzo as an operating partner. In the accompanying press release, Versant noted how Mazzo also would be installed as CEO of portfolio company AcuFocus, and that previously was CEO of a company that was sold to Abbott Labs in 2009 for $2.8 billion. Not mentioned was how the Securities and Exchange Commission had charged Mazzo with insider trading related to that big sale, and that some others involved in the case already had been indicted in federal court.

Which brings us to yesterday, when Mazzo also was on the short end of a 41count federal indictment. If Versant didn’t see this coming, then it had wrapped a few towels around its eyes and stuck its head in a bucket of mud. Or else, for whatever reason, it just doesn’t care.

The underlying case is that Mazzo allegedly discussed his company’s sale negotiations with friend and neighbor Doug DeCinces, who is best known as a Major League Baseball player in the 1970’s and 1980’s. DeCinces then allegedly used the nonpublic information to buy 90,000 shares in Mazzo’s company, called Advanced Medical Optics, which later announced the Abbott acquisition at a massive premium. Not only did DeCinces book around a $1.3 million profit on the trades, but he also told at least three of his friends, including former Baltimore Orioles teammate Eddie Murray.

Murray settled with the SEC, and has not yet been brought up on criminal charges. DeCinces and his friends also settled with the SEC, but are scheduled to go on trial for the criminal charges next February. That date may get moved back, now that Mazzo has been added to the defendants table.

Stephen Cazares, an assistant U.S. Attorney prosecuting the case, declined to explain why Mazzo was indicted two years later than were DeCinces and company. He did stress, however, that “insider trading can’t take place without an insider sharing information that breaches fiduciary duty to shareholders.”

Mazzo’s attorneys said that their client plans a “vigorous” defense, adding:

Exhibit N, page 3 http://fortune.c“ om/2014/09/25/feds-indict-venture-capitalist-for-insider-trading/ 2/9 8/30/2015 Feds indict venture capitalist for insider trading - Fortune

“The government has not alleged that Mr. Mazzo traded on inside information or profited “ from any trades by others. Nor has the government alleged any possible reason why Mr. Mazzo would have done so. Instead, the government claims that, for no apparent reason, he decided to give one friend nonpublic information about a corporate deal. The truth is that Mr. Mazzo never disclosed material, nonpublic information to Mr. DeCinces or any other investor – not to give a trading advantage to a friend, not for any reason.”

Calls to Versant Ventures were not returned. Same goes for calls to AcuFocus, which has raised more than $85 million in VC funding from such firms as Versant, The Carlyle Group ( CG -1.93% ) and Medtronic ( MDT 0.05% ). Mazzo and the company’s board of directors were said to be in the midst of a board meeting.

The full indictment is posted below:

SHOW ME MORE LIKE INSIDER TRADING MAZZO ET AL SS INDICTMENT SIMILAR TO INSIDER TRADING MAZZO ET AL SS INDICTMENT BACK TO DOC More from Fortune Previous | Next EEOC decision sexual orientation Title VII Fortune EEOC v. UPS 071515 Fortune 50 Cent Bankruptcy Fortune SEC order on KKR Fortune Yair v Mattes Fortune Fernandez Marca v. Nail Salons Fortune SEC complaint vs. Ifty Ahmed View this document on Scribd      3 Comments Licensing Exhibit N, page 4 http://fortune.com/2014/09/25/feds-indict-venture-capitalist-for-insider-trading/ 3/9 Case 8:12-cv-01327-DOC-AN Document 1 Filed 08/17/12 Page 1 of 30 Page ID #:1

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Exhibit N, page 65

Exhibit O

U.S. v. James V. Mazzo et al, SA CR No. 12-269 (B)-AG (C.D. CA 2013). Contained in this article and on PACER.GOV: http://fortune.com/2014/09/25/feds-indict-venture-capitalist-for-insider-trading/ https://ecf.cacd.uscourts.gov/cgi-bin/login.pl

Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 1 of 31 Page ID #:1568

Exhibit O, page 2 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 2 of 31 Page ID #:1569

Exhibit O, page 3 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 3 of 31 Page ID #:1570

Exhibit O, page 4 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 4 of 31 Page ID #:1571

Exhibit O, page 5 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 5 of 31 Page ID #:1572

Exhibit O, page 6 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 6 of 31 Page ID #:1573

Exhibit O, page 7 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 7 of 31 Page ID #:1574

