efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 Return of Organization Exempt From Income Tax OMB No 1545-0047 Form 990 Under section 501 (c), 527, or 4947( a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation) 2012 Department of the Treasury Internal Revenue Service 1-The organization may have to use a copy of this return to satisfy state reporting requirements

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013 C Name of organization B Check if applicable D Employer identification number University of Southern California fl Address change 95-1642394 Doing Business As • Name change

1 Initial return Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number UNIVERSITY GARDENS F_ Terminated Suite UGB203 (213)821-1900 (- Amended return City or town, state or country, and ZIP + 4 Los Angeles, CA 900898003 1 Application pending G Gross receipts $ 3,954,173,592

F Name and address of principal officer H(a) Is this a group return for DR CHRYSOSTOMOS L NIKIAS affiliates? (-Yes No UNIVERSITY GARDENS-UGB203 LOS ANGELES,CA 900898003 H(b) Are all affiliates included?1 Yes (- No If "No," attach a list (see instructions) I Tax-exempt status F 501(c)(3) 1 501(c) ( ) I (insert no ) (- 4947(a)(1) or F_ 527 H(c) Group exemption number 0- J Website : 1- http //www use edu

K Form of organization F Corporation 1 Trust F_ Association (- Other 0- L Year of formation 1895 M State of legal domicile CA Summary 1 Briefly describe the organization's mission or most significant activities SEE SCHEDULE 0 w

2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets

3 Number of voting members of the governing body (Part VI, line 1a) ...... 3 57 4 Number of independent voting members of the governing body (Part VI, line 1b) . . . . 4 43 5 Total number of individuals employed in calendar year 2012 (Part V, line 2a) . 5 26,874 6 Total number of volunteers (estimate if necessary) 6 7aTotal unrelated business revenue from Part VIII, column (C), line 12 ...... 7a 45,333,278 b Net unrelated business taxable income from Form 990-T, line 34 ...... 7b -1,899,418 Prior Year Current Year 8 Contributions and grants (Part VIII, line 1h) . 848,815,407 860,983,969 9 Program service revenue (Part VIII, line 2g) . 2,595,198,833 2,845,815,262 N 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d . . . 160,130,046 244,093,275 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 2,394,879 2,533,072 12 Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line 12) ...... 3,606,539,165 3,953,425,578 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) 416,149,397 416,541,339 14 Benefits paid to or for members (Part IX, column (A), line 4) . 0 0 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5-10) 1,898,194,370 1,961,275,803 16a Professional fundraising fees (Part IX, column (A), line 11e) 0 0

b Total fundraising expenses (Part IX, column (D), line 25) 0-47,022,486 LLJ 17 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) . . . . 1,067,467,561 1,147,896,923 18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) 3,381,811,328 3,525,714,065 19 Revenue less expenses Subtract line 18 from line 12 224,727,837 427,711,513 Beginning of Current End of Year Year 20 Total assets (Part X, l i n e 1 6 ) ...... 7,759,326,807 8,451,149,010 % 21 Total l i a b i l i t i e s (Part X, l i n e 2 6 ) ...... 2,243,920,048 2,366,766,709 ZLL 22 Net assets or fund balances Subtract line 21 from line 20 5,515,406,759 6,084,382,301 lijaM Signature Block Under penalties of perjury, I declare that I have examined this return, includin my knowledge and belief, it is true, correct, and complete Declaration of preps preparer has any knowledge

Signature of officer Sign Here ROBERT ABELES SR VP, FINANCE AND CFO Type or print name and title

Print/Type preparer's name Preparers signature GWEN SPENCER Paid Firm's name 1- PricewaterhouseCoopers LLP Pre pare r Use Only Firm's address 1-125 High Street Boston, MA 02110 May the IRS discuss this return with the preparer shown above? (see instructs

For Paperwork Reduction Act Notice, see the separate instructions. Form 990 ( 2012) Page 2 Statement of Program Service Accomplishments Check if Schedule 0 contains a response to any question in this Part III .F 1 Briefly describe the organization's mission SEE SCHEDULE 0

2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990-EZ7 ...... fl Yes F No If"Yes,"describe these new services on Schedule 0 3 Did the organization cease conducting , or make significant changes in how it conducts, any program services? ...... F Yes F7 No If"Yes,"describe these changes on Schedule 0 4 Describe the organization 's program service accomplishments for each of its three largest program services , as measured by expenses Section 501(c)(3) and 501( c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses , and revenue , if any, for each program service reported

4a (Code ) ( Expenses $ 1,610,153,342 including grants of $ 414,802,247 ) (Revenue $ 1,488,276,435 INSTRUCTION 18,316 STUDENTS IN UNDERGRADUATE CLASSES 21,642 STUDENTS IN GRADUATE AND PROFESSIONAL CLASSES 4,740 BACHELOR DEGREES CONFERRED AND 7,888 ADVANCED DEGREES CONFERRED IN 2012-2013

4b (Code ) ( Expenses $ 924,287,000 including grants of $ 0 ) (Revenue $ 695,525,303 HEALTH CARE SERVICES THE DOCTORS OF USC ARE MORE THAN 500 PHYSICIANS AND SPECIALISTS WHO ARE FULL-TIME FACULTY MEMBERS OF THE KECK SCHOOL OF MEDICINE OF USC USC PHYSICIANS PRACTICE AT KECK HOSPITAL OF USC, USC NORRIS CANCER HOSPITAL, DOHENY EYE INSTITUTE, HEALTH CARE CENTERS ON THE HEALTH SCIENCES CAMPUS AND IN DOWNTOWN LOS ANGELES, AND AT LOS ANGELES COUNTY & USC MEDICAL CENTER AND CHILDRENS HOSPITAL LOS ANGELES

4c (Code ) ( Expenses $ 297,357,000 including grants of $ 0 ) (Revenue $ 275,925,631 AUXILIARY ENTERPRISES APPROXIMATELY 40,000 STUDENTS AND 16,000 FACULTY AND STAFF ARE SERVED BY THE BOOKSTORE, DINING SERVICES, HOUSING, PARKING FACILITIES AND OTHER SERVICES THAT SUPPORT EDUCATIONAL ACTIVITIES

4d Other program services ( Describe in Schedule 0 ) (Expenses $ 347,467,001 including grants of $ 1,739,092 ) (Revenue $ 386 ,087,893

4e Total program service expenses 1- 3,179,264,343 Form 990 (2012) Form 990 (2012) Page 3 Checklist of Required Schedules Yes No 1 Is the organization described in section 501(c)(3) or4947(a)(1) (other than a private foundation)? If "Yes," Yes complete Schedule As ...... 1 2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? . 2 Yes 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to No candidates for public office? If "Yes,"complete Schedule C, Part Is ...... 4 Section 501 ( c)(3) organizations . Did the organization engage in lobbying activities, or have a section 501(h) Yes election in effect during the tax year? If "Yes , "complete Schedule C, Part II ...... 4 5 Is the organization a section 501 (c)(4), 501 (c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C, N o Part HIS ...... 5 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes,"complete N o Schedule D, Part I ...... 6 7 Did the organization receive or hold a conservation easement, including easements to preserve open space, No the environment, historic land areas, or historic structures? If "Yes,"complete Schedule D, Part IIS . 7 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," Yes complete Schedule D, Part III IN ...... 8 9 Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as a custodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt Yes negotiation services? If "Yes,"complete Schedule D, Part IV ...... g

10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, 10 Yes permanent endowments, or quasi-endowments? If "Yes,"complete Schedule D, Part V . 11 If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable a Did the organization report an amount for land, buildings, and equipment in Part X, line 10? Yes If "Yes,"complete Schedule D, Part VI...... lla b Did the organization report an amount for investments-other securities in Part X, line 12 that is 5% or more of Yes its total assets reported in Part X, line 16? If "Yes, "complete Schedule D, Part VIIS ...... llb c Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more of No its total assets reported in Part X, line 16? If "Yes, "complete Schedule D, Part VIII ...... llc d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets No reported i n Part X, l i n e 16? If "Yes," complete Schedule D, Part IX' ...... lld e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part )( lle Yes f Did the organization's separate or consolidated financial statements for the tax year include a footnote that llf No addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740 )? If "Yes,"complete Schedule D, Part X...... 12a Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes,"complete Schedule D, Parts XI and XII ...... 12a N o b Was the organization included in consolidated, independent audited financial statements for the tax year? If 12b Yes "Yes,"and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional IN I 13 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes,"completeScheduleE 13 Yes 14a Did the organization maintain an office, employees, or agents outside of the United States? . 14a Yes b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes, "complete Schedule F, Parts I and IV ...... 14b Yes 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any Yes organization or entity located outside the United States? If "Yes," complete Schedule F, Parts II and IV 95 15 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to No individuals located outside the United States? If "Yes," complete Schedule F, Parts III and IV . . . IN 1 16 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part 17 No IX, column (A), lines 6 and 11 e? If "Yes," complete Schedule G, Part I (see instructions) . . . . 95 1 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part Yes VIII, lines 1c and 8a? If "Yes, "complete Schedule G, Part II ...... 18 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If 19 No "Yes,"complete Schedule G, Part III ...... 95 1 20a Did the organization operate one or more hospital facilities? If "Yes,"completeScheduleH . . 20a Yes b If"Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return? 95 20b Yes Form 990 (2012) Form 990 (2012) Page 4 Checklist of Required Schedules (continued) 21 Did the organization report more than $5,000 of grants and other assistance to any government or organization in 21 Yes the United States on Part IX, column (A), line 1? If "Yes," complete Schedule I, Parts I and II . . . 22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States 22 Yes on Part IX, column (A), line 2? If "Yes, "complete Schedule I, Parts I and III ...... 23 Did the organization answer "Yes" to Part VII, Section A, line 3,4, or 5 about compensation of the organization's Yes current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," 23 complete Schedule J ...... 24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If"Yes," answer lines 24b through 24d Yes and complete Schedule K. If "No,"go to line 25 ...... 24a

b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? . 24b No c Did the organization maintain an escrow account other than a refunding escrow at any time during the year No to defease any tax-exempt bonds? . 24c d Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year? 24d No

25a Section 501(c)( 3) and 501(c)(4) organizations . Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I ...... 15 25a No b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 25b No "Yes,"complete Schedule L, Part I ...... 95 26 Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, o disqualified person outstanding as of the end of the organization's tax year? If "Yes," complete Schedule L, 26 Yes Part II ...... 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family 27 No member of any of these persons? If "Yes,"complete Schedule L, Part III ...... 95 28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions) a A current or former officer, director, trustee, or key employee? If "Yes,"complete Schedule L, Part IV ...... 28a Yes b A family member of a current or former officer, director, trustee, or key employee? If "Yes," Yes complete Schedule L, Part IV ...... 28b c A n entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was Yes an officer, director, trustee, or direct or indirect owner? If "Yes,"complete Schedule L, Part IV . . 28c

29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes, "complete Schedule M 29 Yes 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified Yes conservation contributions? If "Yes, "complete Schedule M ...... 30 31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, N o Part I ...... 31 32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes, " complete N o Schedule N, Part II ...... 32 33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations 33 Yes sections 301 770 1-2 and 301 770 1-3? If "Yes," complete Schedule R, Part I ...... 34 Was the organization related to any tax-exempt or taxable entity? If "Yes,"complete Schedule R, Part II, III, orIV, Yes and Part V, line l ...... 34 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)7 35a Yes b If'Yes'to line 35a, did the organization receive any payment from or engage in any transaction with a controlled 35b Yes entity within the meaning of section 512 (b)(13 )? If "Yes," complete Schedule R, Part V, line 2 . . . 36 Section 501(c)( 3) organizations . Did the organization make any transfers to an exempt non-charitable related No organization? If "Yes," complete Schedule R, Part V, line 2 ...... IS 1 36 37 Did the organization conduct more than 5 % of its activities through an entity that is not a related organization No and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI 37 38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 1 lb and 19? Yes Note . All Form 990 filers are required to complete Schedule 0 ...... 38 Form 990 (2012) Form 990 (2012) Page 5 Statements Regarding Other IRS Filings and Tax Compliance MEW- Check if Schedule 0 contains a res p onse to an y q uestion in this Part V ...... F Yes No la Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable . la 5,833 b Enter the number of Forms W-2G included in line la Enter-0- if not applicable lb 0

c Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ...... 1c Yes 2a Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return ...... 2a 26,874 b If at least one is reported on line 2a, did the organization file all required federal employment tax returns? 2b Yes Note . If the sum of lines la and 2a is greater than 250 , you may be required to e-file (see instructions)

3a Did the organization have unrelated business gross income of $ 1,000 or more during the year? . . 3a Yes b If "Yes," has it filed a Form 990-T for this year? If "No,"provide an explanation in Schedule O . . . . 3b Yes 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? ...... 4a Yes

b If "Yes," enter the name of the foreign country O-SP , FR , UK , CH , KS , MX , TW See instructions for filing requirements for Form TD F 90-22 1, Report of Foreign Bank and Financial Accounts

5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . . 5a N o

b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b N o c If"Yes,"to line 5a or 5b, did the organization file Form 8886-T? 5c 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the 6a N o organization solicit any contributions that were not tax deductible as charitable contributions? . . b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? . 6b 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and 7a Yes services provided to the payor? . b If "Yes," did the organization notify the donor of the value of the goods or services provided? . . 7b Yes c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 82827 ...... 7c I I N o d If"Yes,"indicate the number of Forms 8282 filed during the year . I 7d

e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? ...... 7e N o f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? . . 7f N o g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? . 7g h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? . 7h 8 Sponsoring organizations maintaining donor advised funds and section 509(a )( 3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year? . 8 9 Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966? . . 9a b Did the organization make a distribution to a donor, donor advisor, or related person? . . 9b 10 Section 501(c)(7) organizations. Enter a Initiation fees and capital contributions included on Part VIII, line 12 . 10a b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club 10b facilities 11 Section 501(c)(12) organizations. Enter a Gross income from members or shareholders ...... 11a b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them ) ...... 11b

12a Section 4947( a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? 12a b If "Yes," enter the amount of tax-exempt interest received or accrued during the year ...... 12b 13 Section 501(c)( 29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? 13a Note . See the instructions for additional information the organization must report on Schedule 0 b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans 13b c Enter the amount of reserves on hand 13c 14a Did the organization receive any payments for indoor tanning services during the tax year? . . . 14a No b If "Yes," has it filed a Form 720 to report these payments? If "No,"provide an explanation in Schedule 0 . 14b Form 990 (2012) Form 990 ( 2012) Page 6 Lam Governance , Management, and Disclosure For each "Yes"response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule 0. See instructions. Check if Schedule 0 contains a response to any question in this Part VI .F Section A . Governing Body and Management Yes No la Enter the number of voting members of the governing body at the end of the tax la 57 year . . If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule 0 b Enter the number of voting members included in line la, above, who are independent ...... lb 43 2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? 2 Yes 3 Did the organization delegate control over management duties customarily performed by or under the direct 3 No supervision of officers, directors or trustees, or key employees to a management company or other person? 4 Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...... 4 Yes 5 Did the organization become aware during the year of a significant diversion of the organization's assets? 5 No 6 Did the organization have members or stockholders? 6 No 7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ...... 7a No b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, 7b No or persons other than the governing body? 8 Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following a The governing body? ...... 8a Yes b Each committee with authority to act on behalf of the governing body? 8b Yes 9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization's mailing address? If "Yes,"provide the names and addresses in Schedule 0 ...... 9 No Section B. Policies ( This Section B requests information about p olicies not required b y the Internal Revenue Code.) Yes No 10a Did the organization have local chapters, branches, or affiliates? 10a Yes b If"Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? 10b Yes 11a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ...... 11a Yes b Describe in Schedule 0 the process, if any, used by the organization to review this Form 990 12a Did the organization have a written conflict of interest policy? If "No,"go to line 13 . 12a Yes b Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...... 12b Yes c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes,"describe in Schedule 0 how this was done . 12c Yes 13 Did the organization have a written whistleblower policy? 13 Yes 14 Did the organization have a written document retention and destruction policy? . 14 Yes 15 Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision? a The organization's CEO, Executive Director, or top management official 15a Yes b Other officers or key employees of the organization 15b Yes If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions) 16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ...... 16a No b If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization's exempt status with respect to such arrangements? ...... 16b Section C. Disclosure 17 List the States with which a copy of this Form 990 i s required to be filed- CA , O K 18 Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable ), 990, and 990 -T (501(c) (3)s only) available for public inspection Indicate how you made these available Check all that apply fl Own website fl Another' s website 17 Upon request fl Other ( explain in Schedule O) 19 Describe in Schedule 0 whether ( and if so, how), the organization made its governing documents , conflict of interest policy , and financial statements available to the public during the tax year 20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization -ERIK BRINK UNIV COMPTROLLER UNIV GARDENS-UGB203 LOS ANGELES, CA (213) 821-1900 Form 990 (2012) Form 990 (2012) Page 7 Compensation of Officers , Directors , Trustees, Key Employees , Highest Compensated Employees, and Independent Contractors Check if Schedule 0 contains a response to any question in this Part VII .F Section A. Officers, Directors, Trustees, Kev Employees, and Highest Compensated Employees la Complete this table for all persons required to be listed Report compensation for the calendar year ending with or within the organization's tax year * List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount of compensation Enter-0- in columns (D), (E), and (F) if no compensation was paid * List all of the organization's current key employees, if any See instructions for definition of "key employee " * List the organization's five current highest compensated employees (other than an officer, director, trustee or key employee) who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations * List all of the organization's former officers, key employees, or highest compensated employees who received more than $100,000 of reportable compensation from the organization and any related organizations * List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of the organization, more than $10,000 of reportable compensation from the organization and any related organizations List persons in the following order individual trustees or directors, institutional trustees, officers, key employees, highest compensated employees, and former such persons fl Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee

(A) (B) (C) (D) ( E) (F) Name and Title Average Position (do not check Reportable Reportable Estimated hours per more than one box, unless compensation compensation amount of other week (list person is both an officer from the from related compensation any hours and a director/trustee) organization (W- organizations from the for related 0 = T 2/1099-MISC) (W- 2/1099- organization and organizations ado MISC) related below . m_ art organizations dotted line) ca:

D 7

J. • 4• ^

See Additional Data Table

Form 990 (2012) Form 990 (2012) Page 8 Section A. Officers, Directors, Trustees , Key Employees , and Highest Compensated Employees (continued)

(A) (B) (C) (D) ( E) (F) Name and Title Average Position (do not check Reportable Reportable Estimated hours per more than one box, unless compensation compensation amount of other week (list person is both an officer from the from related compensation any hours and a director/trustee) organization (W- organizations (W- from the for related 0- ;rl M= T 2/1099-MISC) 2/1099-MISC) organization and organizations - boo a related below 74 m_ organizations dotted line) C: 7. SL ! fD

a ;3 ur

lb Sub-Total ...... c Total from continuation sheets to Part VII, Section A . . . . d Total ( add lines lb and 1c) ...... 0- 25,036,149 0 1,328,946 Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization-3,573

Yes I No Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line la? If "Yes," complete Schedule Jfor such individual ...... 3 Yes 4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,0007 If "Yes," complete Schedule -7 for such individual ...... 4 Yes Did any person listed on line la receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes,"complete Schedule J for such person ...... 5 No

Section B. Independent Contractors 1 Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization Report compensation for the calendar year ending with or within the organization's tax year (A) (B) (C) Name and business address Description of services Compensation 2U fka 2TOR INC , 1150 S OLIVE STREET SUITE 2050 LOS ANGELES CA 90015 CONSULTING 40,920,828 HATHAWAY DINWIDDIE CONSTRUCTION CO , 275 BATTERY STREET STE 300 SAN FRANCISCO CA 941113330 CONSTRUCTION SVCS 31,347,254 TUTOR-SALIBA CORPORATION , 15901 OLDEN STREET SYLMAR CA 91342 CONSTRUCTION SVCS 18,239,514 MATT CONSTRUCTION , 3470 MCCLINTOCK AVENUE LOS ANGELES CA 90089 CONSTRUCTION SVCS 16,503,750 ARAMARK CORPORATION , 1101 MARKET STREET PHILADELPHIA PA 19107 MAINTENANCE SERVICES 13,733,890 2 Total number of independent contractors ( including but not limited to those listed above ) who received more than $100,000 of compensation from the organization 0-592 Form 990 (2012) Form 990 (2012) Page 9 Statement of Revenue Check if Schedule 0 contains a response to any question in this Part VIII F (A) (B) (C) (D) Total revenue Related or Unrelated Revenue exempt business excluded from function revenue tax under revenue sections 512, 513, or 514 Z la Federated campaigns . la

b Membership dues . . . . lb 6- 0 0 E c Fundraising events . . . . 1c 571,324

d Related organizations . ld tJ' E e Government grants ( contributions) le 313,222,806

V f All other contributions , gifts, grants , and 1f 547,189,839 ^ similar amounts not included above

Noncash contributions included in lines 40,947,220 g la -If $ h Total . Add lines la-1f . 860,983,969

Business Code

2a TUITION & FEES 900099 1,488,276,435 1,488,276,435

a2 b NET PATIENT SERVICE REVENUE 900099 695 ,525,303 695,525,303

Sa c AUXILIARY ENTERPRISES 900099 275,925,631 227,808,244 48,117,387

d PROFESSIONAL SERVICES AGREEMENT 900099 128 ,135,712 128,135,712

e SALES & SERVICE 900099 28 ,200,554 28,200,554

f All other program service revenue 229 ,751,627 229,751,627

g Total . Add lines 2a - 2f ...... 0- 2,845,815,262 3 Investment income (including dividends , interest, and other similar amounts ) ...... 0- 67,060,880 -8,071,466 75,132,346 4 Income from investment of tax - exempt bond proceeds , , 0- 0

5 Royalties ...... 0- 3,109,145 3,109,145 (i) Real (ii) Personal 6a Gross rents b Less rental expenses c Rental income 0 0 or (loss) d Net rental inco me or ( loss) 0 (i) Securities (ii) Other 7a Gross amount from sales of 177,032,395 assets other than inventory b Less cost or other basis and sales expenses c Gain or (loss) 177,032,395

d Net gain or ( loss) . lim- 177,032,395 5,287,357 171,745,038 8a Gross income from fundraising W events ( not including $ 571,324 of contributions reported on line 1c) W See Part IV, line 18

L a 171,941

s b Less direct expenses b 748,014 c Net income or (loss ) from fundraising events 0- -576,073 -576,073 9a Gross income from gaming activities See Part IV , line 19 . . a b Less direct expenses . b c Net income or (loss ) from gaming acti vities . . .- 0 10a Gross sales of inventory, less returns and allowances . a

b Less cost of goods sold . b c Net income or (loss) from sales of inventory . lim- 0 Miscellaneous Revenue Business Code 11a b

C d All other revenue . . e Total . Add lines 11a-11d 0 12 Total revenue. See Instructions 3,953,425,578 2,797,697,875 45,333,278 249,410,456 Form 990 (2012) Form 990 (2012) Page 10 Statement of Functional Expenses Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A) Check if Schedule 0 contains a response to any auestion in this Part IX ...... (C) (D) Do not include amounts reported on lines 6b, ( A) (B) Program service Management and Fundraising Total expenses 7b, 8b, 9b, and 10b of Part VIII . expenses general expenses expenses 1 Grants and other assistance to governments and organizations in the United States See Part IV, line 21 1,337,191 1,337,191

2 Grants and other assistance to individuals in the United States See Part IV, line 22 413,465,056 413,465,056

3 Grants and other assistance to governments, organizations , and individuals outside the United States See P art IV, lines 15 and 16 1,739,092 1,739,092 4 Benefits paid to or for members 0

5 Compensation of current officers, directors, trustees, and key employees 10,748,086 6,482,339 3,309,663 956,084 6 Compensation not included above, to disqualified persons (as defined under section 4958 (f)(1)) and persons described in section 4958(c)(3)(B) 3,254,687 1,222,272 467,256 1,565,159 7 Other salaries and wages 1,542,230,030 1,392,193,161 127,307,473 22,729,396 8 Pension plan accruals and contributions ( include section 401(k) and 403(b) employer contributions ) 164 ,446,860 141,023,283 20,314,856 3,108,721 9 Other employee benefits 156 ,101,611 133,866,720 19,283,930 2,950,961

10 Payroll taxes 84,494,529 72,459,248 10,437,987 1,597,294 11 Fees for services (non-employees) a Management . 0

b Legal 6,030 ,390 6,030,390

c Accounting 2,217,596 2,217,596

d Lobbying 620,940 620,940 e Professional fundraising services See Part IV, line 17 0

f Investment management fees 11,659,671 11,659,671 g Other ( If line 11g amount exceeds 10% of line 25, column ( A) amount, list line 11g expenses on Schedule O) . 0 12 Advertising and promotion 0

13 Office expenses 680,782,305 635,318,312 32,476,557 12,987,436 14 Information technology 0 15 Royalties . 0

16 Occupancy 36,580,079 34,395,480 2,035,451 149,148

17 Travel 53,823,974 50,361,852 2,633,909 828,213 18 Payments of travel or entertainment expenses for any federal, state, or local public officials 0 19 Conferences , conventions , and meetings 0

20 Interest 60,454,081 17,227,520 43,216,487 10,074 21 Payments to affiliates 0

22 Depreciation , depletion, and amortization 161,285,000 153,341,000 7,804,000 140,000

23 Insurance ...... 10,232,010 10,232,010 24 Other expenses Itemize expenses not covered above (List miscellaneous expenses in line 24e If line 24e amount exceeds 10% of line 25, column ( A) amount, list line 24e expenses on Schedule 0 a COST OF GOODS SOLD 86,325,000 86,325,000 b UNIVERSITY SERVICES 37,885,877 37,885,877 c d e All other expenses

25 Total functional expenses. Add lines 1 through 24e 3,525,714,065 3,179,264,343 299,427,236 47,022,486 26 Joint costs. Complete this line only if the organization reported in column ( B) joint costs from a combined educational campaign and fundraising solicitation Check here F- if following SOP 98-2 (ASC 958-720)

Form 990 (2012) Form 990 (2012) Page 11 Balance Sheet Check if Schedule 0 contains a response to any question in this Part X F (A) (B) Beginning of year End of year 1 Cash-non-interest-bearing 0 1 0

2 Savings and temporary cash investments ...... 894,317,185 2 445,410,370

3 Pledges and grants receivable, net 434,214,622 3 477,695,853

4 Accounts receivable, net ...... 290,215,055 4 322,848,173 5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees Complete Part II of Schedule L . . 5,403,858 5 5,672,110 6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L 420,017 6 382,101

7 Notes and loans receivable, net ...... 78,298,105 7 78,859,669 'cc 8 Inventories for sale or use 17,462,192 8 20,452,990

9 Prepaid expenses and deferred charges . 129,174,827 9 134,664,926 10a Land, buildings, and equipment cost or other basis Complete Part VI of Schedule D 10a 4,144,653,687 b Less accumulated depreciation . . . . 10b 1 ,652,513,467 2,258,842,947 10c 2,492,140,220

11 Investments-publicly traded securities . 1,764,419,333 11 2,423,150,629

12 Investments-other securities See Part IV, line 11 1,597,361,227 12 1,743,234,083 13 Investments-program-related See Part IV, line 11 0 13 0 14 Intangible assets 0 14 0

15 Other assets See Part IV, line 11 ...... 289,197,439 15 306,637,886

16 Total assets. Add lines 1 through 15 (must equal line 34) . 7,759,326,807 16 8,451,149,010

17 Accounts payable and accrued expenses 352,208,639 17 415,017,777 18 Grants payable ...... 0 18 0

19 Deferred revenue ...... 145,871,407 19 159,412,660

20 Tax-exempt bond liabilities ...... 890,014,099 20 885,692,285 21 Escrow or custodial account liability Complete Part IV of Schedule D . 0 21 0 22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified persons Complete Part II of Schedule L ...... 15,000,000 22 39,992,780

23 Secured mortgages and notes payable to unrelated third parties 305,899,508 23 310,428,818 24 Unsecured notes and loans payable to unrelated third parties 0 24 0 25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24) Complete Part X of Schedule D . 534, 926, 395 25 556, 222, 389

26 Total liabilities. Add lines 17 through 25 . 2,243,920,048 26 2,366,766,709 Organizations that follow SFAS 117 ( ASC 958), check here 1- F and complete lines 27 through 29, and lines 33 and 34.

C5 27 Unrestricted net assets ...... 2,603,763,004 27 2,883,024,665 M 28 Temporarily restricted net assets 1,258,431,762 28 1,454,797,711 ca 29 Permanently restricted net assets ...... 1,653,211,993 29 1,746,559,925 r_ W_ Organizations that do not follow SFAS 117 (ASC 958 ), check here 1 F and complete lines 30 through 34. 30 Capital stock or trust principal, or current funds 30 31 Paid-in or capital surplus, or land, building or equipment fund 31 32 Retained earnings, endowment, accumulated income, or other funds 32

33 Total net assets or fund balances ...... 5,515,406,759 33 6,084,382,301

34 Total liabilities and net assets/fund balances ...... 7,759,326,807 34 8,451,149,010 Form 990 (2012) Form 990 (2012) Page 12 « Reconcilliation of Net Assets ('hark if crhariiila () rnntainc a rocnnnca to anv niiactinn in Chic Part YT 7

1 Total revenue (must equal Part VIII, column (A), line 12) . . 1 3,953,425,578 2 Total expenses (must equal Part IX, column (A), line 25) . . 2 3,525,714,065 3 Revenue less expenses Subtract line 2 from line 1 3 427,711,513 4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) 4 5,515,406,759 5 Net unrealized gains (losses) on investments 5 149,165,928 6 Donated services and use of facilities 6 7 Investment expenses . . 7 8 Prior period adjustments . . 8 13,439 9 Other changes in net assets or fund balances (explain in Schedule 0) 9 -7,915,338 10 Net assets or fund balances at end of year Combine lines 3 through 9 (must equal Part X, line 33, column (B)) 10 6,084 ,382,301 Financial Statements and Reporting Check if Schedule 0 contains a response to any question in this Part XII (-

Yes No

1 Accounting method used to prepare the Form 990 fl Cash 17 Accrual (Other If the organization changed its method of accounting from a prior year or checked "Other," explain in Schedule 0 2a Were the organization 's financial statements compiled or reviewed by an independent accountant? 2a No If'Yes,'check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both fl Separate basis fl Consolidated basis fl Both consolidated and separate basis b Were the organization 's financial statements audited by an independent accountant? 2b Yes If'Yes,'check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both fl Separate basis F Consolidated basis fl Both consolidated and separate basis c If"Yes,"to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? 2c Yes If the organization changed either its oversight process or selection process during the tax year, explain in Schedule 0 3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and 0 MB Circular A-1 33? 3a Yes b If"Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required 3b Yes audit or audits, explain why in Schedule 0 and describe any steps taken to undergo such audits Form 990 (2012) Additional Data

Software ID: Software Version: EIN: 95 -1642394 Name : University of Southern California

Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors (A) (B) (C) (D) (E) (F) Name and Title Average Position (do not check Reportable Reportable Estimated amount hours more than one box, compensation compensation of other per unless person is both from the from related compensation week an officer and a organization (W- organizations (W- from the (list director/trustee) 2/1099-MISC) 2/1099-MISC) organization and any related -n hours f moo organizations for s 74 m_ related C: 7+ organizations ° o '° below (D dotted =71 m line) a' V

1 0 WALLIS ANNENBERG TRUSTEE X

1 0 WANDA M AUSTIN TRUSTEE X

1 0 LISA BARKETT TRUSTEE X

1 0 THOMAS BARRACK TRUSTEE X

1 0 MARC R BENIOFF TRUSTEE X

1 0 JOSEPH M BOSKOVICH TRUSTEE X

1 0 GREGORY P BRAKOVICH TRUSTEE X

1 0 RICK J CARUSO TRUSTEE X

1 0 ALAN I CASDEN TRUSTEE X

1 0 RONNIE C CHAN TRUSTEE X

1 0 YANG HO CHO TRUSTEE X

1 0 CHRISTOPHER COX TRUSTEE X

1 0 FRANK H CRUZ TRUSTEE X

1 0 RICHARD A DEBEIKES JR TRUSTEE X

1 0 DAVID H DORNSIFE TRUSTEE X

1 0 MICHELE DEDEAUX ENGEMANN TRUSTEE (FROM 10/3/12) X

1 0 DANIEL J EPSTEIN TRUSTEE X

1 0 FRANK] FERTITTA III TRUSTEE (FROM 4/7/13) X

1 0 CAROL CAMPBELL FOX TRUSTEE X

1 0 CHENGYU FU TRUSTEE X

1 0 STANLEY P GOLD TRUSTEE X

1 0 TAMARA HUGHES GUSTAVSON TRUSTEE X

1 0 JANE HARMAN TRUSTEE X

1 0 MING HSIEH TRUSTEE X

1 0 RAY R IRANI TRUSTEE X Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors (A) (B) (C) (D) ( E) (F) Name and Title Average Position ( do not check Reportable Reportable Estimated amount hours more than one box , compensation compensation of other per unless person is both from the from related compensation week an officer and a organization (W- organizations (W- from the (list director/trustee ) 2/1099-MISC) 2/1099-MISC ) organization and any 0 o = related 2 77 r -n hours =1 0 Z a organizations

for te m 4 related i c r organizations 2 'D below dotted r m line)

10 SUZANNE NORA JOHNSON TRUSTEE X

10 LYDIA H KENNARD TRUSTEE X

1 0 KENNETH R KLEIN TRUSTEE X

1 0 JOHN KUSMIERSKY TRUSTEE X 20 1 0 DANIEL D LANE TRUSTEE X

1 0 DAVID L LEE TRUSTEE (UNTIL 7/27/12) X

1 0 MITCHELL LEW TRUSTEE ( FROM 6 /5/13) X

1 0 MONICA C LOZANO TRUSTEE X

1 0 JOHN C MARTIN TRUSTEE X

1 0 KATHLEEN L MCCARTHY TRUSTEE X

1 0 JAMIE MCCOURT TRUSTEE X

1 0 JOHN MORK X X 0 0 0 TRUSTEE/ CHAIRMAN ( FROM 6 /5/13)

1 0 JERRY W NEELY TRUSTEE X

50 0 CHRYSOSTOMOS L NIKIAS X X 1,188,986 0 402,538 PRESIDENT/Trustee 2 75 10 ROBERT PADGETT TRUSTEE X

1 0 JANE HOFFMAN POPOVICH TRUSTEE X

1 0 BLAKE QUINN TRUSTEE X

1 0 LORNA Y REED TRUSTEE X

1 0 EDWARD P ROSKI JR X X CHAIRMAN (UNTIL6/5/13)/TRUSTEE 5 1 0 BARBARA J ROSSIER TRUSTEE X

1 0 LEONARD D SCHAEFFER TRUSTEE (FROM 4/7/13) X

1 0 WILLIAM J SCHOEN TRUSTEE X

1 0 WILLIAM EB SIART TRUSTEE X

1 0 ROBERT H SMITH TRUSTEE X

1 0 JEFFREY H SMULYAN TRUSTEE X Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors (A) (B) (C) (D) (E) (F) Name and Title Average Position (do not check Reportable Reportable Estimated amount hours more than one box , compensation compensation of other per unless person is both from the from related compensation week an officer and a organization (W- organizations (W- from the (list director/trustee ) 2/1099-MISC) 2/1099-MISC ) organization and any 0 o = related 2 77 r -n hours =1 0 Z a organizations

for e _m 4 related i c r organizations 2 4 'D below dotted m line)

10 STEVEN SPIELBERG TRUSTEE X

1 0 MARK A STEVENS TRUSTEE X

1 0 RONALD D SUGAR TRUSTEE X

1 0 RATAN N TATA TRUSTEE X

1 0 DANIEL M TSAI TRUSTEE X

1 0 RONALD N TUTOR TRUSTEE X

1 0 ANDREW J VrrERBI TRUSTEE X

10 WILLISBWOOD JR TRUSTEE X

50 0 ELIZABETH GARRETT X 851,782 0 35,886 PROVOST/SR VP ACADEMIC AFFAIRS 1 25 50 0 ROBERT ABELES X 687,580 0 41,477 SR VP, FINANCE AND CFO 2 75 50 0 ALBERT R CHECCIO X 727,985 0 32,418 SR VP, UNIVERSITY ADVANCEMENT 25 50 0 TODD R DICKEY X 629,188 0 33,863 SR VP, ADMINISTRATION 5 50 0 THOMAS S SAYLES X 474,502 0 26,976 SR VP, UNIV relations

50 0 CAROL MAUCH AMIR X 515,754 0 46,427 SECRETARY/GENERAL COUNSEL 15 50 0 MITCHELL R CREEM X 1,051,948 0 12,845 CEO-UNIV&NORRIS(UNTIL 1/19/12)

50 0 JAMES G ELLIS X 542,742 0 43,127 DEAN -MARSHALL SCHOOL OF BUS 2 25 50 0 HOWARD A GILLMAN X 422,618 0 83,075 SEE SCHEDULE 0 FOR TITLE

50 0 THOMAS E JACKIEWICZ X 1,265,429 0 45,803 SR VP & CEO - USC HEALTH 20 50 0 LISA ANN MAZZOCCO X 1,082,581 0 38,380 Chief Investment Officer

50 0 CARMEN A PULIAFITO MD X 1,173,461 0 46,466 DEAN -KECK SCHOOL OF MED 4 25 50 0 YANNIS C YORTSOS X 397,268 0 101,605 DEAN -VITERBI SCHOOL OF ENG 1 25 50 0 MONTE LANE KIFFIN X 3,054,154 0 44,039 HEAD FOOTBALL COACH

50 0 VAUGHN A STARNES MD X 2,712,831 0 47,317 KSOM-DIST PROF OF SURGERY 20 50 0 PATRICK C HADEN X 2,391,416 0 48,660 Athletic Director 25 50 0 MONTE GEORGE KIFFIN X 1,883,343 0 40,820 ASSISTANT FOOTBALL COACH Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors (A) (B) (C) (D) ( E) (F) Name and Title Average Position (do not check Reportable Reportable Estimated amount hours more than one box, compensation compensation of other per unless person is both from the from related compensation week an officer and a organization (W- organizations (W- from the (list director/trustee ) 2/1099-MISC) 2/1099-MISC) organization and any 0 ,o = T related hours -D ^Z organizations Q2- ^Z for _m o ? related ^ te r. organizations 2 a below - KD -- dotted m line)

50 0 KEVIN O'NEILL X 1,750,170 0 48,539 HEAD COACH MEN'S BASKETBALL

40 0 STEVEN B SAMPLE X 1,463,779 0 66,783 FORMER PRESIDENT

35 0 MARTHA HARRIS X 399,044 0 956 FORMER SR VP, UNIV RELATIONS

40 0 ALAN KREDITOR X 369,588 0 40,946 FORMER SR VP, UNIV ADVNMNT efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 OMB No 1545-0047 SCHEDULE A Public Charity Status and Public Support (Form 990 or 990EZ) Complete if the organization is a section 501(c)(3) organization or a section 2012 Department of the Treasury 4947( a)(1) nonexempt charitable trust. Internal Revenue Service ► Attach to Form 990 or Form 990-EZ . ► See separate instructions. Name of the organization Employer identification number University of Southern California 1 95-1642394 Reason for Public Charity Status (All organizations must complete this part.) See instructions. The organi zation is not a private foundation because it is (For lines 1 through 11, check only one box ) 1 1 A church, convention of churches, or association of churches described in section 170 ( b)(1)(A)(i). 2 F A school described in section 170 (b)(1)(A)(ii). (Attach Schedule E ) 3 1 A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii). 4 1 A medical research organization operated in conjunction with a hospital described in section 170 (b)(1)(A)(iii). Enter the hospital's name, city, and state 5 fl An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170 ( b)(1)(A)(iv ). (Complete Part II ) 6 fl A federal, state, or local government or governmental unit described in section 170 ( b)(1)(A)(v). 7 1 An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi ). (Complete Part II ) 8 1 A community trust described in section 170 ( b)(1)(A)(vi ) (Complete Part II ) 9 1 An organization that normally receives (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions-subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975 See section 509(a)(2). (Complete Part III ) 10 fl An organization organized and operated exclusively to test for public safety See section 509(a)(4). 11 1 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2) See section 509( a)(3). Check the box that describes the type of supporting organization and complete lines Ile through 11 h a fl Type I b 1 Type II c fl Type III - Functionally integrated d (- Type III - Non - functionally integrated e (- By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509 ( a)(1 ) or section 509(a)(2) f If the organization received a written determination from the IRS that it is a Type I, Type II, orType III supporting organization, check this box (- g Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons? (i) A person who directly or indirectly controls , either alone or together with persons described in (ii) Yes No and (iii) below, the governing body of the supported organization? 11g(i) No (ii) A family member of a person described in (i) above? 11g(ii) No (iii) A 35% controlled entity of a person described in (i) or (ii) above? 11g(iii) h Provide the following information about the supported organization(s)

(i) Name of (ii) EIN (iii) Type of (iv) Is the (v) Did you notify (vi) Is the (vii) Amount of supported organization organization in the organization organization in monetary organization (described on col (i) listed in in col (i) of your col (i) organized support lines 1- 9 above your governing support? in the U S ? or IRC section document? (see instructions)) Yes No Yes No Yes No

Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ . Cat No 11285F ScheduleA(Form 990 or 990-EZ)2012 Schedule A (Form 990 or 990-EZ) 2012 Page 2 MU^ Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170 ( b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.) Section A . Public Support Calendar year ( or fiscal year beginning (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total in) 11111 1 Gifts, grants, contributions, and membership fees received (Do not include any "unusual grants ") 2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf 3 The value of services or facilities furnished by a governmental unit to the organization without charge 4 Total .Add lines 1 through 3 5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) 6 Public support . Subtract line 5 from line 4 Section B. Total Su pp ort Calendar year ( or fiscal year beginning (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total in) ► 7 Amounts from line 4 8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources 9 Net income from unrelated business activities, whether or not the business is regularly carried on 10 Other income Do not include gain or loss from the sale of capital assets (Explain in Part IV ) 11 Total support (Add lines 7 through 10) 12 Gross receipts from related activities, etc (see instructions) 12 13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here ...... ItE Section C. Com p utation of Public Su pp ort Percenta g e 14 Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) 14 15 Public support percentage for 2011 Schedule A, Part II, line 14 15 16a 331 / 3%support test - 2012 . If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box and stop here . The organization qualifies as a publicly supported organization b 331 / 3%support test - 2011 . If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this box and stop here . The organization qualifies as a publicly supported organization 17a 10%-facts-and -circumstances test - 2012 . If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here . Explain in Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supported organization b 10%-facts-and-circumstances test - 2011 . If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts- and-circumstances" test, check this box and stop here. Explain in Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supported organization 18 Private foundation . If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see instructions

Schedule A (Form 990 or 990-EZ) 2012 Schedule A (Form 990 or 990-EZ) 2012 Page 3 IMMITM Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.) Section A . Public Support Calendar year ( or fiscal year beginning (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total in) 11111 1 Gifts, grants, contributions, and membership fees received (Do not include any "unusual grants ") 2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose 3 Gross receipts from activities that are not an unrelated trade or business under section 513 4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf 5 The value of services or facilities furnished by a governmental unit to the organization without charge 6 Total . Add lines 1 through 5 7a Amounts included on lines 1, 2, and 3 received from disqualified persons b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of$5,000 or 1% of the amount on line 13 for the year c Add lines 7a and 7b 8 Public support (Subtract line 7c from line 6 ) Section B. Total Suuuort Calendar year ( or fiscal year beginning (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total in) ► 9 Amounts from line 6 10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975 c Add lines 10a and 10b 11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on 12 Other income Do not include gain or loss from the sale of capital assets (Explain in Part IV ) 13 Total support . (Add lines 9, 1Oc, 11, and 12 ) 14 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here Section C. Computation of Public Support Percentage 15 Public support percentage for 2012 ( line 8, column (f) divided by line 13, column (f)) 15 16 Public support percentage from 2011 Schedule A, Part III, line 15 16 Section D . Com p utation of Investment Income Percenta g e 17 Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) 17 18 Investment income percentage from 2011 Schedule A , Part III, line 17 18 19a 331 / 3%support tests- 2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization lk'F- b 331 / 3%support tests-2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization lk'F- 20 Private foundation . If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions

Schedule A (Form 990 or 990-EZ) 2012 Schedule A (Form 990 or 990-EZ) 2012 Page 4 Supplemental Information . Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012 l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 OMB No 1545-0047 SCHEDULE C Political Campaign and Lobbying Activities (Form 990 or 990-EZ) For Organizations Exempt From Income Tax Under section 501(c) and section 527 201 2 Complete if the organization is described below. Attach to Form 990 or Form 990-EZ. Department of the Treasury 1- 0- 0- See separate instructions . Open Internal Revenue Service I Inspection If the organization answered " Yes" to Form 990, Part IV, Line 3 , or Form 990-EZ , Part V, line 46 ( Political Campaign Activities), then • Section 501(c)(3) organizations Complete Parts I-A and B Do not complete Part I-C • Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and C below Do not complete Part I-B • Section 527 organizations Complete Part I-A only If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 ( Lobbying Activities), then • Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A Do not complete Part II-B • Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part II-B Do not complete Part II-A If the organization answered " Yes" to Form 990, Part IV , Line 5 ( Proxy Tax) or Form 990-EZ , Part V, line 35c (Proxy Tax), then * Section 501(c)(4), (5), or (6) organizations Complete Part III Name of the organization Employer identification number University of Southern California 95-1642394 Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1 Provide a description of the organization's direct and indirect political campaign activities in Part IV 2 Political expenditures 0- $ 3 Volunteer hours

Complete if the organization is exempt under section 501(c)(3). 1 Enter the amount of any excise tax incurred by the organization under section 4955 0- $ 2 Enter the amount of any excise tax incurred by organization managers under section 4955 0- $ 3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? fl Yes fl No 4a Was a correction made? fl Yes fl No b If "Yes," describe in Part IV rMWINT-Complete if the organization is exempt under section 501(c), except section 501(c)(3). 1 Enter the amount directly expended by the filing organization for section 527 exempt function activities 0- $ 2 Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities 0- $

3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-PO L, line 17b 0- $

4 Did the filing organization file Form 1120-POL for this year? fl Yes fl No 5 Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing organization made payments For each organization listed, enter the amount paid from the filing organization's funds Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC) If additional space is needed, provide information in Part IV

(a) Name (b) Address ( c) EIN (d ) Amount paid from (e) Amount of political filing organization's contributions received funds If none, enter -0- and promptly and directly delivered to a separate political organization If none, enter -0-

i-or raperworK rteauction Act Notice, see the instructions Tor corm 99 U or yyu -tc. Cat No 50084S Schedule C ( Form 990 or 990 - EZ) 2012 Schedule C (Form 990 or 990-EZ) 2012 Page 2 Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)). A Check - (- if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures) B Check - (- if the filing organization checked box A and "limited control" provisions apply (a) Filing (b) Affiliated Limits on Lobbying Expenditures organization's group (The term "expenditures " means amounts paid or incurred .) totals totals la Total lobbying expenditures to influence public opinion (grass roots lobbying) b Total lobbying expenditures to influence a legislative body (direct lobbying) c Total lobbying expenditures (add lines la and 1b) d Other exempt purpose expenditures e Total exempt purpose expenditures (add lines 1c and 1d) f Lobbying nontaxable amount Enter the amount from the following table in both columns If the amount on line le, column (a) or (b) is: The lobbying nontaxable amount is: Not over $500,000 20% of the amount on line le

Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

g Grassroots nontaxable amount (enter 25% of line 1f) h Subtract line 1g from line la If zero or less, enter-0- i Subtract line 1f from line 1c If zero or less, enter-0- i If there is an amount other than zero on either line 1h or line 11, did the organization file Form 4720 reporting F- Yes F- No section 4911 tax for this year?

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or fiscal year (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) Total beginning in)

2a Lobbying nontaxable amount

b Lobbying ceiling amount (150% of line 2a, column(e))

c Total lobbying expenditures

d Grassroots nontaxable amount

e Grassroots ceiling amount 150% of line 2d column e

f Grassroots lobbying expenditures Schedule C (Form 990 or 990-EZ) 2012 Schedule C (Form 990 or 990-EZ) 2012 Pa g e 3 Complete if the organization is exempt under section 501 ( c)(3) and has NOT filed Form 5768 election under section 501 ( h )) . (a) (b) For each "Yes" response to lines la through li below, provide in Part IV a detailed description of the lobbying activity. Yes No Amount

1 During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of a Volunteers? No b Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? Yes c Media advertisements? No d Mailings to members, legislators, or the public? No e Publications, or published or broadcast statements? No f Grants to other organizations for lobbying purposes? No g Direct contact with legislators, their staffs, government officials, or a legislative body? Yes 1,170,589 h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? Yes i Other activities? Yes j Total Add lines 1c through 11 1,170,589 2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? No b If "Yes," enter the amount of any tax incurred under section 4912 c If "Yes," enter the amount of any tax incurred by organization managers under section 4912 d If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? Complete if the organization is exempt under section 501(c)(4), section 501(c )( 5), or section 501 ( c )( 6 ) . Yes No 1 Were substantially all (90% or more) dues received nondeductible by members? 1 2 Did the organization make only in-house lobbying expenditures of $2,000 or less? 2 3 Did the organization agree to carry over lobbying and political expenditures from the prior year? 3 Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c )( 6) and if either (a) BOTH Part 111-A , lines 1 and 2, are answered "No" OR (b) Part 111-A, line 3 , is answered "Yes." 1 Dues, assessments and similar amounts from members 1 2 Section 162(e) nondeductible lobbying and political expenditures ( do not include amounts of political expenses for which the section 527(f) tax was paid). a Current year 2a b Carryover from last year 2b c Total 2c 3 Aggregate amount reported in section 6033(e)(1 )(A) notices of nondeductible section 162(e) dues 3 4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? 4 5 Taxable amount of lobbying and political expenditures (see instructions) 5 Su lementalInformation Complete this part to provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, Part II-A (affiliated group list), Part II-A line 2 , and Part 11-13, 1 Also , com p lete this p art for an y additional information Identifier Return Reference Explanation SCHEDULE C, PART II-B, LINE 1 the university of southern california'S efforts INCLUDE THE ( G ) - ( I ) PROMOTION O F higher appropriations for student aid and basic research programs and efforts to generally further the university's MISSION OF EDUCATION AND RESEARCH AT THE LOCAL, STATE AND FEDERAL LEVEL The University pays dues to member organizations which may lobby on its behalf Schedule C (Form 990 or 990EZ) 2012 lefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493135033774 SCHEDULE D OMB No 1545-0047 (Form 990) Supplemental Financial Statements 2012 0- Complete if the organization answered "Yes," to Form 990, Department of the Treasury Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b Internal Revenue Service 0- Attach to Form 990. 0- See separate instructions. Name of the organization Employer identification number University of Southern California 1 95-1642394 Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts . Complete if the org anization answered "Yes" to Form 990 , Part IV , line 6. (a) Donor advised funds ( b) Funds and other accounts 1 Total number at end of year 2 Aggregate contributions to (during year) 3 Aggregate grants from ( during year) 4 Aggregate value at end of year 5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization ' s property , subject to the organization ' s exclusive legal control? F Yes I No 6 Did the organization inform all grantees , donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? fl Yes fl No MRSTI-Conservation Easements . Complete if the organization answered "Yes" to Form 990, Part IV, line 7. 1 Purpose ( s) of conservation easements held by the organization ( check all that apply) 1 Preservation of land for public use ( e g , recreation or education ) 1 Preservation of an historically important land area 1 Protection of natural habitat 1 Preservation of a certified historic structure fl Preservation of open space

2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year Held at the End of the Year a Total number of conservation easements 2a b Total acreage restricted by conservation easements 2b c Number of conservation easements on a certified historic structure included in (a) 2c d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register 2d 3 N umber of conservation easements modified, transferred, released, extinguished , or terminated by the organization during the tax year 0-

4 N umber of states where property subject to conservation easement is located 0- 5 Does the organization have a written policy regarding the periodic monitoring , inspection, handling of violations, and enforcement of the conservation easements it holds? fl Yes fl No 6 Staff and volunteer hours devoted to monitoring , inspecting , and enforcing conservation easements during the year 0- 7 Amount of expenses incurred in monitoring, inspecting , and enforcing conservation easements during the year 0- $ 8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? F Yes 1 No 9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and balance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describes the organization's accounting for conservation easements Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets. Complete if the oraanization answered "Yes" to Form 990. Part IV. line 8. la If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items

(i) Revenues included in Form 990, Part VIII, line 1 $

(ii)Assets included in Form 990, Part X $ 5,190,040 2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the following amounts required to be reported under SFAS 116 (ASC 958) relating to these items

a Revenues included in Form 990, Part VIII, line 1 $

b Assets included in Form 990, Part X $ For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 52283D Schedule D ( Form 990) 2012 Schedule D (Form 990) 2012 Page 2 r:FTnFW Organizations Maintaining Collections of Art, Historical Treasures , or Other Similar Assets (continued) 3 Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply) a F Public exhibition d F Loan or exchange programs b F Scholarly research e F Other EDUCATION

c F Preservation for future generations 4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose in Part XIII 5 During the year, did the organization solicit or receive donations of art, historical treasures or other similar assets to be sold to raise funds rather than to be maintained as part of the organization's collection? 1 Yes F No Escrow and Custodial Arrangements . Complete if the organization answered "Yes" to Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21. la Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not included on Form 990, Part X7 F Yes F No b If "Yes," explain the arrangement in Part XIII and complete the following table A mount c Beginning balance 1c 141,779,490 d Additions during the year ld 15,867,908 e Distributions during the year le 7,664,223 f Ending balance if 149,983,175 2a Did the organization include an amount on Form 990, Part X, line 21? fl Yes F No

b If"Yes," explain the arrangement in Part XIII Check here if the explanation has been provided in Part XIII ...... MWAF-Endowment Funds . Com p lete if the org anization answered "Yes" to Form 990 , Part IV, line 10. (a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back la Beginning of year balance . 3,322,631,891 3,346,023,447 2,795,499,323 2,528,445,000 3,368,932,595 b Contributions 140,031,692 132,220,066 79,010,238 89,512,842 61,771,420 c Net investment earnings, gains, and losses 383,718,997 -5,789,619 616,999,544 317,498,547 -765,468,864 d Grants or scholarships 32,227,093 31,233,067 30,366,052 29,509,947 28,585,896 e Other expenditures for facilities and programs 118,164, 254 112, 830, 366 109, 547, 555 105, 097,124 103, 081, 084 f Administrative expenses . 6,092,388 5,758,570 5,572,051 5,349,995 5,123,171 g End of year balance 3,689,898,845 3,322,631,891 3,346,023,447 2,795,499,323 2,528,445,000

2 Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as

a Board designated or quasi-endowment 0- 29 970 %

b Permanent endowment 0- 70 030 % c Temporarily restricted endowment 0- The percentages in lines 2a, 2b, and 2c should equal 100% 3a Are there endowment funds not in the possession of the organization that are held and administered for the organization by Yes No (i) unrelated organizations ...... 3a(i) Yes (ii) related organizations ...... 3a(ii) No b If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? . . I 3b 4 Describe in Part XIII the intended uses of the organization's endowment funds Land . Buildings . and Eauiument. See Form 990. Part X. line 10. Description of property (a) Cost or other (b)Cost or other ( c) Accumulated ( d) Book value basis basis (other) depreciation (investment)

la Land 144 ,441,664 144,441,664

b Buildings 2 ,816,478,379 1,067,409,349 1,749,069,030 c Leasehold improvements . .

d Equipment 538,180,235 358,400,036 179,780,199

e Other 645,553,409 226,704,082 418,849,327 Total . Add lines la through 1e (Column (d) must equal Form 990, Part X, column (B), line 10 (c).) . . 0- 2,492,140,220 Schedule D (Form 990) 2012 Schedule D (Form 990) 2012 Page 3 Investments - Other Securities . See Form 990 , Part X , line 12. (a) Description of security or category (b)Book value (c) Method of valuation (including name of security) Cost or end-of-year market value (1 )Financial derivatives (2)Closely-held equity interests (3)Other (A) HEDGE FUND 677,369,708 F