Exhibit O, page 8 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 8 of 31 Page ID #:1575

Exhibit O, page 9 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 9 of 31 Page ID #:1576

Exhibit O, page 10 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 10 of 31 Page ID #:1577

Exhibit O, page 11 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 11 of 31 Page ID #:1578

Exhibit O, page 12 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 12 of 31 Page ID #:1579

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Exhibit O, page 14 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 14 of 31 Page ID #:1581

Exhibit O, page 15 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 15 of 31 Page ID #:1582

Exhibit O, page 16 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 16 of 31 Page ID #:1583

Exhibit O, page 17 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 17 of 31 Page ID #:1584

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Exhibit O, page 19 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 19 of 31 Page ID #:1586

Exhibit O, page 20 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 20 of 31 Page ID #:1587

Exhibit O, page 21 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 21 of 31 Page ID #:1588

Exhibit O, page 22 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 22 of 31 Page ID #:1589

Exhibit O, page 23 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 23 of 31 Page ID #:1590

Exhibit O, page 24 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 24 of 31 Page ID #:1591

Exhibit O, page 25 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 25 of 31 Page ID #:1592

Exhibit O, page 26 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 26 of 31 Page ID #:1593

Exhibit O, page 27 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 27 of 31 Page ID #:1594

Exhibit O, page 28 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 28 of 31 Page ID #:1595

Exhibit O, page 29 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 29 of 31 Page ID #:1596

Exhibit O, page 30 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 30 of 31 Page ID #:1597

Exhibit O, page 31 Case 8:12-cr-00269-AG Document 132 Filed 09/24/14 Page 31 of 31 Page ID #:1598

Exhibit O, page 32 Exhibit P

SEC. (Aug. 17, 2012). New Charges in Insider Trading Case Include Former CEO and Professional Baseball Player [Press release]. http://www.sec.gov/News/PressRelease/Detail/PressRelease/1365171483872 9/2/2015 SEC.gov | New Charges in Insider Trading Case Include Former CEO and Professional Baseball Player

New Charges in Insider Trading Case Include Former CEO and Professional Baseball Player

FOR IMMEDIATE RELEASE 2012-159 Washington, D.C., Aug. 17, 2012 — The Securities and Exchange Commission today announced a second round of charges in an insider trading case involving former professional baseball players and the former top executive at a Californiabased medical eye products company that was the subject of the illegal trading.

The SEC brought initial charges in the case last year, accusing former professional baseball player Doug DeCinces and three others of insider trading on confidential information ahead of an acquisition of Advanced Medical Optics Inc. DeCinces and his three tippees made more than $1.7 million in illegal profits, and they agreed to pay more than $3.3 million to settle the SEC’s charges.

Now the SEC is charging the source of those illegal tips about the impending transaction – DeCinces’s close friend and neighbor James V. Mazzo, who was the Chairman and CEO of Advanced Medical Optics. The SEC also is charging two others who traded on inside information that DeCinces tipped to them – DeCinces’ former Baltimore Orioles teammate Eddie Murray and another friend David L. Parker, who is a businessman living in Utah.

The SEC alleges that Murray made approximately $235,314 in illegal profits after Illinoisbased Abbott Laboratories Inc. publicly announced its plan to purchase Advanced Medical Optics through a tender offer. Murray agreed to settle the SEC’s charges by paying $358,151. The SEC’s case continues against Parker and Mazzo, the latter of whom was directly involved in the tender offer and tipped the confidential information to DeCinces along the way.

“It is truly disappointing when role models, particularly those who have achieved so much in their professional careers, give in to the temptation of easy money,” said Daniel M. Hawke, Chief of the SEC Enforcement Division’s Market Abuse Unit and Director of the Philadelphia Regional Office. “Mazzo had repeated personal contacts and communications with DeCinces, who promptly traded and tipped Murray, Parker and others that a deal involving Mazzo’s company was imminent. CEOs and other employees of public companies must resist the lure of sharing confidential information with their friends and always put the interests of their shareholders and company first.”