(B) PRIVATE EQUITY 1,065,864,375 F

Total . (Column (b) must equal Form 990, Part X, col (B) line 12) 0. 1 1,743,234,083 Investments - Pro ram Related . See Form 990 , Part X , line 13. (a) Description of investment type (b) Book value (c) Method of valuation I I Cost or end-of-year market value

Total . (Column (b) must equal Form 990, Part X, col (8) line 13 ) 0. 1 Other Assets . See Form 990 , Part X line 15. (a) DescriDtion (b) Book value

Total . (Column (b) must equal Form 990, Part X, co/.(8) line 15.) . 0.1 Other Liabilities . See Form 990 , Part X line 25. 1 (a) Description of liability (b) Book value

Federal income taxes 0 FOR ANNUITIES PAYABLES 148,345,831 SELF INSURANCE RESERVES 154,803,734 FEDERAL STUDENT LOAN FUNDS 67,706,410 OBLIGATION 104,841,527 REFUNDABLE ADVANCES 17,365,420 CAPITAL LEASE OBLIGATION 59,101,792 OTHER LIABILITIES 4,057,675

Total . (Column (b) must equal Form 990, Part X, col (8) line 25) P. I 5 5 6,2 2 2,3 8 9 2. Fin 48 (A SC 740) Footnote In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (A SC 740) Check here if the text of the footnote has been provided in Part XIII F Schedule D (Form 990) 2012 Schedule D (Form 990) 2012 Page 4 171174T- Reconciliation of Revenue p er Audited Financial Statements With Revenue p er Return 1 Total revenue, gains, and other support per audited financial statements . 1 2 Amounts included on line 1 but not on Form 990, Part VIII, line 12 a Net unrealized gains on investments . 2a b Donated services and use of facilities . 2b c Recoveries of prior year grants 2c d Other (Describe in Part XIII ) 2d e Add lines 2a through 2d ...... 2e 3 Subtract line 2e from line 1 ...... 3 4 Amounts included on Form 990, Part VIII, line 12, but not on line 1 a Investment expenses not included on Form 990, Part VIII, line 7b . 4a b Other (Describe in Part XIII ) ...... 4b c Add lines 4a and 4b ...... 4c 5 Total revenue Add lines 3 and 4c. (This must equal Form 990, Part I, line 12 ) . . . . . 5 Mfft".O ff- Reconciliation of Ex p enses p er Audited Financial Statements With Ex p enses p er Return 1 Total expenses and losses per audited financial statements ...... 1 2 Amounts included on line 1 but not on Form 990, Part IX, line 25 a Donated services and use of facilities . 2a b Prior year adjustments 2b c Other losses ...... 2c d Other (Describe in Part XIII ) ...... 2d e Add lines 2a through 2d ...... 2e 3 Subtract line 2e from line 1 ...... 3 4 Amounts included on Form 990, Part IX, line 25, but not on line 1: a Investment expenses not included on Form 990, Part VIII, line 7b 4a b Other (Describe in Part XIII ) ...... 4b c Add lines 4a and 4b ...... 4c 5 Total expenses Add lines 3 and 4c. (This must equal Form 990, Part I, line 18 ) . . . . . 5 OTIT."M Su pp lemental Information Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines la and 4, Part IV, lines lb and 2b, Part V, line 4, Part X, line 2, Part XI, lines 2d and 4b, and Part XII, lines 2d and 4b Also complete this part to provide any additional information

Identifier Return Reference Explanation Schedule D, Part III, Line 4 The University of Southern California retains multiple collections of art, historical treasures and other similar assets such as books, scripts, films and photography These collections are protected and preserved for education, research and public exhibition purposes Schedule D, Part IV, Line 1B The University acts as the fiscal agent for funds related to University sponsored and/or affiliated programs The University does not own the funds associated with these programs Schedule D, Part V, Line 4 The intent of the University's endowment funds is to generate the revenues necessary to support the University's exempt purposes, including education, research and scholarships Schedule D, Part X THE UNIVERSITY OF SOUTHERN CALIFORNIA DOES NOT HAVE A FIN 48 FOOTNOTE AS ANY UNCERTAIN TAX POSITIONS WERE DEEMED IMMATERIAL Schedule D (Form 990) 2012 l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 SCHEDULE E OMB No 1545-0047 Schools (Form 990 or 990-EZ) n Complete if the organization answered " Yes" to Form 990, Part IV, line 13, 2012 Department of the Treasury or Form 990 - EZ, Part VI, line 48. Internal Revenue Service 0- Attach to Form 990 or Form 990-EZ. Name of the organization Employer identification number University of Southern California 95-1642394 YES I NO

1 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, other governing instrument, or in a resolution of its governing body? 1 Yes 2 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its brochures, catalogues, and other written communications with the public dealing with student admissions, programs, and scholarships? 2 Yes 3 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during the period of solicitation for students, or during the registration period if it has no solicitation program, in a way that makes the policy known to all parts of the general community it serves? If "Yes," please describe If "No," please explain If you need more space use Part II 3 Yes

4 Does the organization maintain the following? a Records indicating the racial composition of the student body, faculty, and administrative staff? 4a Yes b Records documenting that scholarships and other financial assistance are awarded on a racially nondiscriminatory basis? 4b Yes c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing with student admissions, programs, and scholarships? 4c Yes d Copies of all material used by the organization or on its behalf to solicit contributions? 4d Yes If you answered "No" to any of the above, please explain If you need more space, use Part II

5 Does the organization discriminate by race in any way with respect to a Students' rights or privileges? 5a No

b Admissions policies? 5b No

c Employment of faculty or administrative staff? 5c No

d Scholarships or other financial assistance? 5d No

e Educational policies? 5e No

f Use of facilities? 5f No

g Athletic programs? 5g No

h Other extracurricular activities? 5h No If you answered "Yes" to any of the above, please explain If you need more space, use Part II

6a Does the organization receive any financial aid or assistance from a governmental agency? 6a Yes b Has the organization's right to such aid ever been revoked or suspended? 6b No If you answered "Yes" to either line 6a or line 6b, explain on Part II 7 Does the organization certify that it has complied with the applicable requirements of sections 4 01 through 4 05 of Rev Proc 75-50, 1975-2 C B 587, covering racial nondiscrimination? If "No," explain on Part II 7 Yes Paperwork Reduction Act Notice, see the Instructions for Form 990 . Cat No 50085D Schedule E (Form 990 or 990-EZ) 2012 Schedule E (Form 990 or990EZ) 2012 Page 2 Supplemental Information . Complete this part to provide the explanations required by Part I, lines 3, 4d, 5h, 6b, and 7, as applicable Also complete this part to provide any other additional information (see instructions)

Identifier Return Explanation Reference

SCHEDULE E - NON- THE UNIVERSITY OF SOUTHERN CALIFORNIA IS AN EQUAL OPPORTUNITY EMPLOYER AND EDUCATOR B(PLANATION DISCRIMINATION PROUDLY PLURALISTIC AND FIRMLY COMMITTED TO PROVIDING EQUAL OPPORTUNITY FOR FOR LINE 3 POLICY OUTSTANDING MEN AND WOMEN OF EVERY RACE, CREED AND BACKGROUND, THE UNIVERSITY STRIVES TO BUILD A COMMUNITY IN WHICH EACH PERSON RESPECTS THE RIGHTS OF OTHER PEOPLE TO LIVE, WORK AND LEARN IN PEACE AND DIGNITY, TO BE PROUD OF WHO AND WHAT THEY ARE, AND TO HAVE EQUAL OPPORTUNITY TO REALIZE THEIR FULL POTENTIAL AS INDIVIDUALS AND MEMBERS OF SOCIETY TO THIS END, THE UNIVERSITY PLACES GREAT EMPHASIS ON THOSE VALUES AND VIRTUES THAT BIND US TOGETHER AS HUMAN BEINGS AND MEMBERS OF THE TROJAN FAMILY THE UNIVERSITY ENTHUSIASTICALLY SUPPORTS THIS POLICY IN ITS ENTIRETY, AND EXPECTS THAT EVERY PERSON ASSOCIATED WITH THE UNIVERSITY WILL GIVE CONTINUING SUPPORT TO ITS IMPLEMENTATION THE UNIVERSITY IS COMMITTED TO COMPLY ING WITH ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS AT EVERY LEVEL OF GOVERNMENT WHICH PROHIBIT DISCRIMINATION AGAINST, OR WHICH MANDATE THAT SPECIAL CONSIDERATION BE GIVEN TO, STUDENTS AND APPLICANTS FOR ADMISSION, OR FACULTY, STAFF AND APPLICANTS FOR EMPLOYMENT ON THE BASIS OF ANY PROTECTED CATEGORY, INCLUDING RACE, COLOR, NATIONAL ORIGIN, ANCESTRY, RELIGION, GENDER, SEXUAL ORIENTATION, AGE, PHYSICAL DISABILITY, MENTAL DISABILITY, MARITAL STATUS, VETERAN STATUS, GENETIC INFORMATION, OR ANY OTHER CHARACTERISTIC WHICH MAY FROM TIME TO TIME BE SPECIFIED IN SUCH LAWS AND REGULATIONS GENDER INCLUDES BOTH THE ACTUAL SEX OF AN INDIVIDUAL AND THAT PERSON'S GENDER IDENTITY, APPEARANCE OR BEHAVIOR, WHETHER OR NOT THAT IDENTITY, APPEARANCE OR BEHAVIOR IS TRADITIONALLY ASSOCIATED WITH THAT PERSON'S SEX AT BIRTH THIS POLICY APPLIES TO ALL OF THE UNIVERSITY'S EDUCATIONAL PROGRAMS AND ACTIVITIES INCLUDING ADMISSIONS, AND ALL PERSONNEL ACTIVITIES INCLUDING BUT NOT LIMITED TO RECRUITING, HIRING, PROMOTION, DEMOTION, COMPENSATION, BENEFITS, TRANSFERS, LAYOFFS, RETURN FROM LAYOFF, PROVISION OF LEAVES, TRAINING, EDUCATION, TUITION ASSISTANCE AND OTHER PROGRAMS IN ADDITION, AN OTHERWISE QUALIFIED INDIVIDUAL MUST NOT BE DISCRIMINATED AGAINST IN, OR EXCLUDED FROM, ADMISSIONS, PARTICIPATION IN EDUCATIONAL PROGRAMS AND ACTIVITIES, OR EMPLOYMENT SOLELY DUE TO HIS OR HER DISABILITY THE UNIVERSITY SEEKS COMPLIANCE WITH ALL STATUTES PROHIBITING DISCRIMINATION IN EDUCATION, INCLUDING TITLE VI AND TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, TITLE IX OF THE EDUCATION AMENDMENTS OF 1972, SECTION 504 OF THE REHABILITATION ACT OF 1973, THE AGE DISCRIMINATION ACT OF 1975, AND THE AMERICANS WITH DISABILITIES ACT OF 1990 WHICH RESPECTIVELY PROHIBIT DISCRIMINATION THIS GOOD FAITH EFFORT TO COMPLY IS MADE EVEN WHEN SUCH LAWS AND REGULATIONS CONFLICT WITH EACH OTHER THE UNIVERSITY WILL MAKE REASONABLE ACCOMMODATIONS FOR QUALIFIED INDIVIDUALS WITH KNOWN DISABILITIES UNLESS DOING SO WOULD RESULT IN UNDUE HARDSHIP IN GENERAL, THE UNIVERSITY DOES NOT SOLICIT OUTSIDE OF ITS WEBSITE AND ADMISSIONS MATERIALS THE UNIVERSITY'S NON-DISCRIMINATION POLICY IS ON THE UNIVERSITY'S WEBSITE, IN THE FACULTY HANDBOOK, IN SCAMPUS (THE STUDENT HANDBOOK), AND ALSO IN THE UNIVERSITY COURSE CATALOGUE IN ADDITION, IT IS COMMUNICATED TO ALL STUDENTS DURING ORIENTATION, TO ALL NEW EMPLOYEES WITHIN 60 DAYS OF HIRE, AND TO ALL EMPLOYEES EVERY 2 YEARS AS PART OF THE UNIVERSITY'S HARASSMENT AND DISCRIMINATION PREVENTION TRAINING

SCHEDULE E - THE UNIVERSITY OF SOUTHERN CALIFORNIA RECEIVES FUNDING FROM VARIOUS FEDERAL AND STATE EXPLANATION GOVERNMENTAL AGENCIES IN SUPPORT OF THE UNIVERSITY'S EDUCATIONAL MISSION FOR LINE 6a

Schedule E (Form 990 or 990-EZ) 2012 l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 SCHEDULE F Statement of Activities Outside the United States OMB No 1545-0047 (Form 990) 0- Complete if the organization answered " Yes" to Form 990, 201 2 Part IV, line 14b, 15, or 16. Department of the Treasury n Attach to Form 990. ► See separate instructions. O pen to Public Internal Revenue Service Inspection Name of the organization Employer identification number University of Southern California 95-1642394 General Information on Activities Outside the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 14b. 1 For grantmakers . Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? ...... F Yes fl No

2 For grantmakers . Describe in Part V the organization's procedures for monitoring the use of grant funds outside the United States.

3 Activites per Region (The following Part I, line 3 table can be duplicated if additional space is needed )

(a) Region (b) Number of (c) Number of (d) Activities conducted in (e) If activity listed in (d) is (f) Total expenditures offices in the employees, region (by type) (e g , a program service, describe for and investments region agents, and fundraising, program specific type of in region independent services, investments, grants service(s) in region contractors in to recipients located in the region reg ion) See Add'I Data

3a Sub-total 0 106 8 , 895 , 629 b Total from continuation sheets 8 626,027,554 to Part I 107 c Totals (add lines 3a and 3b) 8 213 634,923,183 For Paperwork Reduction Act Notice, see the Instructions for Form 990 . Cat N o 50082W Schedule F (Form 990) 2012 Schedule F (Form 990) 2012 Page 2 Grants and Other Assistance to Organizations or Entities Outside the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (b) IRS code ( c) Region ( d) Purpose of (e) Amount of (f) Manner of (g) Amount of (h) Description (i) Method of (a) Name of section grant cash grant cash of non-cash of non-cash valuation organization and EIN ( if disbursement assistance assistance (book, FMV, applicable) appraisal, other) See Add'I Data

2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter . . . . 16

Enter total number of other organizations or entities . Schedule F (Form 990) 2012 Schedule F (Form 990) 2012 Page 3 Grants and Other Assistance to Individuals Outside the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 16. Part III can be duplicated if additional space is needed. (a) Type of grant or (b) Region ( c) Number of ( d) Amount of (e) Manner of cash (f) Amount of (g) Description (h) Method of assistance recipients cash grant disbursement non-cash of non-cash valuation assistance assistance (book, FMV, a pp raisal , other ) TRAVEL AWARD East Asia and the N/A FMV Pacific TRAVEL AWARD Europe (Including N/A FMV Iceland and Greenland) TRAVEL AWARD South Asia N/A FMV

Schedule F (Form 990) 2012 Schedule F (Form 990) 2012 Page 4 Foreign Forms

1 Was the organization a U S transferor of property to a foreign corporation during the tax year? If " Yes,"the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926) F Yes F- N o

2 Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organlzatlonmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520 -A, Annual Information Return of Foreign Trust With a U. S. Owner (see Instructions for Forms 3520 and 3520-A) F- Yes F N o

3 Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471) F Yes F- N o

4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes,"the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621) F Yes F- N o

5 Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865) F Yes F- N o

6 Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713). F Yes F- No

Schedule F (Form 990) 2012 Schedule F (Form 990) 2012 Page 5 Supplemental Information Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this Dart to Drovide any additional information (see instructions). I Identifier I ReturnReference I Explanation SCHEDULE F, PART I, LINE 2 HE UNIVERSITY WIRES ITS OFFICE EXPENSES ON A MONTHLY BASIS THE MONTHLY EXPENSES CONSIST OF FIXED COSTS PAYROLL, RENT, OCCUPANCY COSTS (SUCH S PHONE/INTERNET/FAX, CLEANING, ELECTRICITY), CONSULTANTS SUCH AS ACCOUNTANTS, BANK FEES AND NON-FIXED, SUCH AS SUPPLIES, TRAVEL, MEALS AND ENTERTAINMENT AND SOME MISCELLANEOUS COSTS THE OFFICES SEND THEIR EXPENSE REPORTS INCLUDING BACKUP (INVOICES/RECEIPTS)TO THE UNIVERSITY LONG WITH MONTHLY BANK STATEMENTS ALL EXPENDITURES DOMESTIC AND INTERNATIONAL MUST COMPLY WITH OUR EXPENDITURE MANUAL AND THE UNIVERSITY'S SENIOR BUSINESS OFFICERS ARE RESPONSIBLE FOR COMPLYING WITH THESE POLICIES ND REGULATIONS SCHEDULE F, PART I, LINE 3, COLUMN (F) AND SCHEDULE F, PART II, LINE 1 EXPENSES REPORTED IN SCHEDULE F, PART I, LINE 3, COLUMN (F) AND SCHEDULE F, PART II, LINE 1 ARE DERIVED FROM USC'S BOOKS AND RECORDS, WHICH ARE MAINTAINED ON THE CCRUAL BASIS OF ACCOUNTING

Schedule F (Form 990) 2012 Additional Data

Software ID: Software Version: EIN: 95 -1642394 Name : University of Southern California

Form 990 Schedule F Part I - Activ ities Outside The United States (a) Region ( b) Number of (c) Number of (d) Activities (e) If activity listed in ( d) (f) Total expenditures offices in the employees or conducted in region is a program service, for region region agents in (by type) (i e , describe specific type of region fundraising, program service(s) in region services, grants to recipients located in the region) Central America and the 0 1 Program Services INSTRUCT,EXCUR,TRAVEL 164,874 Caribbean East Asia and the Pacific 0 46 Program Services INSTRUCT,EXCUR,TRAVEL 1,105,772

Europe ( Including Iceland 0 22 Program Services INSTRUCT,EXCUR,TRAVEL 4,859,136 and Greenland) Form 990 Schedule F Part I - Activ ities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (d) (f) Total expenditures offices in the employees or conducted in region is a program service, for region region agents in (by type) (i e , describe specific type of region fundraising, program service(s) in region services, grants to recipients located in the region) Middle East and North 0 3 Program Services INSTRUCT,EXCUR,TRAVEL 66,065 Africa North America 0 1 Program Services INSTRUCT,EXCUR,TRAVEL 28,532

Russia and the Newly 0 0 Program Services INSTRUCT,EXCUR,TRAVEL 106,681 Independent States Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (d) (f) Total expenditures offices in the employees or conducted in region is a program service, for region region agents in (by type) (i e , describe specific type of region fundraising, program service(s) in region services, grants to recipients located in the region) Sub-Saharan Africa 0 1 Program Services INSTRUCT,EXCUR,TRAVEL 178,169

South America p 7 Program Services INSTRUCT,EXCUR,TRAVEL 92,197

South Asia 0 7 Program Services INSTRUCT,EXCUR,TRAVEL 32,199 Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) (i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) Central America and the 0 0 Program Services RESEARCH 92,232 Caribbean East Asia and the Pacific 0 12 Program Services RESEARCH 1,203,760

Europe (Including Iceland 0 5 Program Services RESEARCH 462,104 and Greenland) Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) (i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) Middle East and North Africa 0 0 Program Services RESEARCH 134,430

North America 0 0 Program Services RESEARCH 173,437

Russia and the Newly 0 0 Program Services RESEARCH 36,204 Independent States Form 990 Schedule F Part I - Activities Outside T he United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) (i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) Sub-Saharan Africa 0 0 Program Services RESEARCH 59,881

South America 0 1 Program Services RESEARCH 99,956

South Asia 0 1 Program Services RESEARCH 50,208 Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of ( c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) ( i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) Central America and the 0 12 Program Services STUDENT ABROAD 87,783 Caribbean East Asia and the Pacific 0 50 Program Services STUDENT ABROAD 1,388,422

Europe ( Including Iceland 0 10 Program Services STUDENT ABROAD 2,803,766 and Greenland) Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) (i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) Middle East and North 0 0 Program Services STUDENT ABROAD 10,400 Africa North America 0 0 Program Services STUDENT ABROAD 942

Sub-Saharan Africa 0 3 Program Services STUDENT ABROAD 9,563 Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) (i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) South America 0 11 Program Services STUDENT ABROAD 126,891

South Asia 0 0 Program Services STUDENT ABROAD 37,378

South America 0 0 Program Services STAFF ABROAD 5,000 Form 990 Schedule F Part I - Activities Outside T he United States (a) Region ( b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type) ( i e , fundraising, describe specific type of region program services, service(s) in region grants to recipients located in the region) South Asia 0 0 Program Services STAFF ABROAD 2,478

East Asia and the Pacific 0 14 Program Services RECRUITMENT 1,439,124

Europe ( Including Iceland 0 1 Program Services RECRUITMENT 21,620 and Greenland) Form 990 Schedule F Part I - Activi ties Outside T he United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type) (i e , fundraising, describe specific type of region program services, service(s) in region grants to recipients located in the region) North America 0 2 Program Services RECRUITMENT 168,932

Sub-Saharan Africa 0 0 Program Services RECRUITMENT 870

South America 0 1 Program Services RECRUITMENT 83,671 Form 990 Schedule F Part I - Activi ties Outside T he United States (a) Region ( b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type ) (i e , fundraising, describe specific type of region program services, service(s) in region grants to recipients located in the region) South Asia 0 2 Program Services RECRUITMENT 149,660

East Asia and the Pacific 5 0 Program Services GLOBALIZATION - 626,987 TRAVEL Europe (Including Iceland 0 0 Program Services GLOBALIZATION - 16,767 and Greenland ) TRAVEL Form 990 Schedule F Part I - Activities Outside T he United States (a) Region ( b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type) ( i e , fundraising , describe specific type of region program services, service(s) in region grants to recipients located in the region) Middle East and North 0 0 Program Services GLOBALIZATION - 907 Africa TRAVEL North America 1 0 Program Services GLOBALIZATION - 1,078 TRAVEL Russia and the Newly 0 0 Program Services GLOBALIZATION - 7,181 Independent States TRAVEL Form 990 Schedule F Part I - Activi ties Outside T he United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type) (i e , fundraising, describe specific type of region program services, service(s) in region grants to recipients located in the region) South America 1 0 Program Services GLOBALIZATION - 42,383 TRAVEL South Asia 1 0 Program Services GLOBALIZATION - 10,195 TRAVEL Central America and the 0 0 Program Services PREVENTIVE GLOBAL 7,891 Caribbean MED Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type) (i e , fundraising, describe specific type of region program services, service(s) in region grants to recipients located in the region) East Asia and the Pacific 0 0 Program Services PREVENTIVE GLOBAL 18,448 MED Europe (Including Iceland 0 0 Program Services PREVENTIVE GLOBAL 19,892 and Greenland) MED Russia and the Newly 0 0 Program Services PREVENTIVE GLOBAL 2,000 Independent States MED Form 990 Schedule F Part I - Activi ties Outside T he United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type) (i e , fundraising, describe specific type of region program services, service(s) in region grants to recipients located in the region) Sub-Saharan Africa 0 0 Program Services PREVENTIVE GLOBAL 12,835 MED South Asia 0 0 Program Services PREVENTIVE GLOBAL 9,247 MED East Asia and the Pacific 0 0 Program Services INTL EXPERIENTAL 4,158,097 LEARN Form 990 Schedule F Part I - Activities Outside T he United States (a) Region ( b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type ) (i e , fundraising, describe specific type of region program services, service(s) in region grants to recipients located in the region) Europe ( Including Iceland 0 0 Program Services INTL EXPERIENTAL 202,248 and Greenland) LEARN Middle East and North 0 0 Program Services INTL EXPERIENTAL 72,224 Africa LEARN North America 0 0 Program Services INTL EXPERIENTAL 22,400 LEARN Form 990 Schedule F Part I - Activities Outside The United States (a) Region ( b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program service, for region region agents in type ) (i e , fundraising , describe specific type of region program services, service(s) in region grants to recipients located in the region) Russia and the Newly 0 0 Program Services INTL EXPERIENTAL 43,300 Independent States LEARN South America 0 0 Program Services INTL EXPERIENTAL 661,078 LEARN South Asia 0 0 Program Services INTL EXPERIENTAL 114,839 LEARN Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) (i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) East Asia and the Pacific 0 0 Grantmaking 282,420

Europe (Including Iceland 0 0 Grantmaking 1,256,655 and Greenland) Middle East and North 0 0 Grantmaking 100,000 Africa Form 990 Schedule F Part I - Activities Outside The United States (a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expenditures offices in the employees or conducted in region (by (d) is a program for region region agents in type) (i e , fundraising, service, describe region program services, specific type of service grants to recipients (s) in region located in the region) North America 0 0 Grantmaking 100,017

Central America and the 0 0 Investments 523,415,828 Caribbean Europe (Including Iceland 0 0 Investments 88,435,929 and Greenland) Form 990 Schedule F Part II - Grants or Entities Outside The United States (b) IRS code (i) Method of (g) Amount of non- (h) Description of (a) Name of section (e) Amount of (f) Manner of valuation (c) Region (d) Purpose of grant cash non-cash organization and EIN(if cash grant cash disbursement (book, FMV, assistance assistance applicable) appraisal, other) North America RSCH SUBAWRD 49,985 WIRE/CHECK FMV

Europe (Including RSCH SUBAWRD 6,085 WIRE/CHECK FMV Iceland and Greenland) Europe (Including RSCH SUBAWRD 47,739 WIRE/CHECK FMV Iceland and Greenland) Europe (Including RSCH SUBAWRD 222,387 WIRE/CHECK FMV Iceland and Greenland) Form 990 Schedule F Part II - Grants or Entities Outside The United States (b) IRS code (i) Method of (g) Amount of non- (h) Description of (a) Name of section e) Amount of (f) Manner of valuation ( c) Region (d) Purpose of grant ( cash non-cash organization and EIN ( if cash grant cash disbursement (book, FMV, assistance assistance applicable) appraisal, other) Europe (Including RSCH SUBAWRD 122,616 WIRE/CHECK FMV Iceland and Greenland) Europe (Including RSCH SUBAWRD 105,999 WIRE/CHECK FMV Iceland and Greenland) East Asia and the RSCH SUBAWRD 34,191 WIRE/CHECK FMV Pacific East Asia and the RSCH SUBAWRD 193,229 WIRE/CHECK FMV Pacific Form 990 Schedule F Part II - Grants or Entities Outside The United States (b) IRS code (i) Method of (g) Amount of non- (h) Description of (a) Name of section (e) Amount of (f) Manner of valuation (c) Region (d) Purpose of grant cash non-cash organization and EIN(if cash grant cash disbursement (book, FMV, assistance assistance applicable) appraisal, other) Europe (Including RSCH SUBAWRD 137,496 WIRE/CHECK FMV Iceland and Greenland) Europe (Including RSCH SUBAWRD 369,928 WIRE/CHECK FMV Iceland and Greenland) Europe (Including RSCH SUBAWRD 28,595 WIRE/CHECK FMV Iceland and Greenland) North America RSCH SUBAWRD 19,143 WIRE/CHECK FMV Form 990 Schedule F Part II - Grants or Entities Outside The United States (b) IRS code (i) Method of (g) Amount of non- (h) Description of (a) Name of section (e) Amount of (f) Manner of valuation (c) Region (d) Purpose of grant cash non-cash organization and EIN (if cash grant cash disbursement (book, FMV, assistance assistance applicable) appraisal, other) East Asia and the RSCH SUBAWRD 55,000 WIRE/CHECK FMV Pacific Middle East and RSCH SUBAWRD 100,000 WIRE/CHECK FMV North Africa North America RSCH SUBAWRD 30,889 WIRE/CHECK FMV

Europe (Including RSCH SUBAWRD 62,939 WIRE/CHECK FMV Iceland and Greenland) Form 990 Schedule F Part II - Grants or Entities Outside The United States (b) IRS code (i) Method of (g) Amount of non- (h) Description of (a) Name of section (e) Amount of (f) Manner of valuation (c) Region (d) Purpose of grant cash non-cash organization and EIN(if cash grant cash disbursement (book, FMV, assistance assistance applicable) appraisal, other) Europe (Including RSCH SUBAWRD 152,871 WIRE/CHECK FMV Iceland and Greenland) l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 OMB No 1545-0047 SCHEDULEG SU lemental Information Re ardin (Form 990 or 990-EZ) Fundraisingpp or Gaming Activitiesg g Complete if the organization answered "Yes" to Forth 990, Part IV, lines 17, 18, or 19, or if the organization entered 2012 more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. Department of the Treasury PrAttach to Form 990 or Forth 990-EZ. PrSee separate instructions. Internal Revenue Service Name of the organization Employer identification number University of Southern California 95-1642394 Fundraising Activities . Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities Check all that apply a 1 Mail solicitations e 1 Solicitation of non-government grants b 1 Internet and email solicitations f 1 Solicitation of government grants c 1 Phone solicitations g 1 Special fundraising events d 1 In-person solicitations

2a Did the organization have a written or oral agreement with any individual (including officers, directors, trustees or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? 1' Yes 1! No b If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is to be compensated at least $5,000 by the organization

(i) Name and address of (ii) Activity (iii) Did (iv) Gross receipts (v) Amount paid to (vi) Amount paid to individual fundraiser have from activity (or retained by) (or retained by) or entity (fundraiser) custody or fundraiser listed in organization control of col (i) contributions? Yes No

Total

3 List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing

For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ . Cat No 50083H Schedule G ( Form 990 or 990-EZ) 2012 Schedule G (Form 990 or 990-EZ) 2012 Page 2 Fundraising Events . Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000. (a) Event #1 (b) Event #2 (c) Other events (d) Total events (add col (a) through ALUMNI AWARDS SCRIPTER AWARD 1 col (c)) (event type) (event type ) ( total number) co 1 Gross receipts 336,625 225,990 180,650 743,265 75 2 Less Contributions 238,650 177,674 155,000 571,324 3 Gross income (line 1 minus line 2) 97,975 48,3161 25,6501 171,941

4 Cash prizes

5 Noncash prizes 5,985 17,178 23,163 u7 6 Rent/facility costs 106,960 1,300 108,260

7 Food and beverages 96,537 36,209 103,338 236,084

8 Entertainment 7,550, 37,619 , 45,169

9 Other direct expenses 162,749 33,022 139,567 335,338

(748,014) 10 Direct expense summary Add lines 4 through 9 in column (d) ...... ► 11 Net income summary Combine line 3, column (d), and line 10 ...... -576,073 Gaming . Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a. (a) Bingo (b) Pull tabs/Instant (c) Other gaming (d) Total gaming (add bingo/progressive bingo col (a) through col co (c) ) 1 Gross revenue .

2 Cash prizes u) C 3 Non-cash prizes

LIJ 4 Rent /facility costs

5 Other direct expenses

F Yes F Yes F Yes 6 Volunteer labor n No F No F No

7 Direct expense summary Add lines 2 through 5 in column (d) ...... ►

8 Net gaming income summary Combine lines 1 and 7 in column (d) ...... ►

9 Enter the state (s) in which the organization operates gaming activities a Is the organization licensed to operate gaming activities in each of these states? ...... Yes F No b If "No," explain

------10a Were any of the organization ' s gaming licenses revoked, suspended or terminated during the tax year? . . . . . F Yes F No b If "Yes," explain ------

Schedule G (Form 990 or 990-EZ) 2012 Schedule G (Form 990 or 990-EZ) 2012 Page 3 11

Does the organization operate gaming activities with nonmembers? ...... Yes r- No 12 Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ...... Yes r- No 13 Indicate the percentage of gaming activity operated in a The organization ' s facility 13a b An outside facility 13b 14 Enter the name and address of the person who prepares the organization's gaming /special events books and records

Name ►

Address ►

15a Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ...... r- Yes r- No b If "Yes," enter the amount of gaming revenue received by the organization ► $ and the amount of gaming revenue retained by the third party $

c If "Yes," enter name and address of the third party

Name '

Address '

------16 Gaming manager information

Name llik^ ------

Gaming manager compensation ► $ _ ------

Description of services provided ------

r- Director/officer Employee Independent contractor 17 Mandatory distributions a Is the organization required understate law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ...... r-Yes r-No b Enter the amount of distributions required under state law distributed to other exempt organizations or spent in the organization ' s own exempt activities during the tax year $ Supplemental Information . Complete this part to provide the explanations required by Part I, line 2b, columns ( iii) and (v), and Part III, lines 9 , 9b, 10b, 15b, 15c, 16, and 17b, as applicable . Also complete this part to provide any additional information ( see instructions).

Identifier Return Reference Explanation I I Schedule G (Form 990 or 990-EZ) 2012 l efile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493135033774 SCHEDULE H Hospitals OMB No 1545-0047 (Form 990) 1- Complete if the organization answered "Yes" to Form 990, Part IV, question 20. 201 2 Department of the Treasury 1- Attach to Form 990. 1- See separate instructions. Ope n Internal Revenue Service I Inspection Name of the organization Employer identification number University of Southern California 95-1642394 Financial Assistance and Certain Other Community Benefits at Cost Yes No la Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a la Yes b If "Yes," was it a written policy? ...... lb Yes 2 If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year

F Applied uniformly to all hospital facilities F Applied uniformly to most hospital facilities r Generally tailored to individual hospital facilities

3 Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization ' s patients during the tax year

a Did the organization use Federal Poverty Guidelines ( FPG) as a factor in determining eligibility for providing free care? If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care 3a Yes

F 100% F 150% F 200% F Other % b Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes ," indicate which of the following was the family income limit for eligibility for discounted care 3b Yes

F 200% F 250% F 300% F 350% F 400% F Other %

c If the organization used factors other than FPG in determining eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care Include in the description whether the organization used an asset test or other threshold , regardless of income, as a factor in determining eligibility for free or discounted care 4 Did the organization ' s financial assistance policy that applied to the largest number of its patients during the tax yea r provide for free or discounted care to the " medically indigent"? 4 Yes 5a Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ...... 5a Yes b If "Yes," did the organization ' s financial assistance expenses exceed the budgeted amount? 5b No c If "Yes" to line 5b, as a result of budget considerations , was the organization unable to provide free or discounted care to a patient who was eligibile for free or discounted care? 5c 6a Did the organization prepare a community benefit report during the tax year? 6a Yes b If "Yes," did the organization make it available to the public? 6b Yes Complete the following table using the worksheets provided in the Schedule H instructions Do not submit these worksheets with the Schedule H 7 Financial Assistance and Certain Other Community Benefits at Cost (a) Number of Financial Assistance and Ob Persons ( c) Total communit y Od Direct offsetting (e) Net community benefit (f) Percent of activities or Means- Tested served benefit expense revenue expense total expense programs (optional) Government Programs (optional) a Financial Assistance at cost (from Worksheet 1) . 650,973 650,973 0 020 % b Medicaid (from Worksheet 3, column a) . . . 86,619,886 50,090,944 36,528,942 1 040 % c Costs of other means-tested government programs (from Worksheet 3, column b) d Total Financial Assistance and Means-Tested Government Programs 87,270,859 50,090,944 37,179,915 1 060 % Other Benefits e Community health improvement services and community benefit operations (from Worksheet 4) . 738,431 738,431 0 020 % f Health professions education (from Worksheet 5) . 18,864,889 3,916,452 14,948,437 0 420 % g Subsidized health services (from Worksheet 6) . h Research (from Worksheet 7) 251,198,580 251,198,580 7 120 % i Cash and in-kind contributions for community benefit (from Worksheet 8) 533,110 533,110 0 020 % j Total . Other Benefits . 271,335,010 3,916,452 267,418,558 7 580 % k Total . Add lines 7d and 7j 358,605,869 54,007,396 304,598,473 8 640 % For Paperwork Reduction Act Noticee see the Instructions for Form 990 . Cat N o 5019 2T Schedule H (Form 990) 2012 Schedule H (Form 990) 2012 Page Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves- (a) Number of (b) Persons (c) Total community (d) Direct offsetting (e) Net community (f) Percent of activities or served (optional) building expense revenue building expense total expense programs (optional)

1 Ph y sical im p rovements and housin g

2 Economic development

3 Communit y su pp ort

4 Environmental improvements 5 Leadership development and training for community members 6 Coalition building 7 Community health improvement advocacy 8 Workforce development 9 Other 10 Total Ill: Bad Debt , Medicare , & Collection Practices Section A. Bad Debt Expense Yes No 1 Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No 15? ...... 1 Yes 2 Enter the amount of the organization's bad debt expense Explain in Part VI the methodology used by the organization to estimate this amount 2 14,276,051 3 Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit 3

4 Provide in Part VI the text of the footnote to the organization's financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements Section B. Medicare 5 Entertotal revenue received from Medicare (including DSH and IME) . 5 197,355,620 6 Enter Medicare allowable costs of care relating to payments on line 5 . 6 259,455,103 7 Subtract line 6 from line 5 This is the surplus (or shortfall) . 7 -62,099,483 8 Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6 Check the box that describes the method used

r- Cost accounting system F Cost to charge ratio F Other Section C. Collection Practices 9a Did the organization have a written debt collection policy during the tax year? . b If "Yes," did the organization 's collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI ...... 9b Yes MITUT Mananernent Comnanies and Joint VenturesrnvunPri ,n° nr mnra hvnfrarc rLrartnrc triictaac kavamnlnvaac and nhvananc-s inctrnrtinncl (a) Name of entity (b) Description of primary (c) Organization's (d) Officers, directors, (e) Physicians' activity of entity profit % or stock trustees, or key profit % or stock ownership % employees' profit % ownership or stock ownership 1 NA

2

3

4

5

6

7

8

9

10

11

12

13

Schedule H (Form 990) 2012 Schedule H (Form 990) 2012 Page Facility Information

Section A . Hospital Facilities 5 s CD

CD {3 -, N (P =2 0 T Cp (list in order of size from largest to 0 smallest -see instructions ) CL o 0 How many hospital facilities did the 5 (P -0 ( organization operate during the tax year? P_ o 2 e3 ^ n Name , address, and primary website address - Other (Describe ) Facility reporting group 1 KECK HOSPITAL OF USC 1500 SAN PABLO STREET X X X X A LOS ANGELES,CA 90089 WWWKECKMEDICINE ORG 2 USC NORRIS CANCER HOSPITAL 1441 EASTLAKE AVENUE X X X X A LOS ANGELES,CA 90089 WWW CANCER KECKMEDICINE ORG

Schedule H (Form 990) 2012 Schedule H (Form 990) 2012 Page Facility Information (continued) Section B. Facility Policies and Practices (Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A) A Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A) No i Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012 During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9 ...... 1 Yes If"Yes," indicate what the CHNA report describes (check all that apply) a 7 A definition of the community served by the hospital facility b I Demographics of the community c 7 Existing health care facilities and resources within the community that are available to respond to the health needs of the community d I How data was obtained e I The health needs of the community f 7 Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups 9 F The process for identifying and prioritizing community health needs and services to meet the community health needs h F The process for consulting with persons representing the community's interests i I Information gaps that limit the hospital facility's ability to assess the community's health needs j F Other (describe in Part VI) 2 Indicate the tax year the hospital facility last conducted a CHNA 20 12 3 In conducting its most recent CHNA, did the hospital facility take into account input from representatives of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If"Yes," describe in Part VI how the hospital facility took into account input from persons who represent the community , and identify the persons the hospital facility consulted ...... 3 Yes 4 Was the hospital facility's CHNA conducted with one or more other hospital facilities? If"Yes," list the other hospital facilities in Part VI ...... 4 Yes 5 Did the hospital facility make its CHNA report widely available to the public? ...... 5 Yes If"Yes," indicate how the CHNA report was made widely available ( check all that apply) a F Hospital facility's website b F Available upon request from the hospital facility c 1 Other ( describe in Part VI) 6 If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date) a F Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA b 7 Execution of the implementation strategy c F Participation in the development of a community -wide plan d F Participation in the execution of a community -wide plan e F Inclusion of a community benefit section in operational plans f F Adoption of a budget for provision of services that address the needs identified in the CHNA g I Prioritization of health needs in its community h F Prioritization of services that the hospital facility will undertake to meet health needs in its community i F Other ( describe in Part VI) 7 Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If"No," explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs ...... 7 No 8a Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501( r)(3)? ...... 8a No b If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ...... 8b c If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012 Schedule H (Form 990) 2012 Page Facility Information (continued) Financial Assistance Policy Yes No 9 Did the hospital facility have in place during the tax year a written financial assistance policy that Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care? 9 Yes 10 Used federal poverty guidelines (FPG) to determine eligibility for providing free care? ...... 10 Yes If "Yes," indicate the FPG family income limit for eligibility for free care 200 % If "No," explain in Part VI the criteria the hospital facility used 11 Used FPG to determine eligibility for providing discounted care? ...... 11 Yes If"Yes," indicate the FPG family income limit for eligibility for discounted care 350 % If "No," explain in Part VI the criteria the hospital facility used 12 Explained the basis for calculating amounts charged to patients? ...... 12 Yes If"Yes," indicate the factors used in determining such amounts (check all that apply) a F' Income level b F' Asset level c F' Medical indigency d I Insurance status e F' Uninsured discount f F' Medicaid/Medicare g F' State regulation h F' Other (describe in Part VI) 13 Explained the method for applying for financial assistance? ...... 13 Yes 14 Included measures to publicize the policy within the community served by the hospital facility? ...... 14 Yes If"Yes," indicate how the hospital facility publicized the policy (check all that apply) a 1 The policy was posted on the hospital facility's website b I The policy was attached to billing invoices c I The policy was posted in the hospital facility's emergency rooms or waiting rooms d I The policy was posted in the hospital facility's admissions offices e 1 The policy was provided, in writing, to patients on admission to the hospital facility f F The policy was available upon request g I Other (describe in Part VI) Billing and Collections 15 Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment? ...... 15 Yes 16 Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient's eligibility under the facility's FA P a F' Reporting to credit agency b F' Lawsuits c F' Liens on residences d F' Body attachments e F' Other similar actions (describe in Part VI) 17 Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient's eligibility under the facility's FAP? ...... 17 No If"Yes," check all actions in which the hospital facility or a third party engaged a F' Reporting to credit agency b F' Lawsuits c F' Liens on residences d F' Body attachments e FO ther similar actions (describe in Part VI) Schedule H (Form 990) 2012 Schedule H (Form 990) 2012 Page Facility Information (continued) 18 Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply) a F Notified individuals of the financial assistance policy on admission b F Notified individuals of the financial assistance policy prior to discharge c F Notified individuals of the financial assistance policy in communications with the patients regarding the patients' bills d F- Documented its determination of whether patients were eligible for financial assistance under the hospital facility's financial assistance policy e 1 Other (describe in Part VI) Policy Relating to Emergency Medical Care Yes No 19 Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility's financial assistance policy? ...... 19 Yes If"No," indicate why a 1 The hospital facility did not provide care for any emergency medical conditions b 1 The hospital facility's policy was not in writing c 1 The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI) d 1 Other (describe in Part VI) Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals) 20 Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FA P- eligible individuals for emergency or other medically necessary care a F- The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged b F- The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged c 1 The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged d I Other (describe in Part VI) 21 During the tax year, did the hospital facility charge any FAP-eligible individuals to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care? ...... 21 No If"Yes," explain in Part VI 22 During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? ...... 22 No If"Yes," explain in Part VI Schedule H (Form 990) 2012 Schedule H (Form 990) 2012 Page MWITZ-Facility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered , or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest)

How many non-hospital health care facilities did the organization operate during the tax year? 1

Name and address Typ e of Facility ( describe ) 1 USC ENGEMANN STUDENT HEALTH CENTER (UPC) OUTPATIENT CLINIC 1031 WEST 34TH STREET LOS ANGELES,CA 900893261 2 3 4 5 6 7 8 9 10

Schedule H (Form 990) 2012 Schedule H (Form 990) 2012 Page Supplemental Information Complete this part to provide the following information

1 Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7, Part II, Part III, lines 4, 8, and 9b, Part V, Section A, and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22 2 Needs assessment . Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B 3 Patient education of eligibility for assistance . Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization's financial assistance policy 4 Community information . Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves 5 Promotion of community health . Provide any other information important to describing how the organization's hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e g , open medical staff, community board, use of surplus funds, etc ) 6 Affiliated health care system . If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served 7 State filing of community benefit report . If applicable, identify all states with which the organization, or a related organization, files a community benefit report 8 Facility reporting group (s). If applicable, for each hospital facility in a facility reporting group provide the descriptions required for Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22

Identifier ReturnReference Explanation PART I, LINE 3C he discount amount is based on family income compared to the Federal Poverty Level ("FPL") for the current year Patients with family income under 200 % FPL will be eligible forfree care for the dates of service for which an application is completed Uninsured or under-insured patients with family income between 201% and 350 % FPL will be eligible for care at a sliding scale discount Uninsured patients whose family income exceeds 350 % of the FPL will receive the Compact discounted rate PART I, LINE 6A BOTH KECK HOSPITAL OF USC AND USC NORRIS CANCER HOSPITAL PREPARE AN ANNUAL COMMUNITY BENEFITS REPORT Identifier ReturnReference Explanation PART I, LINE 7 REPORTS FOLLOWING THE FORM 990, SCHEDULE H INSTRUCTIONS, ADDRESSING ALL PATIENT SEGMENTS HE TOTAL PERCENTAGE OF FINANCIAL ASSISTANCE ND CERTAIN OTHER COMMUNITY BENEFITS AT COST ON LINE 7 WAS CALCULATED FOR FY13 ON A UNIVERSITY- WIDE BASIS AS REQUIRED PER THE FORM 990 INSTRUCTIONS PART III, LINES 2 AND 4 NET PATIENT SERVICE REVENUE IS REPORTED AT ESTIMATED NET REALIZABLE AMOUNTS FROM PATIENTS, THIRD PARTY PAYORS, GOVERNMENT PROGRAM AND OTHERS IN THE PERIOD IN WHICH SERVICES ARE PROVIDED THE MAJORITY OF THE HOSPITALS' SERVICES RE RENDERED TO PATIENTS WITH COMMERCIAL OR MANAGED CARE INSURANCE, OR UNDER THE FEDERAL MEDICARE AND CALIFORNIA STATE MEDICAL PROGRAMS REIMBURSEMENT FROM THESE VARIOUS PAYORS IS BASED ON A COMBINATION OF PROSPECTIVELY DETERMINED RATES, DISCOUNTS FROM CHARGES AND HISTORICAL COSTS Amounts received underthe Medicare program are subject to retroactive settlements based on review and final determination by program intermediaries or their agents Provisions for contractual adjustments and retroactive settlements related to these payors are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as additional information becomes known or as final settlements are determined The allowance for doubtful accounts is based upon management's assessment of historical and expected net collections considering historical business and economic conditions, trends in health care coverage, and other collection indicators Periodically throughout the year management assesses the adequacy of the allowance for doubtful accounts based upon historical write - off experience by payor category The results of this review are then used to make any modifications to the allowance for doubtful accounts The determination of charity care generally should be made at the time of admission, or shortly thereafter However, events after discharge may change the ability of the patient to pay Designation as Charity Care will only be considered after all payment sources have been exhausted Hospital charges for patient accounts identified as Charity Care at the time of admission or service are not recognized by the facility as net revenues or net receivables If patient accounts are identified as Charity Care subsequent to the facility recognizing the charges as revenue , an adjustment is required to classify appropriately the revenue and any bad debt expense previously recorded Identifier ReturnReference Explanation PART III, LINE 8 he Medicare shortfall of ($62,099,483) reported in Part III, Line 7 should be treated as A community benefit because the rates paid by Medicare do not accurately reflect the cost of care provided by the Hospitals Accordingly, the Hospital must subsidize the cost of care provided to Medicare Beneficiaries with other revenues THE COSTING METHODOLOGY USED O CALCULATE MEDICARE ALLOWABLE COSTS OF CARE REPORTED ON PART III, LINE 6 WAS USING A COST-TO- CHARGE RATIO PART III, LINE 9B As part of its mission, the Hospitals provide services and a broad array of benefits to the community The Hospitals' patient acceptance policy is based on its mission statement and its community services responsibilities Accordingly, The Hospitals accept patients in immediate need of care, regardless of their ability to pay The Hospitals do not pursue collection of amounts determined to qualify as charity care based on established policies of the Hospitals These policies define charity services as those services for which no payment is due for all or a portion of the patient's bill from the patient See also Part III, Line 4 Identifier ReturnReference Explanation NEEDS ASSESSMENT FOR TAX YEAR 2012, KECK HOSPITAL OF USC AND USC NORRIS CANCER HOSPITAL UNDERTOOK A COMMUNITY HEALTH NEEDS ASSESSMENT AS REQUIRED BY CALIFORNIA LAW (SB 697) THE RECENT PASSAGE OFTHE PATIENT PROTECTION AND AFFORDABLE CARE ACT AND IRC SECTION 501(R)ALSO REQUIRES TAX-EXEMPT HOSPITALS TO CONDUCT NEEDS ASSESSMENTS AND DEVELOP COMMUNITY BENEFIT PLANS EVERY THREE EARS THE ASSESSMENT INCORPORATES COMPONENTS OF PRIMARY DATA COLLECTION AND SECONDARY DATA NALYSIS THAT FOCUS ON THE HEALTH AND SOCIAL NEEDS OF THE SERVICE AREA TARGETED INTERVIEWS WERE USED TO GATHER INFORMATION AND OPINIONS FROM PERSONS WHO REPRESENT THE BROAD INTERESTS OFTHE COMMUNITY SERVED BY THE HOSPITALS FOR HE INTERVIEWS, COMMUNITY STAKEHOLDERS, IDENTIFIED BY THE HOSPITALS, WERE CONTACTED AND SKED TO PARTICIPATE IN THE NEEDS ASSESSMENT EIGHTEEN INTERVIEWS WERE COMPLETED FOR THE COMMUNITY HEALTH NEEDS ASSESSMENT IN FEBRUARY ND MARCH OF 2013 SECONDARY DATA WAS COLLECTED FROM A VARIETY OF SOURCES TO PRESENT LOS ANGELES COUNTY DEMOGRAPHICS, SOCIAL AND ECONOMIC FACTORS, HEALTH ACCESS, MORTALITY, BIRTH CHARACTERISTICS, CHRONIC DISEASE, AND HEALTH BEHAVIORS PATIENT EDUCATION OF USC HOSPITALS SHALL POST NOTICES INFORMING THE ELIGIBILITY FOR ASSISTANCE PUBLIC OFTHE FINANCIAL ASSISTANCE PROGRAM T HESE NOTICES WILL BE POSTED IN HIGH VOLUME INPATIENT AND OUTPATIENT AREAS OFTHE HOSPITALS NOTICES SHALL ALSO BE POSTED IN THE ADMITTING ND FINANCIAL SERVICES DEPARTMENTS EACH HOSPITAL SHALL PROVIDE PATIENTS WITH A WRITTEN DOCUMENT THAT CONTAINS INFORMATION ABOUT VAILABILITY OF THE HOSPITALS' DISCOUNT PAYMENT ND CHARITY CARE POLICIES, INCLUDING INFORMATION ABOUT ELIGIBILITY, AS WELL AS CONTACT INFORMATION FOR A HOSPITAL EMPLOYEE OR OFFICE FROM WHICH THE PERSON MAY OBTAIN FURTHER INFORMATION ABOUT THESE POLICIES THE NOTICE SHALL ALSO BE PROVIDED TO PATIENTS WHO RECEIVE OUTPATIENT CARE AND WHO MAY BE BILLED FOR THE CARE, BUT WHO WERE NOT ADMITTED THE NOTICE SHALL BE PROVIDED IN ENGLISH, AND IN LANGUAGES OTHER THAN ENGLISH THE LANGUAGES TO BE PROVIDED SHALL BE DETERMINED IN A MANNER SIMILAR O THAT REQUIRED PURSUANT TO SECTION 12693 30 OF HE INSURANCE CODE (THRESHOLD LANGUAGES ARE SPANISH AND THOSE LANGUAGES SPOKEN BY 5% OF PATIENTS) DATA MAILERS SENT TO PATIENTS AS PART OF THE ROUTINE BILLING PROCESS WILL CONTAIN INFORMATION ABOUT THE FINANCIAL ASSISTANCE PROGRAM WRITTEN CORRESPONDENCE TO THE PATIENT REQUIRED BY THIS ARTICLE SHALL ALSO BE IN THE LANGUAGE SPOKEN BY THE PATIENT, CONSISTENT WITH SECTION 12693 30 OF THE INSURANCE CODE AND PPLICABLE STATE AND FEDERAL LAW Identifier ReturnReference Explanation COMMUNITY INFORMATION KECK HOSPITAL OF USC KECK HOSPITAL OF USC IS LOCATED EAST OF DOWNTOWN LOS ANGELES ON USC'S HEALTH SCIENCES CAMPUS THE HOSPITAL DRAWS PATIENTS REGIONALLY FROM SOUTHERN CALIFORNIA, WITH A PRIMARY SERVICE AREA OF LOS ANGELES COUNTY, CALIFORNIA APPROXIMATELY 70% OFTHE HOSPITALS' PATIENTS ORIGINATE FROM L A COUNTY USC NORRIS CANCER HOSPITAL USC NORRIS CANCER HOSPITALALSO IS LOCATED EAST OF DOWNTOWN LOS NGELES ON USC'S HEALTH SCIENCES CAMPUS AS A RESULT OF ITS GROUND BREAKING WORK IN CANCER RESEARCH AND TREATMENT, THE HOSPITAL DRAWS PATIENTS FROM THROUGHOUT THE STATE, NATIONALLY ND INTERNATIONALLY FORTHE PURPOSE OFTHE NEEDS ASSESSMENT THE PRIMARY SERVICE AREA HAS BEEN IDENTIFIED AS LOS ANGELES COUNTY, CALIFORNIA, OF WHICH APPROXIMATELY 70% OF ITS PATIENTS ORIGINATE THE POPULATION FOR LOS NGELES COUNTY,THE TWO HOSPITALS' PRIMARY SERVICE AREA, IS ESTIMATED AT 9,818,605 IN 2010, AN INCREASE OF 3 1% FROM 2000 FOR THE LAST FIVE EARS,THE RATE OF POPULATION GROWTH IN LA COUNTY HAS SLOWED WHEN COMPARED TO THE RATE OF GROWTH IN THE STATE KECK HOSPITAL OF USC AND USC NORRIS CANCER HOSPITAL ARE LOCATED IN THE EL SERENO/HIGHLAND PARK/LINCOLN HEIGHTS MEDICALLY UNDERSERVED AREA CHILDREN AND YOUTH, AGES 0-17 MAKE UP 24 5% OFTHE POPULATION, 33 1% ARE 18-39 EARS OF AGE, 31 5% ARE 40-64 YEARS OF AGE, AND 10 9% OF THE POPULATION ARE SENIORS, 65 YEARS OF GE AND OLDER THE AREA HAS HIGHER PERCENTAGES OF ADULTS (AGES 18-39)THAN FOUND IN THE STATE MOST NOTABLY, L A COUNTY HAS A GREATER PERCENTAGE OF TEENS, AGES 15-19 (8 3%) THAN IN THE STATE (7 8%) THE POPULATION OF THE SERVICE AREA CONSISTS PRIMARILY OF HISPANIC OR LATINO (47 7%) ND WHITE (27 8%) RACE AND ETHNICITY ASIANS COMPRISE 13 5% OF THE POPULATION, AND AFRICAN MERICANS/BLACKS ARE 8 3% OF THE POPULATION THE REA HAS A LARGER PERCENTAGE OF LATINOS, AFRICAN AMERICANS/BLACKS, AND ASIANS, AND A SMALLER PERCENTAGE OF WHITES WHEN COMPARED TO THE STATE UNEMPLOYMENT COMPARED OVER THREE YEARS, UNEMPLOYMENT RATES WERE LOWER IN 2009, RISING IN 2010, AND DECREASING IN 2011 IN 2011, LOS ANGELES COUNTY HAD A 12 3% UNEMPLOYMENT RATE POVERTY POVERTY THRESHOLDS ARE USED FOR CALCULATING ALL OFFICIAL POVERTY POPULATION STATISTICS THEY ARE UPDATED EACH YEAR BY THE CENSUS BUREAU FOR 2012, HE FEDERAL POVERTY THRESHOLD FOR ONE PERSON WAS $11,170 AND FOR A FAMILY OF FOUR $23,050 THE POVERTY RATES PAINT AN IMPORTANT PICTURE OF THE POPULATION WITHIN THE HOSPITALS' PRIMARY SERVICE REA POVERTY RATES SHOW 15 7% OFTHE POPULATION LIVING AT OR BELOW 100% OF THE FEDERAL POVERTY LEVEL (FPL)AND 37 6% AT 200% OF FPL THE RATES OF POVERTY ARE HIGHER IN L A COUNTY T HAN IN THE STATE LANGUAGE IN THE OVERALL HOSPITAL SERVICE AREA, A LANGUAGE OTHER THAN ENGLISH IS SPOKEN IN OVER HALFTHE HOMES (56 4%) SPANISH IS SPOKEN IN 39 4% OFTHE HOMES, THIS IS GREATER THAN THE NUMBER OF SPANISH SPEAKING HOUSEHOLDS IN THE STATE (28 5%) EDUCATION OFTHE POPULATION AGE 25 AND OVER, 24 1% HAVE LESS THAN HIGH SCHOOL DIPLOMA 21 4% OF THE POPULATION RE HIGH SCHOOL GRADUATES, WHICH IS CONSISTENT WITH STATE COMPLETION RATES (21 5%) LACK OF EDUCATION IS A CRITICAL MARKER OF AT-RISK POPULATIONS LOW EDUCATIONAL ATTAINMENT NEGATIVELY IMPACTS ON EMPLOYMENT AND INCOME, RESULTING IN INCREASED LEVELS OF POVERTY THESE FACTORS ALSO DIRECTLY CONTRIBUTE TO HIGH RATES OF DISEASE AND POOR HEALTH OUTCOMES COMMUNITY BUILDING SEE "OTHER INFORMATION" BELOW CTIVITIES Identifier ReturnReference Explanation