According to the SEC’s complaint filed in U.S. District Court for the Central District of California, the total unlawful profits resulting from Mazzo’s illegal tipping was more than $2.4 million. Once Mazzo began tipping DeCinces with confidential information about the upcoming transaction, DeCinces began to purchase Advanced Medical Optics stock in several brokerage accounts. DeCinces bought more and more shares as the deal progressed and as he continued communicating with Mazzo. DeCinces tipped at least five others who traded on the inside

Exhibit P, page 2 http://www.sec.gov/News/PressRelease/Detail/PressRelease/1365171483872 1/3 9/2/2015 SEC.gov | New Charges in Insider Trading Case Include Former CEO and Professional Baseball Player

information, including Murray, Parker, and the three traders who settled their charges along with DeCinces last year – physical therapist Joseph J. Donohue, real estate lawyer Fred Scott Jackson, and businessman Roger A. Wittenbach.

According to the SEC’s complaint, Mazzo and DeCinces had been close friends for quite some time and lived in the same exclusive gated community in Laguna Beach, Calif. They socialized together with their wives, belonging to the same Orange County country club and vacationing together overseas. They also communicated frequently by email and through phone calls. Mazzo invested in the restaurant business of DeCinces’ son, and DeCinces’ daughter provided interior decorating services for Mazzo and his wife. Mazzo was directly involved in the impending Advanced Medical Optics/Abbott transaction from its inception in October 2008. With knowledge of confidential information about the deal and his duty not to disclose it, Mazzo illegally tipped DeCinces, who made significant purchases of Advanced Medical Optics shares on Nov. 5, 2008, and continuing up until and near the time of the public announcement of the acquisition.

The SEC alleges that Parker and DeCinces had been friends and business associates at the time of the illegal trading. Between Jan. 6 and Jan. 8, 2009, Parker bought 25,000 shares of Advanced Medical Optics stock on the basis of confidential information received from DeCinces about the impending transaction. Parker made approximately $347,920 when he sold the stock on the same day as the public announcement. Meanwhile on January 7, Murray used all of the available cash in his selfdirected brokerage account to purchase 17,000 shares of Advanced Medical Optics stock on the basis of the confidential information that DeCinces communicated to him. Murray sold all of his shares following the public announcement.

Murray agreed to settle the charges against him without admitting or denying the SEC’s allegations by consenting to the entry of a final judgment permanently enjoining him from violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b5 and 14e3 thereunder. Murray agreed to pay disgorgement of $235,314, prejudgment interest of $5,180, and a penalty of $117,657 for a total of $358,151. The settlement is subject to final approval by the court.

The SEC’s investigation, which is continuing, has been conducted by Colleen K. Lynch, John S. Rymas, and David W. Snyder, who are members of the Market Abuse Unit in Philadelphia, as well as Elaine C. Greenberg, Associate Regional Director in the Philadelphia office, and Sanjay Wadhwa, Deputy Unit Chief in New York. G. Jeffrey Boujoukos, Michael J. Rinaldi, and Scott A. Thompson are handling the litigation. The SEC appreciates the assistance of the Financial Industry Regulatory Authority (FINRA) and the Internal Revenue Service.

###

Related Materials

SEC Complaint

More SEC Insider Trading Cases

Exhibit P, page 3 http://www.sec.gov/News/PressRelease/Detail/PressRelease/1365171483872 2/3 Exhibit Q

James V. Mazzo (Accessed Sep. 01, 2015). Executive Profile. Abbott Laboratories. Bloomberg. http://www.bloomberg.com/research/stocks/people/person.asp?personId=249243&ticker =ABT

See also Noe, T. (undated). Abbott Laboratories Contributes to Ross Heart Hospital. The Ohio State University, Cardiovascular Medicine. https://internalmedicine.osu.edu/cardiovascular/article.cfm?ID=1535

. 9/1/2015 James V. Mazzo: Executive Profile & Biography - Businessweek

HEALTH CARE SECTOR » HEALTH CARE EQUIPMENT & SUPPLIES INDUSTRY » ABT Abbott Laboratories (ABT:New York)

Last $43.71 USD Change Today -1.58 / -3.48% Volume 5.1M ABT On Other Exchanges

As of 2:49 PM 09/1/15 All times are local (Market data is delayed by at least 15 minutes).