STATE FILING OF COMMUNITY COMMUNITY BENEFIT REPORT PART V, SECTION B, LINE 3 EIGHTEEN TARGETED BENEFIT REPORT FOR EACH HOSPITAL IS FILED IN INTERVIEWS WERE USED TO GATHER INFORMATION AND CALIFORNIA OPINIONS FROM PERSONS WHO REPRESENT THE BROAD INTERESTS OF THE COMMUNITY SERVED BY THE HOSPITALS INTERVIEWEES INCLUDED INDIVIDUALS WHO RE LEADERS AND REPRESENTATIVES OF MEDICALLY UNDERSERVED, LOW-INCOME, MINORITY AND CHRONIC DISEASE POPULATIONS, OR REGIONAL, STATE OR LOCAL HEALTH OR OTHER DEPARTMENTS OR AGENCIES THAT HAVE "CURRENT DATA OR OTHER INFORMATION RELEVANT TO THE HEALTH NEEDS OF THE COMMUNITY SERVED BY THE HOSPITAL FACILITIES " PART V, SECTION B, LINE 4 THE CHNA WAS CONDUCTED FOR KECK HOSPITAL OF USC AND USC NORRIS CANCER HOSPITAL PART V, SECTION B, LINE 5(A) THE URLTO VIEWTHE COMMUNITY HEALTH NEEDS ASSESSMENT AND IMPLEMENTATION STRATEGIES FOR BOTH HOSPITALS IS WWWKECKMEDICINE ORG/COMMUNITY-BENEFIT PART V, SECTION B, LINE 7 THE IMPLEMENTATION STRATEGY A DOPTED BY EACH HOSPITAL ACTIVELY ADDRESS THE HEALTH NEEDS THAT WERE IDENTIFIED IN THE CHNA AS "PRIORITY HEALTH NEEDS " FOR KECK HOSPITAL OF USC T HESE INCLUDE 1)ACCESSTO CARE 2) CHRONIC DISEASE MANAGEMENT 3) DISEASE PREVENTION AND HEALTH PROMOTION, WITH A FOCUS ON PREVENTION, HEALTHY EATING, AND OVERWEIGHT/OBESITY ISSUES 4) HEALTH SCIENCES EDUCATION FOR MINORITY STUDENTS FOR USC NORRIS CANCER HOSPITAL THESE INCLUDE 1) CANCER CARE AND TREATMENT 2) DISEASE PREVENTION A ND HEALTH PROMOTION, WITH A SPECIAL FOCUS ON CANCER PREVENTION, HEALTHY EATING, PHYSICAL ACTIVITY, AND OVERWEIGHT/OBESITY ISSUES 3) HEALTH SCIENCES EDUCATION FOR MINORITY STUDENTS CERTAIN OTHER HEALTH NEEDS THAT WERE IDENTIFIED, BUT NOT SPECIFICALLY ADDRESSED IN THE IMPLEMENTATION STRATEGY INCLUDE ALCOHOL AND DRUG USE, AND COMMUNITY SAFETY THE HOSPITALS HAVE CHOSEN NOT TO FOCUS ON THESE AREAS BECAUSE THEY BELIEVE THEY CAN HAVE A GREATER IMPACT ON HE PRIORITY HEALTH NEEDS THESE OTHER HEALTH NEEDS DO NOT ALIGN WITH HOSPITAL STRATEGIC INITIATIVES, AND THEY DO NOT HAVE EXISTING RESOURCES OR INFRASTRUCTURE TO EFFECTIVELY MEET T HESE COMMUNITY HEALTH NEEDS PART V, SECTION B, LINE 14G PLEASE REFER TO PATIENT EDUCATION OF ELIGIBILITY FOR ASSISTANCE IN PART VI PART V, SECTION B, LINE 20D THE MAXIMUM AMOUNTS THAT CAN BE CHARGED TO FAP-ELIGIBLE INDIVIDUALS FOR EMERGENCY OR OTHER MEDICALLY NECESSARY CARE IS NINETY PERCENT OF MEDICARE RATES Schedule H (Form 990) 2012 efile GRAPHIC print - DO NOT PROCESS I As Filed Data - I DLN: 93493135033774 Schedule I OMB No 1545-0047 (Form 990) Grants and Other Assistance to Organizations, Governments and Individuals in the United States 20 12 Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22. Department of the Treasury l Attach to Form 990 Internal Revenue Service Name of the organization Employer identification number University of Southern California 95-1642394 jlj^l General Information on Grants and Assistance 1 Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award the grants or assistance? ...... F Yes 1 No 2 Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States Grants and Other Assistance to Governments and Organizations in the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of ( b) EIN (c) IRC Code section (d) Amount of cash ( e) Amount of non- (f) Method of ( g) Description of (h) Purpose of grant organization if applicable grant cash valuation non - cash assistance or assistance or government assistance (book, FMV, appraisal, other) (1) 24TH STREET THEATRE 95-4607337 501(C)(3) 28,000 GENERAL SUPPORT 1117 WEST 24TH ST LOS ANGELES,CA 90007 (2) COMMUNITY PARTNERS 95-4302067 501(C)(3) 520,535 GENERAL SUPPORT 1000 N ALAMEDA ST LOS ANGELES,CA 90012 (3) COMMUNITY SERVICES 95-3218396 501(C)(3) 52,436 GENERAL SUPPORT UNLIMITED 1344 1/2 WEST MARTIN LUTHER KING JR LOS ANGELES,CA 90037 (4) ECCLA 95-4230350 501(C)(3) 623,290 GENERAL SUPPORT 2801 SOUTH HOOVER ST LOS ANGELES,CA 90089 (5) HOOVER 95-3104017 501(C)(3) 15,000 GENERAL SUPPORT INTERGENERATIONAL CENTER 3216 S HOOVER ST LOS ANGELES,CA 90007 (6) KIDS IN SPORTS 95-4302067 501(C)(3) 38,000 GENERAL SUPPORT 3980 BILL ROBERTSON LN LOS ANGELES,CA 90037 (7) PROYECTO PASTORAL 95-3213958 501(C)(3) 12,000 GENERAL SUPPORT 135 N MISSION RD LOS ANGELES,CA 90033 (8) REDEEMER COMMUNITY 91-2144336 501(C)(3) 17,930 GENERAL SUPPORT PARTNERSHIP 2706 BRIGHTON AVE LOS ANGELES,CA 90018 (9)THE LAUREL 95-4429260 501(C)(3) 30,000 GENERAL SUPPORT FOUNDATION 1640 MARENGO AVE LOS ANGELES,CA 90033

2 Enter total number of section 501(c)(3) and government organizations listed in the line 1 table . ► 9 3 Enter total number of other organizations listed in the line 1 table .

For Paperwork Reduction Act Notice, see the Instructions for Form 990 . Cat No 50055P Schedule I (Form 990) 2012 Schedule I (Form 990) 2012 Pa g e 2 Grants and Other Assistance to Individuals in the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 22. Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance (b)N umber of (c)A mount of (d)Amount of (e)Method of valuation (f)Description of non-cash assistance recipients cash grant non-cash assistance (book, FMV, appraisal, other)

(1) STUDENT FINANCIAL AID 19922 413,465,056 N/A N/A

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information Identifier I Return Reference I Explanation SCHEDULE I PART I, LINE 2 USC Neighborhood Outreach funds are distributed through a competitive grant Making process A grant review committee comprised of university faculty and staff volunteers review all grants and provide funding recommendations based on a set of criteria All final grant award decisions are made by Civic Engagement USC Neighborhood Outreach monitors the grant awards through an interim report six months into the project and a final, cumulative report at the end of the project We conduct adhoc site visits to observe the program and review EDUCATION CONSORTIUM OF CENTRAL LA (ECCLA) accounting records THE UNIVERSITY OF SOUTHERN CALIFORNIA ADMINISTERS ONE OF THE NATION'S LARGEST FINANCIAL AID PROGRAMS THROUGH ITS FINANCIAL AID OFFICE, AWARDING $440 MILLION IN AID TO OVER TWO-THIRDS OF OUR UNDERGRADUATE STUDENTS WE WILL MEET THE FULL USC-DETERMINED FINANCIAL NEED OF ALL ADMITTED UNDERGRADUATE STUDENTS WHO MEET ALL FEDERAL, STATE AND UNIVERSITY ELIGIBILITY REQUIREMENTS AND DEADLINES STUDENTS AND THEIR PARENTS ARE REQUIRED TO SUBMIT ALL APPLICATIONS AND SUPPORT DOCUMENTS, MEETING ALL DEADLINES, IN ORDER TO MAKE THEIR CLAIM FOR FINANCIAL ASSISTANCE AND TO BE CONSIDERED FOR FINANCIAL AID PART II THE UNIVERSITY OF SOUTHERN CALIFORNIA ADMINISTERS SUB-AWARDS FOR RESEARCH TO OTHER ORGANIZATIONS IN CONNECTION WITH RESEARCH GRANTS AWARDED TO THE UNIVERSITY THE UNIVERSITY OF SOUTHERN CALIFORNIA DOES NOT REPORT THESE SUB-AWARDS AS GRANTS ON FORM 990, SCHEDULE I SINCE THE RECIPIENT ORGANIZATIONS PERFORM RESEARCH SERVICES FOR THE UNIVERSITY PART III, COLUMN(C)THE CASH GRANT IS REFLECTED ON STUDENT ACCOUNTS Schedule I (Form 990) 2012 Additional Data Return to Form

Software ID: Software Version: EIN: 95 -1642394 Name : University of Southern California

Form 990,Schedule I, Part II, Grants and Other Assistance to Governments and Organizations in the United States (a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grant organization if applicable grant cash valuation non-cash assistance or assistance or government assistance (book, FMV, appraisal, other)

24TH STREET THEATRE 95-4607337 501(C)(3) 28,000 GENERAL SUPPORT 1117 WEST 24TH ST LOS ANGELES,CA 90007 COMMUNITY PARTNERS 95-4302067 501(C)(3) 520,535 GENERAL SUPPORT 1000 N ALAMEDA ST LOS ANGELES,CA 90012 Form 990,Schedule I, Part II, Grants and Other Assistance to Governments and Organizations in the United States (a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grant organization if applicable grant cash valuation non-cash assistance or assistance or government assistance (book, FMV, appraisal, other)

COMMUNITY SERVICES 95-3218396 501(C)(3) 52,436 GENERAL SUPPORT UNLIMITED1344 1/2 WEST MARTIN LUTHER KING JR LOS ANGELES,CA 90037 ECCLA2801 SOUTH 95-4230350 501(C)(3) 623,290 GENERAL SUPPORT HOOVER ST LOS ANGELES,CA 90089 Form 990,Schedule I, Part II, Grants and Other Assistance to Governments and Organizations in the United States (a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grant organization if applicable grant cash valuation non-cash assistance or assistance or government assistance (book, FMV, appraisal, other)

HOOVER 95-3104017 501(C)(3) 15,000 GENERAL SUPPORT INTERGENERATIONAL CENTER3216 S HOOVER ST LOS ANGELES,CA 90007 KIDS IN SPORTS3980 BILL 95-4302067 501(C)(3) 38,000 GENERAL SUPPORT ROBERTSON LN LOS ANGELES,CA 90037 Form 990,Schedule I, Part II, Grants and Other Assistance to Governments and Organizations in the United States (a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grant organization if applicable grant cash valuation non-cash assistance or assistance or government assistance (book, FMV, appraisal, other)

PROYECTO PASTORAL135 95-3213958 501(C)(3) 12,000 GENERALSUPPORT N MISSION RD LOS ANGELES,CA 90033 REDEEMER COMMUNITY 91-2144336 501(C)(3) 17,930 GENERAL SUPPORT PARTNERSHIP 2706 BRIGHTON AVE LOS ANGELES,CA 90018 Form 990 , Schedule I , Part II, Grants and Other Assistance to Governments and Organizations in the United States (a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grant organization if applicable grant cash valuation non-cash assistance or assistance or government assistance (book, FMV, appraisal, other)

THE LAUREL FOUNDATION 95-4429260 501(C)(3) 30,000 GENERAL SUPPORT 1640 MARENGO AVE LOS ANGELES, CA 90033 l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 Schedule J Compensation Information OMB No 1545-0047 (Form 990) For certain Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees 20 12 1- Complete if the organization answered "Yes" to Form 990, Department of the Treasury Part IV, question 23. Open to Public Internal Revenue Service 1- Attach to Form 990. 1- See separate instructions. Inspection Name of the organization Employer identification number University of Southern California 95-1642394 Questions Regarding Compensation Yes No la Check the appropiate box(es ) if the organization provided any of the following to or for a person listed in Form 990, Part VII , Section A, line la Complete Part III to provide any relevant information regarding these items F First-class or charter travel F Housing allowance or residence for personal use F Travel for companions 1 Payments for business use of personal residence F Tax idemnification and gross - up payments F Health or social club dues or initiation fees 1 Discretionary spending account F Personal services ( e g , maid, chauffeur, chef)

b If any of the boxes in line la are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain lb No 2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line la? 2 1 Yes

3 Indicate which , if any, of the following the filing organization used to establish the compensation of the organization 's CEO /Executive Director Check all that apply Do not check any boxes for methods used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III F Compensation committee 1 Written employment contract F Independent compensation consultant F Compensation survey or study F Form 990 of other organizations F Approval by the board or compensation committee

4 During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organization or a related organization

a Receive a severance payment or change-of-control payment? 4a Yes b Participate in, or receive payment from, a supplemental nonqualified retirement plan? 4b Yes c Participate in, or receive payment from, an equity-based compensation arrangement? 4c No If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III

Only 501(c)(3) and 501 ( c)(4) organizations only must complete lines 5-9. 5 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the revenues of

a The organization? 5a N o b Any related organization? 5b N o If "Yes," to line 5a or 5b, describe in Part III 6 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue any compensation contingent on the net earnings of

a The organization? 6a N o b Any related organization? 6b No If "Yes," to line 6a or 6b, describe in Part III 7 For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixed payments not described in lines 5 and 6? If "Yes," describe in Part III 7 Yes 8 Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was subject to the initial contract exception described in Regulations section 53 4958-4(a)(3)? If "Yes," describe in Part III 8 1 No 9 If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53 4958-6(c)? 9 For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50053T Schedule 3 (Form 990) 2012 Schedule J (Form 990) 2012 Page 2 Officers , Directors , Trustees , Key Employees, and Highest Compensated Employees . Use duplicate copies if additional space is needed. For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the instructions, on row (ii) Do not list any individuals that are not listed on Form 990, Part VII Note . The sum of columns (B)(1)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line la, applicable column (D) and (E) amounts for that individual

(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and (D) Nontaxable (E) Total of (F) Compensation (ii) Bonus & (iii) other deferred benefits columns reported as deferred (i) Base Other incentive reportable compensation compensation (B)(i)-(D) in prior Form 990 compensation compensation See Additional Data Table Schedule 3 (Form 990) 2012 Schedule J (Form 990) 2012 Page 3 Supplemental Information Complete this part to provide the information, explanation, or descriptions required for Part I, lines la, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II Also complete this part for any additional information Identifier I Return Reference I Explanation I SCHEDULE J, PART I LINE 1A AND LINE 1B FIRST-CLASS TRAVEL THE UNIVERSITY OF SOUTHERN CALIFORNIA REQUIRES THAT ECONOMY-CLASS (COACH)TRAVEL BE UTILIZED FOR UNIVERSITY BUSINESS FIRST AND BUSINESS CLASS AIR TRAVEL IS ONLY ALLOWED WHEN THERE IS ADVANCE WRITTEN APPROVAL FROM THE CORPORATION, WHEN IT IS NECESSARY FOR MEDICAL REASONS, OR WHERE COACH CLASS IS UNAVAILABLE THERE IS NO VALUE INCLUDED IN THE INDIVIDUAL'S FORM W-2 AS TAXABLE INCOME AS ONLY BUSINESS TRAVEL EXPENSES ARE PAID THE INDIVIDUALS LISTED IN FORM 990, PART VII WHO FLEW FIRST CLASS DURING CALENDAR YEAR 2012 INCLUDED 4 OFFICERS, 4 KEY EMPLOYEES, 3 HIGHEST COMPENSATED EMPLOYEES, AND 1 FORMER OFFICER CHARTER TRAVEL THE UNIVERSITY OF SOUTHERN CALIFORNIA UTILIZES CHARTER TRAVEL ON OCCASION FOR ATHLETIC TEAM EVENTS FOR CERTAIN INDIVIDUALS AS PART OF THEIR RESPONSIBILITies AS EMPLOYEES OF THE UNIVERSITY OF SOUTHERN CALIFORNIA THERE IS NO VALUE INCLUDED IN THE INDIVIDUAL'S FORM W-2 AS TAXABLE INCOME AS ONLY BUSINESS TRAVEL EXPENSES ARE PAID THE INDIVIDUALS LISTED IN FORM 990, PART VII WHO UTILIZED CHARTER TRAVEL DURING CALENDAR YEAR 2012 INCLUDED 3 OFFICERS AND 3 HIGHEST COMPENSATED EMPLOYEES TRAVEL FOR COMPANIONS THE UNIVERSITY OF SOUTHERN CALIFORNIA ALLOWS COMPANION TRAVEL ONLY WHEN THERE IS A BUSINESS PURPOSE THE AMOUNT IS NOT REPORTED ON THE EMPLOYEE's FORM W-2 AS TAXABLE INCOME AS ONLY BUSINESS TRAVEL EXPENSES ARE PAID THE INDIVIDUALS LISTED IN FORM 990, PART VII WHO WERE PROVIDED WITH COMPANION TRAVEL FOR BUSINESS PURPOSES DURING CALENDAR YEAR 2012 INCLUDED 2 OFFICERS, 3 HIGHEST COMPENSATED EMPLOYEES, AND 1 FORMER OFFICER TAX INDEMNIFICATION AND GROSS UP PAYMENTS ONE KEY EMPLOYEE RECEIVED A TAX GROSS UP DURING CALENDAR YEAR 2012 OF $45,483 WHICH WAS REPORTED ON HIS FORM W-2 AS TAXABLE INCOME HOUSING ALLOWANCE ONE FORMER OFFICER RECEIVED A HOUSING ALLOWANCE DURING CALENDAR YEAR 2012 WHICH WAS PROVIDED FOR IN HIS EMPLOYMENT CONTRACT AND WAS REPORTED AS TAXABLE COMPENSATION ON FORM W-2 RESIDENCE FOR PERSONAL USE LODGING PROVIDED IN THE PRESIDENT'S HOME (A UNIVERSITY BUILDING)TO THE CURRENT PRESIDENT IS NOT REPORTED ON FORM W-2 AS TAXABLE INCOME AS THE PRESIDENT IS REQUIRED TO ACCEPT SUCH LODGING AS A CONDITION OF EMPLOYMENT FORTHE CONVENIENCE OF THE UNIVERSITY THE RENTAL VALUE OFTHE PORTION OFTHE PRESIDENT'S HOME THAT IS USED FOR PERSONAL PURPOSES IS INCLUDED AS A NONTAXABLE BENEFIT TO THE PRESIDENT HEALTH OR SOCIAL CLUB DUES OR INITIATION FEES PAYMENT TO OR REIMBURSEMENT FOR AN INDIVIDUAL'S MEMBERSHIP IN, OR DUES TO, A PRIVATE CLUB FOR BUSINESS PURPOSES IS MADE AVAILABLE IN CERTAIN EMPLOYMENT CONTRACTS OR IS OTHERWISE APPROVED BY THE APPLICABLE SENIOR VICE PRESIDENT OrTHE PRESIDENT THE VALUE OF MEMBERSHIPS PROVIDED FOR BUSINESS PURPOSES IS NOT INCLUDED IN AN INDIVIDUAL'S W-2 AS TAXABLE INCOME ANY PERSONAL USE OF THESE MEMBERSHIPS IS PAID FOR BY THE INDIVIDUAL THE INDIVIDUALS LISTED IN FORM 990, PART VII WHO WERE PROVIDED WITH MEMBERSHIP IN, OR DUES TO, A PRIVATE CLUB DURING CALENDAR YEAR 2012 INCLUDED 7 OFFICERS, 5 KEY EMPLOYEES, 1 HIGHEST COMPENSATED EMPLOYEE, AND 2 FORMER OFFICERS PERSONAL SERVICES CERTAIN INDIVIDUALS RECEIVED PERSONAL SERVICES, INCLUDING FINANCIAL PLANNING AND OUTPLACEMENT SERVICES SUCH SERVICES ARE MADE AVAILABLE IN EMPLOYMENT CONTRACTS and the value of the services, IF USED, was included in the INDIVIDUALS' Form W-2 as taxable income THE LISTED INDIVIDUALS WHO RECEIVED SUCH BENEFIT DURING CALENDAR YEAR 2012 INCLUDED 5 OFFICERS, 2 KEY EMPLOYEES, 1 HIGHEST COMPENSATED EMPLOYEE, AND 1 FORMER OFFICER ONE CURRENT OFFICER AND ONE FORMER OFFICER RECEIVED THE SERVICES OF A CAR AND DRIVER SUCH SERVICES WERE APPROVED AS PART OF THEIR RESPECTIVE EMPLOYMENT CONTRACTS, AND THE VALUE OF TAXABLE SERVICES WERE INCLUDED IN THEIR RESPECTIVE FORM W-2S AS TAXABLE INCOME LINE 4A IN CONNECTION WITH THE TERMS OF HIS SEPARATION FROM THE UNIVERSITY, MITCHELL R CREEM, THE CEO OF UNIVERSITY HOSPITAL AND NORRIS CANCER HOSPITAL UNTIL 1/19/12, WAS PAID $875,854 DURING CALENDAR YEAR 2012 IN CONNECTION WITH THE TERMS OF HER RETIREMENT FROM THE UNIVERSITY, MARTHA HARRIS, FORMER SR VP, UNIVERSITY RELATIONS, WAS PAID $399,044 DURING CALENDAR YEAR 2012 LINE 4B STEVEN B SAMPLE DR SAMPLE IS ENTITLED TO RECEIVE RETIREMENT BENEFITS UNDER A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP"), PAYABLE IN THREE ANNUAL INSTALLMENTS THE SERP BENEFIT WAS CALCULATED AS THE AMOUNT WHICH, WHEN ADDED TO BENEFITS AVAILABLE FROM OTHER UNIVERSITY RETIREMENT PLANS, IS PROJECTED TO GENERATE THE ACTUARIAL EQUIVALENT OF A PRE-TAX, LIFETIME PENSION EQUAL TO APPROXIMATELY 60% OF DR SAMPLE'S FINAL THREE YEAR AVERAGE ANNUAL SALARY AS PRESIDENT, BASED ON VARIOUS ASSUMPTIONS AND PROJECTIONS, AND SUBJECT TO A RISK OF FORFEITURE RELATED TO THE PERFORMANCE OF FUTURE SERVICES DR SAMPLE, WHO STEPPED DOWN AS PRESIDENT ON AUGUST 2, 2010, RECEIVED HIS SECOND ANNUAL SERP INSTALLMENT IN THE AMOUNT OF $940,695 IN 2012 CHRYSOSTOMOS L NIKIAS DURING 2012 DR CHRYSOSTOMOS L NIKIAS PARTICIPATED IN A "DEFINED CONTRIBUTION" NON-QUALIFIED RETIREMENT PLAN, SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE, TO WHICH AN AMOUNT EQUAL TO 25% OF DR NIKIAS' BASE SALARY WAS CREDITED BY THE UNIVERSITY THIS AMOUNT IS INCLUDED IN SCHEDULE J, PART II, COLUMN (C) IN 1994 USC CREATED A 457(F) SUPPLEMENTAL RETIREMENT PLAN TO PROVIDE MAKE-UP BENEFITS TO EMPLOYEES WHOSE COMPENSATION EXCEEDS THE EARNINGS LIMITATION FOR CONTRIBUTIONS TO THE USC DEFINED CONTRIBUTION RETIREMENT PLAN AS OF JANUARY 1, 2005, THE PLAN WAS FROZEN AND PARTICIPANTS, WITH RESPECT TO FUTURE MAKE-UP BENEFITS, WERE NO LONGER PERMITED TO DEFER THESE BENEFITS, WHICH ARE INSTEAD CURRENTLY REPORTED IN SCHEDULE J, PART II, COLUMN (B)(III) AS OTHER REPORTABLE COMPENSATION SCHEDULE J, PART I, LINE 7 CERTAIN INDIVIDUALS LISTED IN SCHEDULE J, PART II RECEIVED A MERIT BASED BONUS AND THE AMOUNT OF SUCH BONUSES ARE SHOWN ON SCHEDULE J, PART II, COLUMN ( B)(II) Schedule 3 (Form 990) 2012 Additional Data Return to Form

Software ID: Software Version: EIN: 95 -1642394 Name : University of Southern California

Form 990, Schedule J, Part II - Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Deferred (D) Nontaxable (E) Total of columns (F) Compensation reported in prior Form Bonus & compensation benefits (B)(i)-(D) (i) Base (ii) (iii) Other 990 or Form 990-EZ incentive Compensation compensation compensation CHRYSOSTOMOS L (1) 972,792 0 216,194 275,000 127,538 1,591,524 0 NIKIAS (ii) 0 0 0 0 0 ELIZABETH GARRETT (i) 631,393 100,000 120,389 25,000 10,886 887,668 0 Cu) 0 0 0 0 0 ROBERT ABELES (i) 534,819 100,000 52,761 25,000 16,477 729,057 0 Cu) 0 0 0 0 0 ALBERT R CHECCIO (1) 458,700 100,000 169,285 25,000 7,418 760,403 0 Cu) 0 0 0 0 0 TODD R DICKEY (i) 459,305 100,000 69,883 25,000 8,863 663,051 0 Cu) 0 0 0 0 0 THOMAS S SAYLES (i) 314,637 80,000 79,865 25,000 1,976 501,478 0 Cu) 0 0 0 0 0 CAROL MAUCH AMIR (1) 414,169 50,000 51,585 25,000 21,427 562,181 0 Cu) 0 0 0 0 0 MITCHELL R CREEM (i) 71,428 0 980,520 11,389 1,456 1,064,793 0 Cu) 0 0 0 0 0 JAMES G ELLIS (i) 461,422 54,000 27,320 25,000 18,127 585,869 0 Cu) 0 0 0 0 0 HOWARD A GILLMAN (1) 331,273 51,000 40,345 25,000 58,075 505,693 0 Cu) 0 0 0 0 0 THOMAS E (i) 792,605 241,343 231,481 25,000 20,803 1,311,232 0 JACKIEWICZ (ii) 0 0 0 0 0 LISA ANN MAZZOCCO (i) 575,443 400,000 107,138 25,000 13,380 1,120,961 0 Cu) 0 0 0 0 0 CARMEN A (i) 760,403 123,000 290,058 25,000 21,466 1,219,927 0 PULIAFITO MD (ii) 0 0 0 0 0 YANNIS C YORTSOS (i) 332,671 50,000 14,597 25,000 76,605 498,873 0 Cu) 0 0 0 0 0 MONTE LANE KIFFIN (i) 2,542,741 210,700 300,713 25,000 19,039 3,098,193 0 Cu) 0 0 0 0 0 VAUGHN A STARNES (i) 2,470,158 0 242,673 25,000 22,317 2,760,148 0 MD (ii) 0 0 0 0 0 PATRICK C HADEN (i) 1,248,592 900,000 242,824 25,000 23,660 2,440,076 0 (^^) 0 0 0 0 0 MONTE GEORGE (i) 1,718,654 5,676 159,013 25,000 15,820 1,924,163 0 KIFFIN (ii) 0 0 0 0 0 KEVIN O'NEILL (i) 1,469,925 100,000 180,245 25,000 23,539 1,798,709 0 (^^) 0 0 0 0 0 STEVEN B SAMPLE (i) 314,475 0 1,149,304 25,000 41,783 1,530,562 121,660 (u) 0 0 0 0 0 Form 990. Schedule J. Part II - Officers. Directors. Trustees. Kev Emulovees. and Highest Comuensated Emulovees (A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Deferred (D) Nontaxable (E) Total of columns (F) Compensation reported in prior Form Bonus & compensation benefits (B)(i)-(D) (i) Base (ii) (iii) Other 990 or Form 990-EZ incentive Compensation compensation compensation MARTHA HARRIS (1) 0 0 399,044 0 956 400,000 0 (11) 0 0 0 0 0 ALAN KREDITOR (1) 340,855 0 28,733 25,000 15,946 410,534 0 (u) 0 0 0 0 0 efile GRAPHIC print - DO NOT PROCESS I As Filed Data - I DLN: 93493135033774 Schedule K OMB No 1545-0047 (Form 990 ) Supplemental Information on Tax Exempt Bonds 1- Complete if the organization answered "Yes" to Form 990, Part IV, line 24a . Provide descriptions, 20 12 explanations, and any additional information in Part VI. Department of the Treasury 1- Attach to Form 990. 1- See separate instructions. • Internal Revenue Service Name of the organization Employer identification number University of Southern California 95-1642394 Bond Issues (h) On (i) Pool (g) Defeased behalf of financing (a) Issuer name ( b) Issuer EIN (c) CUSIP # (d) Date issued ( e) Issue price (f) Description of purpose issuer Yes No Yes No Yes No A CEFA - SERIES 2003B REFINANCING SERIES 1993 52-1705592 130175YS5 07-08-2003 13,957,853 X X X AND 1993B B CEFA - SERIES 2005 REFINANCING SERIES 1997A 52-1705592 1301757UO 08-03-2005 69,564,157 X X X AND 1997C C CEFA - SERIES 2007A CONST & REFIN SERIES 52-1705592 130178HC3 05-24-2007 266,125,246 X X X 2003A AND C D CEFA - SERIES 2009A CONSTRUCTION & HOSPITAL 52-1705592 130178RW8 01-15-2009 216,627,251 X X X ACQUISITIO n n.ii Proceeds A B C D 1 Amount of bonds retired 10,140,338 5,434,034 6,926,507 0 2 Amount of bonds legally defeased 0 0 0 0 3 Total proceeds of issue 13 ,957,853 69,564,157 271,228,390 217,020,457 4 Gross proceeds in reserve funds 0 0 0 0 5 Capitalized interest from proceeds 0 0 0 0 6 Proceeds in refunding escrows 0 0 0 0 7 Issuance costs from proceeds 0 641,455 1,702,833 1,627,251 8 Credit enhancement from proceeds 0 0 0 0 9 Working capital expenditures from proceeds 0 0 0 0 10 Capital expenditures from proceeds 0 0 108,008,373 215,393,206 11 Other spent proceeds 13,957,853 68,738,628 161,923,692 0 12 Other unspent proceeds 0 0 0 0 13 Year of substantial completion 2010 2010 2012 Yes No Yes No Yes No Yes No 14 Were the bonds issued as part of a current refunding issue? X X X X

15 Were the bonds issued as part of an advance refunding issue? X X X X

16 Has the final allocation of proceeds been made? X X X X 17 Does the organization maintain adequate books and records to support the final X X X X allocation of proceeds? iIII Private Business Use A B C D Yes No Yes No Yes No Yes No 1 Was the organization a partner in a partnership, or a member of an LLC, which owned X X X property financed by tax-exempt bonds? 2 Are there any lease arrangements that may result in private business use of bond- X X X financed property? For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50193E Schedule K (Form 990) 2012 Schedule K (Form 990) 2012 Pa g e 2 Private Business Use (Continued) A B C D Yes No Yes No Yes No Yes No Are there any management or service contracts that may result in private business use 3a X X X of bond-financed property? b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed X X property?

c Are there any research agreements that may result in private business use of bond- financed property? X X X d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? X X X 4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government 0- 0% 0% 0% 0% 5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501 0% % % 0% (c)(3) organization, or a state or local government 0- 6 Total of lines 4 and 5 0% % 0% 0% 7 Does the bond issue meet the private security or payment test? X X X ga Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were X X X issued? b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections c X X X 1 141-12 and 1 145-27 g Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under X X X Regulations sections 1 141-12 and 1 145-2? Arbitrage A B C D Yes No Yes No Yes No Yes No 1 Has the issuerfiled Form 8038-T? X X X X 2 If "No" to line 1, did the following apply?

a Rebate not due yet? X X X X b Exception to rebate? X X X X c No rebate due? X X X X If you checked No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed 3 Is the bond issue a variable rate issue? X X X X 4a Has the organization or the governmental issuer entered X X X X into a qualified hedge with respect to the bond issue? b Name of provider 0 0 0

c Term of hedge d Was the hedge superintegrated?

e Was a hedge terminated?

Schedule K (Form 990) 2012 Schedule K (Form 990) 2012 Page 3 Arbitrage (Continued ) A B C D Yes No Yes No Yes No Yes No Were gross proceeds invested in a guaranteed investment 5a X X X X contract (GIC)7 b Name of provider 0 0 0 0

c Term of GIC d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? 6 Were any gross proceeds invested beyond an available temporary X X X X period? 7 Has the organization established written procedures to monitor X X X X the requirements of section 148? ff^illl Procedures To Undertake Corrective Action A B C D Yes No Yes No Yes No Yes No 1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified X X X X and corrected through the voluntary closing agreement program if self-remediation is not available under arDlicable regulations?

Su pp lemental Information . Com p lete this p art to p rovide additional information for res p onses to q uestions on Schedule K ( see instructions ) . Identifier Return Reference Explanation SCHEDULE K, PART II, LINE 3 0 THE AMOUNTS OF TOTAL PROCEEDS OF ISSUE ON LINE 3 INCLUDE INVESTMENT EARNINGS SCHEDULE K, PART II, LINE 7 THE ISSUANCE COSTS FOR CEFA SERIES 2003B WERE PAID OUT OF UNIVERSITY FUNDS SCHEDULE K, PART IV, LINE 2(C) CEFA-SERIES 2005 HAD A REBATE CALCULATION PERFORMED ON AUGUST 3, 2008 CEFA-SERIES 2007A HAD A REBATE CALCULATION PERFORMED ON MAY 24, 2013

Schedule K (Form 990) 2012 efile GRAPHIC print - DO NOT PROCESS I As Filed Data - I DLN: 93493135033774 Schedule K OMB No 1545-0047 (Form 990 ) Supplemental Information on Tax Exempt Bonds 1- Complete if the organization answered "Yes" to Form 990, Part IV, line 24a . Provide descriptions, 20 12 explanations, and any additional information in Part VI. Department of the Treasury 1- Attach to Form 990. 1- See separate instructions. • Internal Revenue Service Name of the organization Employer identification number University of Southern California 95-1642394 Bond Issues (h) On (i) Pool (g) Defeased behalf of financing (a) Issuer name ( b) Issuer EIN (c) CUSIP # ( d) Date issued (e) Issue price (f) Description of purpose issuer Yes No Yes No Yes No A CEFA - SERIES 2009B CONSTRUCTION & HOSPITAL 52-1705592 130178SC1 02-25-2009 201,288,071 X X X ACQUISITIO B CEFA - SERIES 2009C REFINANCING SERIES 1998A 52-1705592 130178TF3 07-09-2009 91,457,316 X X X AND 1999 C CEFA - SERIES 2012A REFINANCING SERIES 52-1705592 130178R81 08-29-2012 52,904,681 X X X 2003A&C n all Proceeds A B C D 1 Amount of bonds retired 484,010 2,440,618 948,757 2 Amount of bonds legally defeased 0 0 0 3 Total proceeds of issue 201 ,596,059 91,457,316 52,904,681 4 Gross proceeds in reserve funds 0 0 0 5 Capitalized interest from proceeds 0 0 0 6 Proceeds in refunding escrows 0 0 0 7 Issuance costs from proceeds 1,288,071 734,160 574,965 8 Credit enhancement from proceeds 0 0 0 9 Working capital expenditures from proceeds 0 0 0 10 Capital expenditures from proceeds 200,307,988 0 0 11 Other spent proceeds 0 90,723,156 52,329,716 12 Other unspent proceeds 0 0 0 13 Year of substantial completion 2012 Yes No Yes No Yes No Yes No 14 Were the bonds issued as part of a current refunding issue? X X X

15 Were the bonds issued as part of an advance refunding issue? X X X

16 Has the final allocation of proceeds been made? X X X 17 Does the organization maintain adequate books and records to support the final X X X allocation of proceeds? I iiIII Private Business Use A B C D Yes No Yes No Yes No Yes No 1 Was the organization a partner in a partnership, or a member of an LLC, which owned X X property financed by tax-exempt bonds? 2 Are there any lease arrangements that may result in private business use of bond- X X financed property? For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50193E Schedule K (Form 990) 2012 Schedule K (Form 990) 2012 Pa g e 2 Private Business Use (Continued) A B C D Yes No Yes No Yes No Yes No Are there any management or service contracts that may result in private business use 3a X X of bond-financed property? b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed X X property?

c Are there any research agreements that may result in private business use of bond- financed property? X X d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? X X 4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government 0- 0% 0% 0% % 5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501 0% (c)(3) organization, or a state or local government 0- 6 Total of lines 4 and 5 0% % 0% % 7 Does the bond issue meet the private security or payment test? X X ga Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were X X issued? b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections c X X 1 141-12 and 1 145-27 g Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under X X Regulations sections 1 141-12 and 1 145-2? Arbitrage A B C D Yes No Yes No Yes No Yes No 1 Has the issuerfiled Form 8038-T? X X X 2 If "No" to line 1, did the following apply?

a Rebate not due yet? X X X b Exception to rebate? X X X c No rebate due? X X X If you checked No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed 3 Is the bond issue a variable rate issue? X X X 4a Has the organization or the governmental issuer entered X X X into a qualified hedge with respect to the bond issue? b Name of provider 0 0 0

c Term of hedge d Was the hedge superintegrated?

e Was a hedge terminated?

Schedule K (Form 990) 2012 Schedule K (Form 990) 2012 Page 3 Arbitrage (Continued ) A B C D Yes No Yes No Yes No Yes No Were gross proceeds invested in a guaranteed investment 5a X X X contract (GIC)7 b Name of provider 0 0 0

c Term of GIC d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? 6 Were any gross proceeds invested beyond an available temporary X X X period? 7 Has the organization established written procedures to monitor X X X the requirements of section 148? ff^illl Procedures To Undertake Corrective Action A I B I C I D I Yes I No I Yes I No I Yes I No I Yes I No 1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified X X X and corrected through the voluntary closing agreement program if self-remediation is not available under arDlicable regulations?

Su pp lemental Information . Com p lete this p art to provide additional information for res p onses to q uestions on Schedule K ( see instructions ) . Identifier Return Reference Explanation

Schedule K (Form 990) 2012 l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 Schedule L Transactions with Interested Persons OMB No 1545-0047 (Form 990 or 990-EZ) 0- Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a , 28b, or 28c, 20 12 or Form 990-EZ, Part V, line 38a or 40b. Department of the Treasury 0- Attach to Form 990 or Form 990-EZ . 0- See separate instructions. • . Internal Revenue Service

Name of the organization Employer identification number University of Southern California 1 95-1642394 L^l Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only). Cmmnlata iftha nrnanvatinn ancwarad "Yac" nn Fnrm 99O Part TV lino 75a nr 75h nr Fnrm 990-F7 Part V lino 40h 1 (a) Name of disqualified person (b) Relationship between disqualified (c) Description of transaction (d) Corrected? person and organization Yes No

2 Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958 ...... ► $ 3 Enter the amount of tax, if any, on line 2, above, reimbursed by the organization . ► $

Loans to and / or From Interested Persons. Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or if the

(a) Name of (b) Relationship (c) Purpose (d) Loan to (e)Original (f)Balance due (g) In (h) (i)Written interested with of loan or from the principal default? Approved agreement? person organization organization? amount by board or committee? To From Yes No Yes No Yes No See Additional Data Table

Total ► $ 46,046,991 Grants or Assistance Benefitting Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 27. (a) Name of interested (b) Relationship between (c) Amount of assistance (d) Type of assistance (e) Purpose of assistance person interested person and the 0raanization

uction Act Noticee see the Instructions for Form 990 or 990 -EZ. Cat No 50056A Schedule L (Form 990 or 990-EZ) 2012 Schedule L (Form 990 or 990-EZ) 2012 Page 2 Business Transactions Involving Interested Persons. Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c. (a) Name of interested person (b) Relationship (c) Amount of (d) Description of transaction (e) Sharing between interested transaction of person and the organization's organization revenues? Yes No See Additional Data Table

Supplemental Information

Identifier I Return Reference I Explanation

Schedule L (Form 990 or 990-EZ) 2012 Additional Data

Software ID: Software Version: EIN: 95 -1642394 Name : University of Southern California

Form 990, Schedule L, Part II - Loans to and from Interested Persons (a) Name of interested person and (b) Loan to (c)Original ( d)Balance due (e) In (f) Approved (g)Written purpose or from the principal amount default? by board or agreement? organization? committee?

To From Yes No Yes No Yes No

(1)CARMEN PULIAFITO MD X 800,000 685,012 No No Yes HOUSING LOAN

(2)CARMEN PULIAFITO MD X 1,200,000 200,000 No No Yes HOUSING LOAN

(3)ALBERT CHECCIO X 1,000,000 800,000 No Yes Yes HOUSING LOAN

(4)ALBERT CHECCIO X 500,000 464,532 No Yes Yes HOUSING LOAN

(5) ELIZABETH GARRETT X 350,000 322,101 No No Yes HOUSING LOAN

(6) ELIZABETH GARRETT X 150,000 60,000 No No Yes HOUSING LOAN

(7) ANDRES MARMOR X 350,000 322,101 No No Yes HOUSING LOAN

(8) ANDRES MARMOR X 150,000 60,000 No No Yes HOUSING LOAN

(9) MONTE LANE KIFFIN X 1,500,000 1,300,000 No No Yes HOUSING LOAN

(10) MONTE LANE KIFFIN X 500,000 500,000 No No Yes HOUSING LOAN

(11) BW HUGHES LIVING TRUST X 15,000,000 15,000,000 No No Yes TRUSTEE LOAN

(12) BW HUGHES LIVING TRUST X 25,000,000 24,992,780 No No Yes TRUSTEE LOAN

(13)THOMASJACKIEWICZ X 700,000 560,000 No Yes Yes HOUSING LOAN

(14)THOMASJACKIEWICZ X 800,000 780,465 No Yes Yes HOUSING LOAN

Form 990, Schedule L, Part IV - Business Transactions Involving Interested Persons (a) Name of interested person ( b) Relationship ( c) Amount of (d) Description of transaction ( e) Sharing of between interested transaction organization's person and the revenues? organization Yes No

(1) CHRISTOPHER B ALLEN SON-IN-LAW OF 115,829 USC EMPLOYEE No TRUSTEE

(2)ADAM DUNCAN SON-IN-LAWOF 248,497 USC EMPLOYEE No TRUSTEE

(3) ANDRES MARMOR SPOUSE OF OFFICER 386,081 USC EMPLOYEE No

(4) ROBERT MARTIN BROTHER OF 21,780 USC EMPLOYEE No TRUSTEE

(5) NIKI C NIKIAS SPOUSE OF OFFICER 127,438 USC EMPLOYEE No

(6) SHAYNE PADGETT DAUGHTER OF 64,814 USC EMPLOYEE No TRUSTEE

(7)JANET PINE SPOUSE OF KEY 111,135 USC EMPLOYEE No EMPLOYEE

(8)AIG TRUSTEE ON BOARD 1,690,498 INSURANCE No

(9)AMERICAN FUNDS SERVICE CO KEY EMPLOYEE ON 500,000 INVESTMENTS No BOARD

(10) AMGEN CORPORATION TRUSTEE ON BOARD 122,194 BIOTECH SERVICES No

(11)APPLE COMPUTER TRUSTEE ON BOARD 10,536,902 EQUIPMENT &SOFTWARE No

(12) BANK OF AMERICA TRUSTEE ON BOARD 444,284 BANKING FEES No

(13)CHEVRON TRUSTEE ON BOARD 3,204,388 GRANTS & SPONSORSHIP No

(14) CHEVRON TRUSTEE ON BOARD 283,687 FUEL No

(15) CISCO SYSTEMS INC TRUSTEE ON BOARD 1,607,088 NETWORKING SERVICES No

(16) INTERIOR DEMOLITION SON-IN-LAW OF OFF 120,230 DEMOLITION WORK No IS VP

(17) NEWPORT CORPORATION TRUSTEE ON BOARD 202,098 EQUIPMENT No

(18) SEQUOIA CAPITAL TRUSTEE IS 150,000 LP CAPITAL DISTRIBUTION No MANAGING PTR

(19)TUTOR-SALIBA CORPORATION TRUSTEE IS 6,824,405 CONSTRUCTION SERVICES No PRESIDENT/CEO

(20) URS GROUP TRUSTEE ON BOARD 226 ,400 ENGINEERING SERVICES No

(21) WALT DISNEY COMPANY TRUSTEE ON BOARD 615,722 ENTERTAINMENT No l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 SCHEDULEM OMB No 1545-0047 (Form 990) Noncash Contributions

Complete if the organizations answered " Yes" on Form 20 12 990, Part IV, lines 29 or 30. Department of the Treasury P- Attach to Form 990. Internal Revenue Service Name of the organization Employer identification number University of Southern California 1 95-1642394 Types of Property (a) (b) (c) (d) Check Number of contributions Noncash contribution Method of determining if or items contributed amounts reported on noncash contribution amounts applicable Form 990, Part VIII, line 1g 1 Art-Works of art . . . . 2 Art-Historical treasures X 9 0 3 Art-Fractional interests 4 Books and publications X 502,000 APPRAISED VALUE 5 Clothing and household goods ...... 6 Cars and other vehicles . 7 Boats and planes . . . . 8 Intellectual property . . . 9 Securities-Publicly traded . X 213 39,651,940 HIGH-LOW AVERAGE 10 Securities-Closely held stock 11 Securities-Partnership, LLC, or trust interests 12 Securities-Miscellaneous 13 Qualified conservation contribution-Historic structures 14 Qualified conservation contribution-O ther . . . 15 Real estate-Residential X 1 169,500 APPRAISED VALUE 16 Real estate-Commercial 17 Real estate-Other . . . 18 Collectibles . . . . . 19 Food inventory . . . 20 Drugs and medical supplies 21 Taxidermy ...... 22 Historical artifacts . . . . 23 Scientific specimens . . 24 Archeological artifacts 25 ( EQUIPMENT ) X 8 623,780 FMV 26 Other( 27 Other( 28 Other n ( ) 29 Number of Forms 8283 received by the organization during the tax year for contributions for which the organization completed Form 8283, Part IV, Donee Acknowledgement . 29 7 Yes No 30a During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it must hold for at least three years from the date of the initial contribution, and which is not required to be used for exempt purposes for the entire holding period? 30a No b If "Yes," describe the arrangement in Part II

31 Does the organization have a gift acceptance policy that requires the review of any non-standard contributions? 31 Yes

32a Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash contributions? ...... 32a Yes b If "Yes," describe in Part II 33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked, describe in Part II For Paperwork Reduction Act Noticee see the Instructions for Form 990 . Cat No 51227] Schedule M (Form 990 ) ( 2012) Schedule M (Form 990 ) (2012) Page 2 Supplemental Information . Complete this part to provide the information required by Part I, lines 30b, 32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier I Return Reference I Explanation SCHEDULE M, PART I, COLUMN(B) ITHE ORGANIZATION IS REPORTING THE NUMBER OF ITEMS RECEIVED SCHEDULE M, PART I, LINE 32(A) THE UNIVERSITY OF SOUTHERN CALIFORNIA UTILIZES BROKERAGE FIRMS TO SELL NON-CASH CONTRIBUTIONS THAT THE UNIVERSITY RECEIVES AS GIFTS AND THE PROCEEDS ARE REMITTED BACK TO THE UNIVERSITY Schedule M (Form 990) (2012) l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 OMB No 1545 0047 SCHEDULE 0 (Form 990 or 990-EZ) Supplemental Information to Form 990 or 990-EZ 2012 Complete to provide information for responses to specific questions on Department of the Treasury Form 990 or to provide any additional information . Open Internal Revenue Service 1- Attach to Form 990 or 990-EZ. Inspection

Name of the organization Employer identification number University of Southern California

Identifier Return Explanation Reference

Form 990, The central mission of the University of Southern California is the development of human beings and society as a PART 1, whole through the cultivation and enrichment of the human mind and spirit The principal means by which our LINE 1 and mission is accomplished are teaching, research, artistic creation, professional practice and selected forms of public Part III, Line service Our first priority as faculty and staff is the education of our students, from freshmen to postdoctorals, 1 through a broad array of academic, professional, extracurricular and athletic programs of the first rank The integration of liberal and professional learning is one of USG's special strengths We strive constantly for excellence in teaching know ledge and skills to our students, while at the same time helping them to acquire wisdom and insight, love of truth and beauty, moral discernment, understanding of self, and respect and appreciation for others Research of the highest quality by our faculty and students is fundamental to our mission USC is one of a very small number of premier academic institutions in which research and teaching are inextricably intertwined, and on which the nation depends for a steady stream of new knowledge, art and technology Our faculty are not simply teachers of the works of others, but active contributors to what is taught, thought and practiced throughout the world USC is pluralistic, welcoming outstanding men and women of every race, creed and background We are a global institution in a global center, attracting more international students over the years than any other American university And we are private, unfettered by political control, strongly committed to academic freedom, and proud of our entrepreneurial heritage An extraordinary closeness and willingness to help one another are evident among USC students, alumni, faculty, and staff, indeed, for those within its compass the Trojan Family is a genuinely supportive community Alumni, trustees, volunteers and friends of USC are essential to this family tradition, providing generous financial support, participating in university governance, and assisting students at every turn In our surrounding neighborhoods and around the globe, USC provides public leadership and public service in such diverse fields as health care, economic development, social welfare, scientific research, public policy and the arts We also serve the public interest by being the largest private employer in the city of Los Angeles, as well as the city's largest export industry in the private sector USC has played a mayor role in the development of Southern California for more than a century, and plays an increasingly important role in the development of the nation and the world We expect to continue to play these roles for many centuries to come Thus our planning, commitments and fiscal policies are directed toward building quality and excellence in the long term Identifier Return Explanation Reference

FORM 990, PART I, THE UNIVERSITY OF SOUTHERN CALIFORNIA HAS MANY VOLUNTEERS INCLUDING TRUSTEES, BUT LINE 6 DOES NOT FORMALLY TRACK THIS POPULATION Identifier Return Explanation Reference

FORM 990, OTHER SPONSORED RESEARCH THE MAJOR RESEARCH IS IN MEDICINE, ENGINEERING AND THE SCIENCES THE PART III, PROGRAM INSTITUTION HAS 674 CONTRACTS/GRANTS AWARDED BY THE FEDERAL GOVERNMENT AND 632 AWARDED IN LINE 4D SERVICES 2012-2013 BY PRIVATE CORPORATIONS, FOUNDATIONS, OTHER UNIVERSITIES, OR STATE AND LOCAL GOVERNMENTS FOR BASIC RESEARCH FORM 990, PART VI, LINE 1 THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES IS CHAIRED BY THE CHAIRMAN OF THE BOARD AND CONSISTS OF NO LESS THAN SEVEN AND NO MORE THAN SIXTEEN VOTING MEMBERS OF THE BOARD THE COMMITTEE IS ELECTED EACH YEAR BY THE BOARD OF TRUSTEES WHEN THE BOARD IS NOT IN SESSION, THE EXECUTIVE COMMITTEE HAS ALL OF THE POWER AND AUTHORITY OF THE BOARD, EXCEPT THAT THE EXECUTIVE COMMITTEE IS NOT EMPOWERED TO (I) FILL VACANCIES ON THE BOARD OR ON ANY COMMITTEE THAT HAS THE AUTHORITY OF THE BOARD, (II) FIX THE COMPENSATION OF THE BOARD MEMBERS FOR THEIR SERVICE AS MEMBERS OF THE BOARD OR ANY COMMITTEE, (III) AMEND OR REPEAL THE UNIVERSITY'S BYLAWS OR ADOPT NEW BYLAWS, (IV) AMEND OR REPEAL ANY RESOLUTION OF THE BOARD WHICH BY ITS EXPRESS TERMS CANNOT BE SO AMENDED OR REPEALED, (V) APPOINT COMMITTEES OF THE BOARD OR THE MEMBERS THEREOF, (VI) AUTHORIZE THE EXPENDITURE OF CORPORATE FUNDS TO SUPPORT A NOMINEE FOR BOARD MEMBERSHIP AFTER THERE ARE MORE PEOPLE NOMINATED FOR BOARD MEMBERSHIP THAN CAN BE ELECTED, OR (VII) APPROVE ANY SELF- DEALING TRANSACTION EXCEPT AS PROVIDED BY LAW Identifier Return Explanation Reference

FORM 990, OFFICERS, TRUSTEES AND KEY EMPLOYEES SIT ON THE BOARD OF THE FOLLOWING MAY DEWRIGHT TRUST PART VI, ROBERT ABELES CARMEN A PULIAFITO, MD EDWARD P ROSKI, JR USC Trustee John Mork and USC Trustee LINE 2 Jerry Neely HAVE A BUSINESS RELATIONSHIP USC Trustee THOMAS BARRACK AND USC Trustee FRANK J FERTITTA III HAVE A BUSINESS RELATIONSHIP USC TRUSTEE WILLIAM E. B SIART AND USC SR VP, FINANCE & CFO ROBERT ABELES HAVE A BUSINESS RELATIONSHIP FORM 990, PART VI, LINE 4 THE UNIVERSITY BYLAWS WERE AMENDED TO INCREASE THE MAXIMUM SIZE OF THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES FROM FOURTEEN TO SIXTEEN MEMBERS OF THE BOARD, UPDATE THE QUORUM REQUIREMENT FOR EXECUTIVE COMMITTEE MEETINGS SUCH THAT A MAJORITY OF THE EXECUTIVE COMMITTEE MEMBERS THEN IN OFFICE (RATHER THAN A MAJORITY OF THE AUTHORIZED NUMBER OF MEMBERS) CONSTITUTES A QUORUM OF THE EXECUTIVE COMMITTEE, CODIFY IN THE BYLAWS THE AUTHORITY THE PRESIDENT OF THE UNIVERSITY OR HIS/HER DESIGNEE TO FIX ALL TERMS AND CONDITIONS OF ANY PURCHASE, SALE, OR LEASE OF THE UNIVERSITY'S REAL PROPERTY UP TO $5 MILLION AND OF THE PRESIDENT OF THE UNIVERSITY OR HIS/HER DESIGNEE JOINTLY WITH THE CHAIRMAN OF THE BOARD TO FIX ALL TERMS AND CONDITIONS OF ANY PURCHASE, SALE, OR LEASE OF THE UNIVERSITY'S REAL PROPERTY UP TO $10 MILLION (THIS AUTHORITY HAD BEEN PREVIOUSLY GRANTED BY THE FINANCE COMMITTEE BY RESOLUTION), CLARIFY THAT THE SECRETARY OF THE UNIVERSITY HAS SUCH POWERS AND DUTIES AS ARE INCIDENT TO HIS/HER OFFICE, AND CLARIFY THAT THE PRESIDENT OF THE UNIVERSITY HAS THE AUTHORITY TO CONFER AN HONORARY DEGREE UPON THE PRESENTER OF THE UNIVERSITY'S ANNUAL COMMENCEMENT ADDRESS Identifier Return Explanation Reference