Snapshot News Charts Financials Earnings People Ownership Transactions Options

Overview Board Members Committees

Executive Profile* James V. Mazzo

Age Total Calculated Compensation This person is connected to 62 board members in 4 different organizations across 9 different industries. 58 -- See Board Relationships

Background* Mr. James V. Mazzo, also known as Jim, serves as the Chief Executive Officer and Chairman of Focus, Inc. Mr. Mazzo was an Operating Partner at Versant Ventures, Inc. since July 12, 2013. At Versant, He focused on patient needs, new technology advancements, and investment opportunities in the healthcare field worldwide. He serves as an advisor and board member to additional Versant portfolio companies. He served as the Chief Executive Officer of Abbott Medical Optics Inc. since June 2002 and also served as its President from June 2002 to November 2007. He served as the President, Abbott Medical Products. He served as the Senior Vice President of Advanced Medical Optics at Abbott Laboratories since February 2009 until May 2013, heading up its global vision care business. Mr. Mazzo served as the Chairman and President at Advanced Medical Technology Association until March 16, 2012. He served as the President of Surgical and CLCP Businesses at Allergan Inc. He served for over 20 years in a variety of positions at Allergan, including Director of Marketing (Canada), Vice President and Managing Director (Italy) and Senior Vice President, Northern Europe. He led the spinoff of AMO from Allergan in 2002. From April 1998 to January 2002, he served as a Corporate Vice President and President of Europe/Africa/Middle East Region at Allergan. From January 2001 to January 2002, Mr. Mazzo served as the President of Global Surgical Business at Allergan Inc., from January 2001 to January 2002 and its President of Global Lens Care Products from May 1998 to January 2001. From June 1997 to May 1998, he served as a Senior Vice President of U.S. Eyecare & Rx Sales and Marketing at Allergan Inc. Mr. Mazzo first joined Allergan in 1980. He has been Executive Chairman at Neurotech Pharmaceuticals, Inc. since August 2013. He served as the Executive Chairman of Advanced Medical Optics Inc. since May 2006. He serves as a Director of OCTANe and OCTANe LLC. He serves on University of California(UCI) Dean's Board of Business and Engineering at Irvine. He serves as a Trustee for Chapman University and the University of San Diego. He serves as the Chairman of the UCI Foundation. He served as a Director of Microsemi Corporation from August 2012 to September 24, 2014. He served as a Director of Aerie Pharmaceuticals, Inc., from June 11, 2014 to September 26, 2014. Mr. Mazzo served as an Executive Director of Abbott Medical Optics Inc. since October 2001. He served as the Chairman of AdvaMed from 2010 to March 16, 2012. During his two- year tenure as chair, he led the organization’s efforts to advocate for legal, regulatory and economic environments that advance global health care via patient access to life-changing medical technology. He served as a Director of Advanced Medical Technology Association (AdvaMed) and OCTANe. He served as an Executive Director of Advanced Medical Optics Inc., from October 2001 to February 26, 2009 and Abbott Exhibit Q, page 2 http://www.bloomberg.com/research/stocks/people/person.asp?personId=249243&ticker=ABT 1/3 9/1/2015 James V. Mazzo: Executive Profile & Biography - Businessweek Medical Optics Inc from October 2001 to February 26, 2009. He served as a Director of Beckman Coulter, Inc., from February 14, 2007 to January 16, 2009. He has 35-year career in the healthcare industry. Mr. Mazzo holds a B.S. in Zoology from California State University in Long Beach. Collapse Detail

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Corporate Headquarters* Annual Compensation* 100 Abbott Park Road There is no Annual Compensation data available. Abbott Park, Illinois 60064 Stock Options* United States There is no Stock Options data available. Phone: 847-937-6100

Fax: -- Total Compensation* There is no Total Compensation data available. Board Members Memberships* Chairman and Chief Executive Officer Acufocus, Inc.

Director OCTANe Exhibit Q, page 3 http://www.bloomberg.com/research/stocks/people/person.asp?personId=249243&ticker=ABT 2/3 9/1/2015 James V. Mazzo: Executive Profile & Biography - Businessweek

Director OCTANe LLC

2013-Present Executive Chairman Neurotech Pharmaceuticals, Inc.

Education* BS California State University

Other Affiliations* Versant Ventures, Inc. Neurotech Pharmaceuticals, Inc. California State University Abbott Laboratories Allergan Inc. Beckman Coulter, Inc. Microsemi Corporation Abbott Medical Optics Inc. Advanced Medical Technology Association Aerie Pharmaceuticals, Inc. OCTANe OCTANe LLC

*Data is at least as current as the most recent Definitive Proxy.