Form 990, The University of Southern California's Form 990 is reviewed at several levels The University engages an Part VI, Line external public accounting firm to assist in the preparation and review of its Form 990 and who signs as paid 11(B) preparer Among those who conduct the review of the final Form 990 at the University include MANAGEMENT, external counsel and the AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF TRUSTEES The review of Form 990 is conducted prior to it being filed and A FINAL COPY OF THE FORM 990 IS provided to each member of the governing board before it is filed Identifier Return Explanation Reference

FORM THE UNIVERSITY MAINTAINS A CONFLICT OF INTEREST IN PROFESSIONAL AND BUSINESS PRACTICES POL ICY 990, PART AND PROCEDURE WHICH COVERS ALL COVERED EMPLOYEES AND THEIR CLOSE RELATIONS A "COVERED VI, LINE EMPLOYEE' MEANS ALL FACULTY MEMBERS (INCLUDING PART-TIME AND VISITING FACULTY), STAFF AND 12 OTHER EMPLOYEES (SUCH AS POSTDOCTORAL SCHOLARS), AND STUDENTS (INCLUDING POSTDOCTORAL FEL LOWS AND GRADUATE STUDENTS) EMPLOYED OR OTHERWISE ENGAGED BY THE UNIVERSITY THIS POLICY C ONTINUES TO APPLY TO COVERED EMPLOYEES WHILE ON SABBATICAL OR OTHER LEAVES OR ON VACATION, WHILE VISITING OTHER INSTITUTIONS, AND WHILE CONSULTING WITH EXTERNAL ENTITIES A "CLOSE RELATION! MEANS SPOUSES, DOMESTIC PARTNERS, AND PARENTS, CHILDREN, SIBLINGS AND EACH OF TH EIR RESPECTIVE SPOUSES OR DOMESTIC PARTNERS EACH COVERED EMPLOYEE OWES PROFESSIONAL LOYAL TY TO THE UNIVERSITY AND WILL BE ALERT TO THE POSSIBILITY THAT OUTSIDE OBLIGATIONS, FINANC IAL INTERESTS, EMPLOYMENT, AND CERTAIN FAMILY OR INTIMATE RELATIONSHIPS CAN AFFECT THAT CO MMITMENT THEREFORE, ALL COVERED EMPLOYEES ARE RESPONSIBLE FOR DETERMINING WHETHER THEY, 0 R THEIR CLOSE RELATIONS, HAVE A CONFLICT OF INTEREST OR COMMITMENT (AS SUCH TERMS ARE DEFT NED BELOW) COVERED BY THIS POLICY BECAUSE NO POLICY CAN ANTICIPATE THE FULL RANGE OF OUTS IDE RELATIONSHIPS AND ACTIVITIES THAT MAY GIVE RISE TO CONFLICTS OF INTEREST OR COMMITMENT, COVERED EMPLOYEES MUST DISCLOSE ANY OUTSIDE RELATIONSHIP OR ACTIVITY THAT MAY GIVE THE A PPEARANCE OF A CONFLICT AS SOON AS FEASIBLE AFTER DISCOVERY OF THE CONFLICT THE UNIVERSIT Y MUST DETERMINE WHETHER A CONFLICT OF INTEREST AND/OR COMMITMENT IS MANAGEABLE BEFORE A COVERED EMPLOYEE MAY UNDERTAKE THE ACTIVITY GIVING RISE TO THE CONFLICT THE COVERED EMPLOY EE MUST COMPLY WITH ALL MEASURES PUT IN PLACE TO MANAGE, REDUCE, OR ELIMINATE CONFLICTS OF INTEREST THIS INCLUDES ANY REQUIREMENT THAT THE COVERED EMPLOYEE PROVIDE A FOLLOW-UP DIS CLOSURE AT A REASONABLE TIME INTERVAL AFTER HIS OR HER INITIAL DISCLOSURE TO PROVIDE AN UP DATE ON THE STATUS OF THE CONFLICT OF INTEREST OR COMMITMENT, AND THE COVERED EMPLOYEES C OMPLIANCE WITH THE MEASURES PUT IN PLACE TO MANAGE IT ALL DISCLOSURES AS WELL AS DECISION S ON HOW TO MANAGE THE CONFLICT SHOULD BE DOCUMENTED AND MAINTAINED BY THE PERSON OR COMMI TTEE TO WHOM DISCLOSURE IS MADE, AS PROVIDED FOR IN THIS POLICY THIS POLICY DOES NOT PREC LUDE THE SENIOR VICE PRESIDENT, PROVOST OR DEAN, AS APPROPRIATE, FROM REQUIRING A COVERED EMPLOYEE TO PROVIDE ADDITIONAL CONFLICT OF INTEREST OR COMMITMENT INFORMATION OR TO DO SO ON A MORE FREQUENT BASIS (EG, BI-ANNUALLY) IF A COVERED EMPLOYEE HAS ANY QUESTIONS ABOUT WHETHER AN OUTSIDE ACTIVITY MUST BE DISCLOSED, THE COVERED EMPLOYEE SHOULD CONSULT WITH HIS OR HER SUPERVISOR, OR CONTACT THE OFFICE OF COMPLIANCE FOR GUIDANCE SUPERVISORS WHO B ECOME AWARE THAT COVERED EMPLOYEES UNDER THEIR SUPERVISION HAVE CONFLICTS OF INTEREST OR C OMMITMENT COVERED BY THIS POLICY ARE OBLIGATED TO ENSURE THAT THE CONFLICT IS APPROPRIATEL Y DISCLOSED IN ADDITION TO THE PROCEDURE SET FORTH IN THE UNIVERSITY'S CONFLICT OF INTEREST IN PROFESSIONAL AND BUSINESS PRACTICES POLICY AND PROCEDURE, PURCHASING SERVICES ALSO MAY IDENTIFY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST OR COMMITMENT IN THE COURSE OF PERFO RMING THEIR DUTIES IN THE EVENT THAT PURCHASING SERVICES IDENTIFIES A SITUATION THAT IS 0 R APPEARS TO BE A CONFLICT OF INTEREST OR COMMITMENT, THEY ARE REQUIRED TO REQUEST THAT A DISCLOSURE BE MADE UNDER THIS POLICY AND WILL COORDINATE WITH THE RELEVANT DEPARTMENT, UNI T OR SCHOOL TO ADDRESS AND MANAGE THE CONFLICT DEPENDING UPON THE POTENTIAL MAGNITUDE OF THE ISSUE, PURCHASING SERVICES ALSO MAY REFER THE ISSUE TO THE SENIOR VICE PRESIDENT FOR A DMINISTRATION OR HIS OR HER DESIGNEE, FOR RESOLUTION PURCHASING SERVICES MAY SUSPEND ANY FURTHER ACTION ON THE REQUEST THAT INITIATED THE DISCLOSURE UNTIL SUCH TIME AS THE CONFLIC T IS MANAGED IN ADDITION TO THE PROCEDURES SET FORTH ABOVE, A UNIVERSITY FACULTY MEMBER 0 R NON-FACULTY EMPLOYEE IS REQUIRED TO OBTAIN THE PRIOR WRITTEN APPROVAL FROM THE PROVOST A ND SENIOR VICE PRESIDENT FOR ACADEMIC AFFAIRS OR SENIOR VICE PRESIDENT FOR ADMINISTRATION BEFORE HE OR SHE MAY ENDORSE OR AUTHORIZE ENDORSEMENT OF ANY PRODUCT OR SERVICE ON BEHALF OF THE UNIVERSITY ASSISTANCE IN MANAGING POTENTIAL CONFLICTS OF INTEREST FOR NON-FACULTY EMPLOYEES IS AVAILABLE FROM THE MANAGER OF PERSONNEL SERVICES, POLICIES AND PROCEDURES ON THE UNIVERSITY PARK CAMPUS, OR, FOR NON-FACULTY EMPLOYEES ON THE HEALTH SCIENCES CAMPUS, T HE DIRECTOR OF PERSONNEL SERVICES FOR FACULTY, ASSISTANCE IS AVAILABLE FROM THE VICE PROV OST FOR FACULTY AFFAIRS THE OFFICE OF THE GENERAL COUNSEL OR THE OFFICE OF COMPLIANCEALS 0 MAY BE CONSULTED FOR ASSISTANCE FAILURE TO DISCLOSE AND MANAGE ACTUAL OR POTENTIAL CONF LICTS OF INTEREST UNDER THIS POLICY, INCLUDING THE EXPECTATIONS DETAILED ABOVE ABOUT WHAT AN INDIVIDUAL SHOULD OR SHOULD NOT DO, MAY BE CAUSE FOR DISCIPLINARY ACTION, WHICH MAY RES ULT IN TERMINATION FOR FACULTY, SUCH ACTION SHALL Identifier Return Explanation Reference

FORM 990, OBSERVE ALL PROVISIONS OF THE POLICIES PUBLISHED IN THE FACULTY HANDBOOK ANY DISCIPLINAR Y PART VI, ACTION AGAINST A FACULTY MEMBER OR NON-FACULTY EMPLOYEE UNDER THIS POLICY MUST TAKE INTO LINE 12 ACCOUNT THE SCALE OF THE OFFENSE, THE INDIVIDUAL'S INTENT, AND THE DEGREE OF WRONGDOING THE UNIVERSITY MAINTAINS A CONFLICT OF INTEREST POLICY FOR MEMBERS OF THE BOARD OF TRUSTEE S IN GENERAL, THE POLICY REQUIRES THAT A TRUSTEE MUST AVOID USING HIS OR HER POSITION FOR PERSONAL GAIN OR ADVANTAGE, OR TO OBTAIN A FAVORED STATUS FOR ANY SPECIAL GROUP, BUSINESS OR FAMILY ENTITY WITH WHICH THE TRUSTEE IS AFFILIATED THE POLICY APPLIES TO ALL VOTING M EMBERS OF THE BOARD OF TRUSTEES A TRUSTEE WILL CONTINUE TO BE SUBJECT TO THE POLICY FOR F IVE YEARS AFTER LEAVING THE BOARD IF A TRUSTEE BECOMES AWARE OF A FINANCIAL INTEREST THAT MAY BE MATERIAL, HE OR SHE IS REQUIRED TO IMMEDIATELY DISCLOSE THAT FINANCIAL INTEREST TO THE CHAIRMAN OF THE BOARD SUCH DISCLOSURE IS IN ADDITION TO THE REQUIRED ANNUAL DISCLOSU RES - AFTER CONDUCTING A REASONABLE INVESTIGATION UNDER THE CIRCUMSTANCES, WHICH SHOULD I NCLUDE AN ANALYSIS OF COMPARABLE ARRANGEMENTS OR TRANSACTIONS OR THE RECEIPT OF AN OPINION FROM AN EXPERT IN THE RELEVANT FIELD, THE BOARD SHOULD DETERMINE IN GOOD FAITH WHETHER US C COULD OBTAIN A MORE ADVANTAGEOUS FINANCIAL ARRANGEMENT OR TRANSACTION WITH REASONABLE EF FORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST - IN ADD ITION, THE BOARD SHOULD DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED MEMBERS, WITH KN OWLEDGE OF THE MATERIAL FACTS CONCERNING THE FINANCIAL ARRANGEMENT OR TRANSACTION AND THE TRUSTEES FINANCIAL INTEREST IN THE ARRANGEMENT OR TRANSACTION, WHETHER THE ARRANGEMENT OR TRANSACTION IS IN USC'S BEST INTEREST, FOR ITS OWN BENEFIT AND IS FAIR AND REASONABLE TO USC THE BOARD SHOULD MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE ARRANGEMENT OR TRA NSACTION IN CONFORMITY WITH SUCH DETERMINATION - SHOULD THE BOARD APPROVE THE FINANCIAL A RRANGEMENT OR TRANSACTION IN QUESTION, THE TRUSTEE WHO HAS A CONFLICT OF INTEREST WILL BE REQUIRED TO ACT IN GOOD FAITH AND WITH FAIRNESS, AND TO REFRAIN FROM EXERTING UNDUE PRESSU RE OR INFLUENCE IN THE BOARD'S DISCRETION, IT MAY ALSO REQUIRE SUCH TRUSTEE TO BE SUBJECT TO THE OVERSIGHT OF A DISINTERESTED TRUSTEE THIS POLICY HAS BEEN APPROVED BY THE BOARD Identifier Return Explanation Reference

FORM 990, THE COMPENSATION OF THE UNIVERSITY'S PRESIDENT, OFFICERS AND KEY EMPLOYEES IS DETERMINED PART VI, ANNUALLY USING THE SAFE HARBOR PROCESS DESCRIBED IN TREASURY REGULATION SECTION 53 4958-6 LINE 15 NAMELY, A COMMITTEE OF THE UNIVERSITY'S BOARD OF TRUSTEES TAKES THE FOLLOWING THREE STEPS (1) IT ENSURES THAT NO MEMBER OF THE COMMITTEE HAS A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT BEING REVIEWED, (2) IT LOOKS TO COMPARABILITY DATA AND SPECIALIZED COMPENSATION REPORTS (AND IN SOME CASES OPINIONS) PREPARED FOR THE UNIVERSITY BY COMPENSATION CONSULTANTS WITH RESPECT TO SIMILARLY QUALIFIED INDIVIDUALS IN COMPARABLE POSITIONS AT SIMILARLY SITUATED UNIVERSITIES, AND (3) IT MAINTAINS A CONTEMPORANEOUS RECORD OF ITS DELIBERATIONS AND DECISIONS Identifier Return Explanation Reference

FORM 990, THE UNIVERSITY MAKES ITS BYLAWS, FINANCIAL STATEMENTS/ANNUAL REPORT, CONFLICT OF INTEREST IN PART VI, LINE PROFESSIONAL AND BUSINESS PRACTICES, AND CONFLICT OF INTEREST IN RESEARCH POLICIES 19 AVAILABLE TO THE GENERAL PUBLIC ON THE ORGANIZATION'S WEBSITE FORM 990, PART VII THE TITLE FOR HOWARD A GILLMAN IS DEAN-DORNSIFE COLLEGE OF LETTERS, ARTS, AND SCIENCES UNTIL 6/30/12 AND PROFESSOR FROM 7/01/12 Identifier Return Reference Explanation

FORM 990, PART XI, OTHER CHANGES IN NET PRESENT VALUE ADJUSTMENT TO TRUST LIABILITY ($7,915,338) ------LINE 9 ASSETS ($7,915,338) jefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN:93493135033774 OMB No 1545-0047 SCHEDULE R Related Organizations and Unrelated Partnerships (Form 990) 1- Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37. 2012 1- Attach to Form 990. 1- See separate instructions. Department of the Treasury Internal Revenue Service Name of the organization Employer identification number University of Southern California 95-1642394 Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.) (a) (b) (c) (d) (e) (f) Name, address, and EIN (if applicable) of disregarded entity Primary activity Legal domicile (state Total income End-of-year assets Direct controlling or foreign country) entity

(1) USC GATEWAY LLC PROPERTY MGMT CA 0 119,502 NA UNIVERSITY GARDENS - UGB203 LOS ANGELES, CA 90089 20-2108058

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

( a) (b) (c) (d) (e) (f) (g) Name, address, and EIN of related organization Primary activity Legal domicile (state Exempt Code section Public charity status Direct controlling Section 512(b) or foreign country) (if section 501(c)(3)) entity (13) controlled entity? Yes No See Additional Data Table

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50135Y Schedule R (Form 990) 2012 Schedule R (Form 990) 2012 Page 2 Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) (b) (c) (d) (e) (f) (g) (h) (i) U) (k) Name, address, and EIN of Primary activity Legal Direct Predominant Share of Share of Disproprtionate Code V-UBI General or Percentage related organization domicile controlling income(related, total income end-of-year allocations? amount in box managing ownership (state or entity unrelated, assets 20 of partner? foreign excluded from Schedule K-1 country) tax under (Form 1065) sections 512- 514) Yes No Yes No

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) (b) (c) (d) (e) (f) (g) (h) (i) Name, address, and EIN of Primary activity Legal Direct controlling Type of entity Share of total Share of end-of- Percentage Section 512 related organization domicile entity (C corp, S corp, income year ownership (b)(13) (state or foreign or trust) assets controlled country) entity? Yes No (1) MAY ROBERTS USC SUPPORT NA T 803,773 8,169,595 100 000 % Yes DEWRIGHT TRUST

UNIVERSITY GARDENS - CA UGB203 LOS ANGELES, CA 900898003 95-6284845 (2) INTEGRATED DIGITAL 3RD PARTY CON NA C 0 100 100 000 0/ Yes ASSET CORPORATION

UNIVERSITY GARDENS - CA UGB203 LOS ANGELES, CA 900898003 95-4680904 (3) CHARITABLE REMAINDER FUNDRAISING NA T Yes TRUST (264)

(4) POOLED INCOME FUND FUNDRAISING NA T Yes (2) CA

Schedule R (Form 990) 2012 Schedule R (Form 990) 2012 Page 3 ff^ Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.) Note . Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule YesFNo 1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV? a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity Yes b Gift, grant, or capital contribution to related organization(s) No c Gift, grant, or capital contribution from related organization(s) Yes d Loans or loan guarantees to or for related organization(s) No e Loans or loan guarantees by related organization(s) Yes

f Dividends from related organization(s) if No g Sale of assets to related organization(s) 1g No h Purchase of assets from related organization(s) 1h No i Exchange of assets with related organization(s) ii No j Lease of facilities, equipment, or other assets to related organization(s) ii No

k Lease of facilities, equipment, or other assets from related organization(s) 1k Yes I Performance of services or membership or fundraising solicitations for related organization(s) 11 No m Performance of services or membership or fundraising solicitations by related organization(s) 1m No n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) in No o Sharing of paid employees with related organization(s) 10 No

p Reimbursement paid to related organization(s) for expenses 1p No q Reimbursement paid by related organization(s) for expenses 1q Yes

r Other transfer of cash or property to related organization(s) lr Yes s Other transfer of cash or property from related organization(s) is Yes

2 If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds (a) (b) (c) (d) Name of other organization Transaction Amount involved Method of determining amount involved type (a-s) See Additional Data Table

Schedule R (Form 990) 2012 Schedule R (Form 990) 2012 Page 4 Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.) Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization See instructions regarding exclusion for certain investment partnerships

(a) (b) (c) (d) (e) (f) (g) (h) (i) U) (k) Name, address, and EIN of entity Primary activity Legal Predominant Are all partners Share of Share of Disproprtionate Code V-UBI General or Percentage domicile income section total end-of-year allocations? amount in managing ownership (state or (related, 501(c)(3) income assets box 20 part ner? foreign unrelated, organizations? of Schedule country) excluded from K-1 tax under (Form 1065) section 512- 514) Yes No Yes No Yes No

Schedule R (Form 990) 2012 Additional Data Return to Form

Software ID: Software Version: EIN: 95 -1642394 Name : University of Southern California

Schedule R ( Form 990 ) 2012 Page 5 Supplemental Information Complete this part to provide additional information for responses to questions on Schedule R (see instructions) Identifier Return Explanation Reference PART IV, THE LEGAL DOMICILES OF THE CHARITABLE REMAINDER TRUSTS INCLUDE CA, CO, FL, HI, IL, IN, NV, NY, NC LINE 4, COLUMN (C) --> Form 990 . Schedule R. Part V - Transactions With Related Organizations (a) (b) (c) (d) Name of other organization Transaction Amount Involved Method of determining type( a-s) amount involved

ICT PRODUCTIONS INC R 501,907 FMV

LORD FOUNDATION OF CALIFORNIA S 1,042,294 FMV

LORD FOUNDATION OF CALIFORNIA C 1,650,000 FMV

USC CARE MEDICAL GROUP INC Q 194,073,171 FMV

MAY ROBERTS DEWRIGHT TRUST S 678,119 FMV

MAY ROBERTS DEWRIGHT TRUST C 636,014 FMV

HEALTH RESEARCH ASSOCIATION INC A 129,823 FMV

HEALTH RESEARCH ASSOCIATION INC E 4,439,270 FMV

HEALTH RESEARCH ASSOCIATION INC K 970,762 FMV

HEALTH RESEARCH ASSOCIATION INC Q 3,280,322 FMV

HEALTH RESEARCH ASSOCIATION INC R 742,274 FMV

HEALTH RESEARCH ASSOCIATION INC S 1,097,383 FMV

DAVID X MARKS FOUNDATION C 1,234,700 FMV l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135033774 Depreciation and Amortization OMB No 1545-0172 Form 4562 (Including Information on Listed Property) Department of the Treasury 2012 Internal Revenue Service (99) Attachment ► See separate instructions . ► Attach to your tax return . Sequence No 179 Business or activity to which this form relates Identifying number Name(s) shown on return GENERAL DEPRECIATION University of Southern California

95-1642394 Election To Expense Certain Property Under Section 179 f te : If you have any listed property, complete Part V before you complete Part I. 1 Maximum amount (see instructions) ...... 1 2 Total cost of section 179 property placed in service (see instructions) ...... 2 3 Threshold cost of section 179 property before reduction in limitation (see instructions) . . . 3 $ 2,000,000 4 Reduction in limitation Subtract line 3 from line 2 If zero or less, enter-0- ...... 4 5 Dollar limitation for tax year Subtract line 4 from line 1 If zero or less, enter -0- If married filing separately, see instructions ...... 5

(b) Cost (business use I 6 (a) Description of property (c) Elected cost only) 6

7 Listed property Enter the amount from line 29 7 8 Total elected cost of section 179 property Add amounts in column (c), lines 6 and 7 . . . . 8 9 Tentative deduction Enter the smaller of line 5 or line 8 ...... 9 10 Carryover of disallowed deduction from line 13 of your 2011 Form 4562 ...... 10 11 Business income limitation Enter the smaller of business income (not less than zero) or line 5 (see instructions) ...... 11 12 Section 179 expense deduction Add lines 9 and 10, but do not enter more than line 11 . . . 12

13 Carryover of disallowed deduction to 2013 Add lines 9 and 10, less line 12 . ► 13 Note : Do not use Part II or Part III below for listed prop erty. Instead, use Part V. Special Depreciation Allowance and Other Depreciation ( Do not include listed property (See instructions 14 Special depreciation allowance for qualified property (other than listed property) placed in service during the tax year (see instructions) ...... 14 15 Property subject to section 168(f)(1) election ...... 15 16 Other depreciation (including ACRS) ...... 16 1,305,954 MACRS Depreciation ( Do not include listed property.) (See instructions.) Section A 17 MACRS deductions for assets placed in service in tax years beginning before 2012 . . . . . 17 37,450 18 If you are electing to group any assets placed in service during the tax year into one or more general asset accounts, check here ...... I F Section B-Assets Placed in Service Durin 20 12 Tax Year Usin the General De p reciation Sy stem (c) Basis for (b) Month and depreciation (a) Classification of (d) Recovery (g)Depreciation year placed in (business/investment (e) Convention (f) Method property period deduction service use only-see instructions) 19a 3-year property b 5-year property 44,955 5 0 S/L 1,124 c 7-year property d 10-year property e 15-year property f 20-year property g 25-year property 25 yrs S/L hResidential rental 27 5 yrs MM S/L property 27 5 yrs M M S/L i Nonresidential real 39 yrs MM S/L property M M S/L Section C-Assets Placed in Service During 2012 Tax Year Using the Alternative Depreciation System 20a Class life S/L b 12-year 12 yrs S/L c40-year 40 yrs MM S/L IT I1I Summar y ( see instructions ) 21 Listed property Enter amount from line 28 • • • • • • • • • • • • • • • • • • • • • 21 22 Total . Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21 Enter here and on the appropriate lines of your return Partnerships and S corporations-see instructions • • 22 1,344,528 23 For assets shown above and placed in service during the current year, enter the portion of the basis attributable to section 263A costs 23 For Paperwork Reduction Act Notice, see separate instructions . Cat No 12906N Form 4562 (2012) Form 4562 (2012) Page 2 Listed Property (Include automobiles , certain other vehicles, certain computers, and property used for entertainment, recreation, or amusement.) Note : For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 24a , 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable. Section A - De p reciation and Other Information ( Caution : See the instructions for limits for p assenger automobiles. ) 24a Do you have evidence to support the business/ investment use claimed? fl Yes FN. 24b If 'Yes," is the evidence written? r-Yes I' No

(a) (b) Business/ (d) Basis for depreciation (f) (g) (h) Elected Type of property (list Date placed in investment Cost or other Recovery Method/ Depreciation/ (business/investment section 179 vehicles first) service use basis period Convention deduction use only) cost percentage

25Special depreciation allowance for qualified listed property placed in service during the tax year and used more than 50% in a qualified business use (see instructions) 25 26 Property used more than 50% in a qualified business use

27 Prooerty used 50% or less in a auallfled business use S/L- S/L- S/ L - 28 Add amounts in column ( h), lines 25 through 27 Enter here and on line 21 , page 1 28 29 Add amounts in column ( I), line 26 Enter here and on line 7, page 1 29 Section B-Information on Use of Vehicles Complete this section for vehicles used by a sole proprietor, partner, or other more than 5% owner," or related person Tf vnu nrnvuderl vehicles to vnur PmnlnvPPs_ first answer the niiestinns in Section C to SPP if you meet an Pxcention to comnlefinn this section for those vehicles a) (b) (c) (d ) ( e) (f) 30Total business/investment miles driven during the ( Vehicle 1 Vehicle 2 Vehicle 3 Vehicle 4 Vehicle 5 Vehicle 6 year ( do not inc l u d e commu t ing mi l es)

31 Total commuting miles driven during the year 32 Total other persona I(noncommuting) miles driven 33 Total miles driven during the year Add lines 30 through 32 . 34 Was the vehicle available for personal use Yes No Yes No Yes No Yes No Yes No Yes No during off-duty hours? . 35 Was the vehicle used primarily by a more than 5% owner or related person? . 36Is another vehicle available for personal use? Section C-Questions for Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than 5% owners or related p ersons ( see instructions ) 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your Yes No employees? ......

38 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your employees? See the instructions for vehicles used by corporate officers, directors, or 1% or more owners 39 Do you treat all use of vehicles by employees as personal use? ...... 40 Do you provide more than five vehicles to your employees, obtain information from your employees about the use of vehicles, and retain the information received? ...... 41 Do you meet the requirements concerning qualified automobile demonstration use? (See instructions ) . . . . . Note : If your answer to 37, 38, 39, 40, or 41 is "Yes," do not complete Section B for the covered vehicles Amortization

(a) Date A morteizatlon Amortzable Amortization for Description of costs amortization Code period or amount section this year begins percentage 42 Amortization of costs that begins during your 2012 tax year ( see instructions)

43 Amortization of costs that began before your 2012 tax year ...... 43 44 Total . Add amounts in column (f) See the instructions for where to report ...... 44 Form 4562(2012) a a ^ Jes`-'- -

46

.l report

NIVERSI^OF SOeTHERN CA IFORN A The Collaborative HiOi Altitude Flow Facility (CHAFF), a joint USC mid _E1ir Force /arility housed oil the lirtilersitp Pink Campus, is a lactic wtnntrn chalubtr sirnitlatill,' Space cru'iroruncrtts /or a Bost o/ applications - /rorn tcstirtti' propitlsiort system s to materials hehiav'ior. (LSC/Chris Sliirnt)

x^l

RESEARCH AT THE INTERSECTION

UNIVERSITY HIGHLIGHTS

ACADEMIC HIGHLIGHTS

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

BUDGET 2013-2014

USC ROLE AND MISSION

UNIVERSITY LEADERSHIP, inside hack cover ImTs'Yifel I "r''! f

Ilk

y * + f o f • ^ ^ o f F ' i ^ * n n n +

% 41' / i • .f y r * s . 'r * n Ti . is ` t R: y r is sue t i !