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Exhibit Q, page 4 http://www.bloomberg.com/research/stocks/people/person.asp?personId=249243&ticker=ABT 3/3 Division of Cardiovascular

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Home > News > Article Abbott Laboratories Contributes to Ross Heart Hospital

COLUMBUS, Ohio – The Ohio State University’s Richard M. Ross Heart Hospital has received a gift from the Abbott Laboratories Fund to help equip the premier 100-bed facility currently under construction on Ohio State’s medical campus. The $250,000 gift will help ensure that the care provided to heart patients at the Ross Heart Hospital will be among the most advanced in the country.

The Ross family founded the Columbus company today known as Abbott Laboratories’ Ross Products Division -- a world leader in nutritional products for people of all ages.

Elizabeth M. “Libby” Ross and family provided funding to make the heart hospital possible and to honor the legacy of her late husband, Richard M. Ross, a well- known philanthropist and business leader. The Abbott Laboratories Fund donated the additional $250,000 to support advanced cardiovascular care in central Ohio while further honoring the Ross family.

Gary Flynn, president of Ross Products Division, said the Abbott Laboratories Fund is committed to making a positive impact on the health and lives of people around the world.

“Abbott’s Ross Products Division has a long tradition of caring for the citizens of central Ohio, and we are delighted to carry on that tradition through our support for the new heart hospital,” Flynn said.

Dr. Fred Sanfilippo, senior vice president for health sciences and dean of The Ohio State University College of Medicine and Public Health, said the generosity of Abbott Laboratories and the Ross family is making possible the development of a heart-focused hospital that will help set the country’s standards for cardiac care.

“Years of careful study and planning have gone into making this facility a centerpiece for heart care and treatment that reflects the world’s most advanced technology and broad-based knowledge in cardiology and cardiothoracic surgery,” said Sanfilippo. “The kindness, ongoing support and foresight of Libby Ross and Abbott Laboratories can’t be understated in this endeavor.” The Ross Heart Hospital will open in 2004.

Abbott Laboratories is a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals, nutritionals and medical products, including devices and diagnostics. The company employs approximately 70,000 people and markets its products in more than 130 countries. The company’s widely recognized brands include Similac, Isomil, Ensure, Glucerna, Pedialyte, PediaSure, ProSure and ZonePerfect.

To contact the Ross Products Division of Abbott Laboratories, call Tracey Noe at 614-624-6807 or send e-mail to [email protected].

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Department of Internal Medicine Contact Us OneSource Division of Cardiovascular Medicine Site Map OSUCCC - James 244 Davis Heart & Lung Research Institute Privacy Policy College of Medicine 473 W. 12th Avenue Terms of Use Wexner Medical Center Columbus, OH 43210 Ohio State Phone: 614-293-4967

Exhibit Q, page 5 8/31/2015 Collaborators | Food Industries Center

The Ohio State University Food Industries Center Help Buckeye Link Map Find People Webmail Search Ohio State

Collaborators

Instructors Valente B. Alvarez, OSU, The Wilbur A. Gould Food Industries Center Susan Barger, Abbott Labs Jacques Bichier, FoodTech Bill Cornelius, OSU Department of Food Science and Technology Gordon L. Freeman, Ball Food & Household Products Group Jim.W. Harper, OSU Department of Food Science and Technology Jack Jordan, Pentair Process Technologies Jianrong Li, OSU Department of Food Science and Technology Jim McCoy, Pentair Process Technologies John R. Miller, Seiberling Associates, Inc. David Menge, Ohio Department of Agriculture David K. Park, Food-Defense, LLC Melvin Pascall, OSU Food Science and Technology Matt Pitts, Food and Drug Administration Rick Rector, Ecolab Vivian Saunders, Charm Sciences Inc. Dale A. Seiberling, ESC Juan Silva, Mississippi State University, Department of Food Science & Technology Angel M. Suarez, Food Drug Administration Bryan Tackaberry, Seiberling Associates Nate Wall, 3-A SSI Ahmed Yousef, OSU Department of Food Science and Technology

Faculty and Scientists Sheryl Barringer, OSU Department of Food Science and Technology W. James Harper, OSU Department of Food Science and Technology Melvin Pascall, OSU Department of Food Science and Technology Steve Schwartz, OSU Department of Food Science and Technology Yael Vodovotz, OSU Department of Food Science and Technology Hua Wang, OSU Department of Food Science and Technology

Exhibit Q, page 6 http://foodindustries.osu.edu/Collaborators 1/1