41 .0 0& 41

+Ft^ r "y yn ' * • *^ . *r i : s ^i n • s„ # pis i i 30 s •F n ^r* *}#'a r'+' y F• • r' f * •r# "+ k s R"• *f +^ #^; ps i r+* i ± ^ •r i'* ' ^ y** rs ' • n ^ yr+ ^i; `r^ !M + # rr . ,. y"y+^ } i ^L •' ffy 1 r. .^ ^r ^ r # ^ ;i +y ^r ii r ' r ' * *^ ^ e #•^• 1 * n • + Sri' + i r* r / + }*i- * ii• ©n +•^*}r• # ar If . V '60 .00

a M* 46 0 Ar. 411 MW ♦# #^ i •' • # ' i + tom' # i * #i li* y isi •* +" +i ^^

err F. •' _ r. . # i ^^ 4 * i a ^^4 i.L a i

ire 16 9

LL %G deg MO

14 Art

Wft WW," &06 f '^y # ^ ^ n 1 r"^^. . +4 n ^1'pF^ ^#.^G^^#r - it ' '^^ ! #'..- •

-6 14L Ilk ypw

L

T& 4ffir PIP

' n

f •

ocaust survivors are interviewed USC's three-dimensional videotaping ge for the USC Shoah Foundation's v Dimensions in Testimony Project. CSrmmit y o% ,outlier,, Colifi r,u c 2012 FINANCIAL REPORT / $

imagine being blind and having your vision partially restored. Or watching an embryonic heart beat as it develops its chambers. Or having a conversation with a 3D hologram of a Holocaust survivor long after this person has passed away. This year, USC researchers worked across disciplines to achieve these and other breakthroughs that are changing the way we live now and in thefuture. 4 / 2013 FINANCIAL REPORT ('irna'rit) ' o% Soutlu'nt Ccli/onti c Umvmit' of Soutlu'rnt C,clifi riu c 2013 FINANCIAL REPORT / 5

"USC Stem Cell allows us to tap into the p collective power of USC's researchers in basic sciences, medicine, pharmacy, gerontology, dentistry, computing, engineering and beyond "

- Andrew P. McMahon, Provost Professor 6 / 2013 FINANCIAL REPORT ('irna'rit ) ' of Soudu'nt C,clif1 r,n c

5

"We are both cases in point of the value of working at the interface between disciplines We're integrationists, very much trying to bring together a whole that is greater than the sum of its parts "

- Arthur W. Toga , Provost Professor and Director of the USC Institute for Neuroimagmg and Informatics

IM - CSrmcritp of Soutlicrt Calif1 rin c 2013 FINANCIAL REPORT / 7

i fib .^- ^-*I ^I I L

• ^ :^ '.fir ^

A 'WAIF W

vll.

ti

y+ 4

ry ^ 1

^i ^ I^• 'r5

0 JS { Umvmif) o% Soutlicrt Califi riu c 2013 FINANCIAL REPORT / 9

ON

R l

1 university highlightsi2/is 4 10 / 2013 FINANCIAL REPORT (',wcr'it ) , of Soutlu'rt Cclif1 rin CSrmcritp o%Soutlicrt Cali/villa 2013 FINANCIAL REPORT / 11

As of fall 2012, all USC freshmen are housed in residential colleges, where they participate in an exciting community and benefit from the active involvement of resident faculty 12 / 2013 FINANCIAL REPORT ( 'inicrit ) ' ofSoutlu'rt C,cli/onti,c

USC has taken on projects that will generate 12,000 jobs, create a center for community and university life and restore a Los Angeles landmark .f ' IAig

"i - I.L

4i

7 14 / 2013 FINANCIAL REPORT ( 'III I 'M It), ofSolithcr l l

academic tS_12/13

? f^ U

i . 'eft, Y NAF,w

rim

om ' Na!err S:7i Ia • 16 / 2013 FINANCIAL REPORT ( inn 'rlt ) ' of Soutlicrlt CcIifi ri l c

1 1 Pat

jo -,j

'Ap f.. I I ^5

The Dornsife Neuroscience Pavilion, whi the Brain and Creativity Institute, allows and artists to image the human mind in 18 / 2013 FINANCIAL REPORT ( ,11l 'rit), of Soutlu'rt Ccli/onti c

0

'Nomkir Lirmcritp of Soutlicnt Calif1 rin c 2013 FINANCIAL REPORT / 19

t 3

^ =s

6 X41L f 20 / 2013 FINANCIAL REPORT ('11111Mit)' of Soutlu'rt Ccli/onti c Lwlcrltp of Soutlicnt CaIifi ri la 2013 FINANCIAL REPORT / 21

The USC School of Social Work launched USC Telehealth, the first academic-based virtual clinic providing one-on-one therapy TO __ . y ` t ^•Y =^i .ter-4 -sY tel."r '"`' '•+ ^'+^ +I ^

L- h-

Y ^^1J ry

36.

F+ -Now

t- -

r + T .^ T

W^w ^.x

F LN, 'T C'irmcritp o% ,Good cnt Calif1 rin c 2013 FINANCIAL REPORT / 23

financial statements Zoi3 24 / 2013 FINANCIAL REPORT C'rrna'r^rf) of ,outlier,, C,rlr/ntr,r

Report of Independent Auditors

The Board of Trustees of the University of Southern California

We hi%e audited the accompanying comohdited financial titateiiientti of the Univenity of southern California and rtti uibtirdrarreti (the "tinr\ ertirty "), winch comprise the contiolydated balance sheet ati of June 30, 2013, and the related consolidated titateiiientti of icti%itieti and c sh flows, Nxhich appear on pages 25 through 41, for the year then ended

Management ' s Responsibility for the Financial Statements

Management iti retipornible for the preparation and fair presentation of the cornohdited financial tititeuientti in accordance vvith accounting principles generally accepted in the United States ofAmenci, this includes the design, iuipleuientation, and maintenance of internal control relev ant to the preparation and fair pretient rion of comohdated financial titateiiientti that are free from material uutititateuient, N- nether due to fraud or error

Auditor's Responsibility

Our retipomibihty i to expretiti an opinion on the contiolidated financial titateiiientti batted on our audit We conducted our audit in accordance vvith auditing titindirdti generally accepted in the United States of America Those titandardti require that \\e plan and perform the audit to obtain reasonable awirance about \\hether the consolidated financial titateuient, are free from material iii ,tateuient

An audit in oh eti performing procedures to obtain audit e%idence about the iuiountti and diticlotiureti in the contiolydited financial tititementti . The procedures selected depend on our judgment, including the iti etitiment of the ritikti of material mi ,tateuient of the con,olidated financial titateuient, , N-dhether due to fraud or error In making thotie risk atitietitiuientti , N., e consider internal control relevant to the tunrx enrn,'ti preparation and lair presentation of the consolidated financial titateiiientti in order to design audit procedures that are appropriate in the crrcumtitinceti , but not for the purpose of expretitirng in opinion on the effectrv enetiti of the umx enrty'ti internal control

Accordingly, vxe expretiti no such opinion An audit aho includes e% aluating the ippropriitenetiti of accounting policies used and the rei oniblenetiti oftiigmtlcint accounting etitiuiiteti made by uiinigeuient , i vxell i evalu- ating the o%erill presentation of the comohdited financial titateiiientti We believe that the audit e%idence we have obtained iti sufficient and appropriate to pros ide a batiiti for our audit opinion

Opinion

In our opinion , the contiolydated financial titateuient, referred to abo\ e present fairly, in all material retipectti, the financial position of the University of Southern California and itti ib,idiarieti at June 311 , 2013, and the reuiltti of changeti in net atitietti and cash flo\\ti for the year, then ended in accordance N.,-rtlr accounting principles generally accepted in the United States of Auienci

Other Matters

The prior y ear iiiiiiiianzed coinparatr\ e rntorinatron hati been den\ ed from the rain ertiiry'ti 21112 financial titateuient, , and in our report dated October 11, 2012, \xe expretitied an unqualified opinion on those financial tatemenN

Lo, .-irrkrlr,, C.-1 Ottoyer 9, 2013 C'irmcr( tp of Soutlicnt CaIifi rink 2013 FINANCIAL REPORT / 25

Consolidated Balance Sheet in thousands

June 30 June 30 2013 2012 Assets A B I Cash aii rash eTiivalents $4516-15 $905400 Arco lilts iereivahle net 3'5 558 ?98 759 Notes iereivahle net of aIlow-wWre for cio1ihtf,i1 acco,ints $6 081 (2013) $6 289 (201') 84 914 84 122 4 Pler1 es iereivahle net 519 922 474 051 5 Investments 4 708 535 3 865 127 o Inventories prepaId e,penses anr1 other assets 161 801 153 579 Propert y pant anr1 er1 iipment net 2 537 90' ' 309 205 ti Total Assets $8,790,257 $8 , 091,244

Liabilities Arro lilts payahle $228 326 $163497 Arrr er1 iahilities 34-1 450 3-15093 Ref'111dah1e advances 1 355 18 959 12 C'iiient Portion of or} term deht 10855 5495 , Deposits and defeiipd )even ie 159 713 153 258 13 Artuaiial liahility for ann uties payahle 148 34b 145 355 is Feleial stH lent on f,innis 57 7O5 57 410 io Asset retirement ohli}ahons 104 841 101 - 37 Capital easeohli}ahon 59 102 59944 is Lon} teem rieht 1 62 251 1 243 705 tv Other liahilities 4X33 x915 Total Liabilities 2,405,398 2,294,068

Net Assets ,i Iniestnrter1 2 908- 37 2 535 597 22 Tempoiaiily iestiirtel 1586567 1 386818 2, Permanentlyiestnrtel 1880 855 1773761 13 Total Net Assets 6,384 , 859 5,797,176

25 Total Liabilities and Net Assets $8,790,257 $8,091,244

T''.., ^ 0 n111hit '.__ ;ea ,ntt -'a,t r ^ ,'I 26 / 2013 FINANCIAL REPORT C'ill I'mrt'of Southc rlt Cclr/ontrc

Consolidated Statement of Activities in thousands

Year Ended Year Ended June 30, 2013 June 30, 2012

Temporarily Permanently Unrestricted Restricted Restricted Total Total Net Assets Net Assets Net Assets Net Assets Net Assets

Revenues A B C D E I St'irient t iihon and fees $1488 _176 $1488 _176 $1 365 963 Less financial aid (413 465) (413 465 (388 803 Net st,ident t nhon and fees 1 074 811 1 074 811 977 150 4 Erdow nient income 65 707 $540 66 '47 56 58' s Investment and other income 11 747 170 119'b 1'0?8 o Net appreciation (depleciation) in fan vie of investments 1081 D ¶'34 b" 7 770 35055' (b0 394

Government contracts am 5lsnts 313 7'5 313 7'5 3'3 789

S Recovery of indirect Costs 1 3 2 920 1 3 2 9?0 1 3 2 C,1 2 v Gifts arm1 pees 3 3 2 891 105 550 110 500 550 151 527 910

, Sales 'aid seI V Ice -18 -101 -18 -101 -18 90-1 ii Anilialyenterplises 273 114 273 224 '54857

2 Health care sel vices 961 616 961616 88-1133 , Other 105 999 105 999 101 '80 14 Present val ie sipistment to ann cities Pavahle (1355) (5 550) (7915) 545) Is N et assetsre l easedhomr e stli bons l r_1 r_;i}nations 135613 (1 4 0 178) 3565 6 Total Revenues 3,545 , 624 199 , 749 116,094 3 , 861,467 3,233,714

Expenses I- Educational and }enelal activities 2 144 565 2 144 565 ' 078 848 is Health care services 904 6'7 904 627 864 535 Iv Depleciahon anri amolhzahon 161-185 161-185 159-38

_ Intel est on inrlehterlness 53 3007 53 307 62 774 21 Total Expenses 3,273 , 784 3,273,784 3,165,396

>2 Increase in Net Assets 271,840 199 , 749 116,094 587,683 68,318 Beginning Net Assets 2,636 , 597 1,386,818 1 , 773,761 5,797,176 5,728,858 24 Ending Net Assets $2,908,437 $1 , 586,567 $1 , 889,855 $6 , 384,859 $5 , 797,176

Nature of specific net assets

'_s Intel n,llly desi5rate1 $37 355 $37 355 $58434 20 Gift and dePal tmental 602 051 602 051 476 750 E,terna11yIeshicted $64799 $352 2 100 041 106 859 Pees '80 780 2V) 133 519 922 474 051 Ine,Peii eci eii ovvment income 189 050 189 050 191 901 Annuity anri vin} trusts 43 553 78 811 122467 118582

,I Tide rllrlowlllrllt and net appreciation 1197 325 1 536 666 733 992 2 461 LO87

Fiji s fillictiolilli5 as enir1owniienit 1 134 353 1134 353 1 027 846 Debt service f Inds 7O 329 7C, 329 74825 ,3 Invested P Plant 875 '89 875 '89 806 841 ,5 $2,908 , 437 $1,586,567 $1,889,855 $6 , 384,859 $5 , 797,176 C'Irmcrltp of Southcnt CaIifi mi 2013 FINANCIAL REPORT / 27

Consolidated Statement of Cash Flows In thousands

Year Ended Year Ended June 30, 2013 June 30, 2012 Cash Flows from Operating Activities A B I Change in Net Assets $587,683 $68,318 Aripistments to reconcile than}e in net assets to net Cash provided by

oprlatill} activities 2 Depleciahon ard amortization 161 '85 159 '30 , Loss on the disposal 'sale of Plant -assets 45' ' 101 4 n I,i11r1 Ieceipt of sec n sties Property Plant anri egHipment (39 55') (38 587

s Present Vahie ad jiistnient to annuities payahle 7 ?73 ' 475

o kicie,lse in accounts IeceNShle (gib 799) (^4 771) Increase in pees leceivahle (156 65') (100 466)

5 Incle,lse In inventor des plepaSri e,pel1ses ard other assets (7 5500) ( 17 385 Increase in scco rots payahle 49950 5 34' Increase inamcl iei liahilities 5548 86953 11 (Decrease) increase in ref inriahle advarces (1 594 458 12 Increase in deposits ard lefelleri levee ie 6 455 '1 585 I, Decrease in otherahilities (548') ('45?) 13 Contlih Lions restricted for property Plant ard prl, ard Permanent investment (145 14Co) (1'588' Is Net realized }air on sale of investments (183 851) (111804 t o Net i H n l e a l i z e d (appleci atiol1 ) dept PCi atl on in investn1ents (155 784) 17_? 187 I- Net cash provided by operating activities 85,132 78,300

Cash Flows from Investing Activities is Proceeds from note collections 1' 193 1' '54 Iv Notes iss Teri (1' 777) (11688) 2,o Proceeds from sale ard mat rl sty of investments 2 750 553 2 257 116 ,I P nchase of investments (3194592) (2 524284 ) 22 P nchase of Propert y P lant ard er1 nnpment (371 979) (279 457 _, Net cash used in investing activities ( 806,592 ) ( 546,049)

Cash Flows from Financing Activities Conhih ikons Ieshicted for Permanent investment 13 Enciow-vment 152 168 116 271 25 Plant 100 577 8 885 '6 Jr fists ard other 3 175 498 _- Repayment of or} term rieht (56344) (414D 2 Proceeds from issuance of or} term deht 71 095 294 228

?v ncle,lse (decle,lse) in federal stiirient on fHHnris 295 (402) nvestment }ain on ann )sties payahle 2 533 5 820 I Payments on ann cities Payahle (13 145) (13 108) ncrease to snn,nties Payahle Ies,iltin^ hom new gifts 6 230 6864 Net cash provided by financing activities 266,685 484,916

,3 Net ( decrease ) increase in cash and cash equivalents (454,775) 17,167 , s Cash and cash equivalents at beginning of year 906,400 889,233 , r, Cash and cash equivalents at end of year $451,625 $906,400

T! , --n Uv.'nyn,c "Of- -rr., In.,^'u, ins-r,', r .,r 28 / 2013 FINANCIAL REPORT L'rrna'r'rty of Soutlu'nt Cclr/ontr c

Notes to Consolidated Financial Statements

Note 1 6mr rrd ur plant In%etited to plant assets, Including collections of ucla of act and httituucal tcea uieti, ace stated at cost uc tall %alue at the Significant accounting policies followed by the University of date ofgth, plus the estimated %alue of am associated legal cetuement Southern California are set forth below obligations, less accumulated depreciation, computed on a titcaight- The Unnecvt% of'outhecn California i a not-foi-p1ofit, maluc line basis o% ec the estimated utietul of component In es of the assets pcnate Ietieacch unnenm The consolidated financial statements (equipment and ltbiai% books useful h% es ianging tium 4 to 10 % eats ha%e been piepaced on the annual basis ofaccount!ng, to accoidance and budding component h% es ranging fiom 5 to 50 %ean) Equipment ^%ith accounting pctncipleti genecall% accepted to the United States of is iemo% ed tiom the cecoidti at the time ofdttipo al The Linnentt\ Ameura and %%ith the pi o%i ion ofthe Financial Accounting'tan- tullo\^ ti the polic% of cecoiding contubuttunti of long-In ed assets dacdti Board ('FA )B ) Accounting 5tandacdti Codification ( A5(. ) duecth to in etited to plant assets \^ hen the pucpo e 01 time cetituction 958, Not-foi-Piofit Entities, %%hich iequueti the uni%eititt% to cla if is met Instead ofcecogntzing the gift 0% el the utietLl life of the asset its net atitiets into three rategucteti arrucding to donut-imposed cetituc- ttotn 01 piO\ntutn ut Ia urnetititcted, tempoiaitl% ietiutcted, 01 pei- Lent-retnr ume rnrenr Long-teem tn%etitmentti include gifts and Board manenth cetitucted All mateual ti al action bet%%een the unnentt\ of Tiutitee designations to funds functioning as endu\^ment, realized and its tiubvdiaueti ha%e been eliminated and unrealized gains and tetn%etited Income (Income earned to e\ceY of the spending rule) on all endu\^ meat tundti The unnentt% is genecall% exempt tiom tedecal income ta\eti under the pio%i ion of Internal Re%enue (.ode Section 501 (c) (3) The .'rodent Iran student loan net assets Include lending acts it) to unnentt% is also genecall% exempt thins paNment ofCalifornia state students utilizing unnentt% ce oucceti designated tut that purpose Income, gift, estate and inhecttance ta\eti Temporarily restricted net assets. Unrestricted net assets Gatti tut \^hich donut imposed cetituction ha%e not been met Education and trnrral Education and general Include the ce%enueti (piun.utl% tutuie capital piulectti), charitable iematndei unitiutitti, and e\pemeti associated ^^ ith the piincipal educational mi ss ion of the pooled income funds, gift annuities and pledges cecenable tut \^ hich unt\ ettitth the ultimate pucpo e of the pioceedti is not pecmanentlN cetitucted ace Included to tempucacth cetitncted net assets Healdr rate ^ewrce^ Health race seutces ace cetlectne of the ce%enueti and e\pentieti associated \^tth Keck Hospital of U5(., U)(. Noiin Permanently restricted net assets. Cancer Hospital, the Pi o e Tonal 5eI ices Agreement \^tth Los Gatti, chautable cemaindec unitcutitti, pooled income funds, gift Angeles Count% and U5(. (.ace Medical (ioup, Inc , a piimac) annuities and pledges iecet\ able \^ hich iequtie b% donoi 1etititction race and multi-tipecialt% phNvcian partite rucpucation the in etitment of the colputi to pecpetuit\, net appreciation on true Jpnn"nted te,nrtdr and drj),ufill cnral atrrigrtne, 5putnuted tetieatrh endu\^ment and onl% the income be made a%adable tut piogcam agceementti Iecogntze ce\enue as it is calmed thiough e\pendttuce to operation to accoidance \^tth donut cetituctionti and gifts \^hich ha%e accoidance \^ ith the agreement An% funding term ed to ad%.lore been donoi stipulated to pio%ide loans to students ace included to of e\pendttuIe is Iecoided as cetundable ad%anceti L)epactmental net pecmanenth cetitncted net assets assets Include gifts to the unn entt% and its %auuuti schools and depact- Other accounting policies. mentti The unnentt% has determined that an donut-imposed cetituc- tion 0fgi is tut cullent uc de%eloping program and actntties ace (.ash eyut%alentti consist ofhtghl liquid in%etitmentti \^tth olgtnal genecallN met \^ttlun the operating c%cle of the unt\entt% and, thece- matuittieti of three inontln of less The unt%eititt% lias classified all. tuce, the unn ecvt\ s polic% is to cerucd these net assets as uncetitucted cash and cash eyunalentti as Le%el I financial intitcumentti Inteinall% designated net assets aie those \^htch h.t%e been applopit- In%etitmentti ale stated at tan %alue Net appreciation (depredation) ated b% the Board of Tiutiteeti of designated b% management III the tall %alue ofin%etitmentti, \^hich consists of the realized gains uc I'nr prnded plant and deter "ewrcr funds Unexpended plant and debt losses and the unicalized appreciation (depreciation) on those tn%etit- seutce net assets include gifts and income calmed on unexpended bal- mentti, is tiho\^ n to the Con oltd.rted Statement of Actn ttieti Realized ances tut capital piojectti \^hich ace cullentl% under runtitcuction and gains and losses upon the sale oftn%etitmentti ace calculated using the tiara en tiom the operating budget to fund the debt seutce Ieyuue- specific Identification method and trade date mentti tut outstanding bonds, notes and moitgageti pa%able The unt- Altecnatne tn%etitment holdings and cectatn other limited pactnectihip % entt% tullo\^ ti the polic% of li ting the cetituctionti on contubutionti Inteletitti ace tn%etited to both publich traded and pii% atel% o\^ned of cash uc other assets term ed tic the acquisition oflong-h% ed assets secuiities The tau %alueti ofp11 ate tn%etitmentti ace based on estimates \^hen the cetituction ace fulfilled of the assets aie placed to tieutce and au mption of the general pactnen uc pactnectihip %aluation Com- mittees to the absence ofceadth detecnunable mallet %alueti Such C'irmcritp of Souther,, Califi rl!h 2013 FINANCIAL REPORT / 29

Notes to Consolidated Financial Statements

Note 1 (continued) Foi the %eac ended June 30, 2013, the Linnecvt% recognized accie- \aluation genecall% cetlect discounts tut illiqutdm and convdec tion e\peme related to the conditional asset letuement obligation \diiableti such as financial peifoimance ofimetitmentti, recent sales of appio\imatel S5,209,000 Foi the %eac ended June 30, 2013, paces oftn\etitmentti and other pecttnent infoimation the unnentt\ settled asset cetuement obligations of appcu\imateh $1,317,000 As of June 30, 2013, included to the Con olicLited In%entoiteti aie %.ilued at the 1o^%ei of cost (tiitit in, tiitit out) 01 nLUket Balance sheet is an asset ietuement obligation of $l()4,841,()()

The unnentt\ cecet\es federal ceimbunement tut a poition ofthe Gatti tiom donors, including contubution cecet\ able (unconditional costs of its facilities and equipment used to oiganized tiputnoied piomneti to gt\e), ace cecucded as cn enueti to the Neat cecet\ed Gifts cetieacch The Office of Management and Budget, (.uculac A-21, ace %alued using quoted maiLet piices, maiLet paces Cot similai assets, establishes pitncipleti tai deteinuning such ieimbuitiable costs, iequtueti Independent appianah, ui b% unto eititt% management (-onutbutionti confoimit of the li% es and methods used tot tedecal cost ceimbuctie- cecenable ace cepoited at then discounted %alue using nedtt-adlutited ment accounting and financial cepoiting pucpo eti The unnentt% s hoii0 tng cateti and an allo ance tut amounts estimated to be uncol- policies and pioceduceti ace to confoimit ^%ith these piincipleti lectible is pco%ided Donoi-cetitucted gifts, %%hich ace cecened and either spent, uc deemed spent, %k ithtn the same Neal, ace cepucted as Student tuition and fees ace cecucded as cenenueti duung the Neat the uncetitucted ce\enue Gtttti of long-lied assets %%ith no donut-imposed related academic seutces ace cendeced Student tuition and fees cecet\ed time cetituction ace cepucted as uncetitucted cn enue to the Neat to ad%ance ofseutces to be cendeced ace cecoided as defeued ce%enue iecet\ ed (;tits ietititcted to the acquisition ui contitiuction of long- The unnentt\ s spht Intel et agceementti ^%ith donor consist piull.mb. In ed assets of ublect to other time of pucpo e cetituction ace cepoited ofgi t annuities, unitcutitti, pooled income funds and life estates Foi as tempoiaul% cetitucted ce\enue The tempoiactl% cetitucted net assets uce%ocable agceel entti, assets contubuted ace included to the unnecv- cewlting tiom these gifts ace celeatied to uncetitucted net assets %k hen t% ti tmetitmentti and stated at Can %aloe (-ontubution ce%enue is cecog- the donut-imposed cetituctionti ace fulfilled uc the assets ace placed to nized at the cLite each tiutit is established aftei cecoidtng liabilities tut the seuice Gtttti cecet\ed tic endo ment in etitment ace held to pecpetu- actuauall\-detectill ned pietient %alue of the estimated tutuce paNmentti it% and cecucded as pecmanenth cetitucted cn enue to be made to the benetici uteti The actuarial 1tabtltt% is discounted at an appcupuate rnL-adllist ed late at the inception of each agreement and Health race seutces ce%enueti included the net patient seutce ce%enueti associated ^%ith the Keck Hospital ofU)(., U)(. Noun Cancer Hos- the applicable actuarial moit.iltt% tables Discount iateti on split-tnteietit pital and U5(. (.ace Medical Group, Inc Net patient seutce ce%enue ag eementti range Ciom 3 0^., to c) 5"., The liabilities ace adjusted timing cepoited estimated net realizable amounts tiom patients, thud the term of the tiutitti tut changes to the tau %alue of the assets, acne- is as part) pa)oiti, go%einment piogiamti and other to the period to %% loch tion ofdtticountti, and other changes to the estimates oftutuce benefits sea ices ace pco\ ided The majoiit of the health race sea ices ace The %aluation tullo ed genecall accepted actuactal methods and %kati rendered to patients %kith commercial 01 managed Care tnwiance, 01 based on the cequtcements of FA )B A5(. 958 The Annutt% 2000 under the tedecal Medicate and (.alttucnta State Medt-(.al piog ann Moitaht% Table and 1o)83 Indntdual Annum Moitalth Table tut males Reimbuctiement tiom these %auouti pa%un is batted on a combination and females %%eie used to the %aluationti Fur split inteietit agieementti pio pecti eh detecnuned cateti, discounts tium chacgeti and httituu- related to the State of Watihington, the unn entt% holds a Certificate of cal costs Amounts term ed under the Medicate piogcam ace tiublect of E\emption issued b% the State of Washington ti Office of 1n ucance to cetioactt\ e settlements based on ce%ie%% and final detecmtnation (-o miiti ionec to issue chautable gift annuities The unnenth has b% piogcam intecmediaueti of theca agents Pi o%i ions tut contactual been to compliance %%ith Rey ned (.ode of Washington 43 010(6) adjutitmentti and ietioactt%e settlements related to those pa) oiti are throughout the time peiiod co%eced b% the financial statements armed on an estimated basis to the peuud the related set% ices lie The unnentt\ has cecoided conditional asset cetuement obligations cendeced and adjusted to tutuce peuudti as additional intucmation associated ^%ith the legall% cequued cemo ail and disposal ofcectatll becomes Lno n uc as final settlements ace detecmtned Health hazacdouti mateualti, pcmiauh asbestos, pietient to our facilities When race seutces le%enueti also include the cenenueti associated %kith tile an asset cettcement obligation is identified, the unto ectitt\ cecoidti the piotetitiional seutceti agreement %%ith the (.ount% cat Lott Angeles Can % aloe of the obligation as a liabilth The Can % clue of the obliga- Allo^%anceti tut doubtful accounts ace batted upon management ti Assess- tion is also capitalized as piopeit), plant and equipment and then ment of httituucal and expected net collections convdeung hi tuucal amuctized 0% el the estimated cematntng utietul life ofthe associated business and economic conditions Peuudicall thioughout the Neat asset The Can %alue of the conditional asset cetuement obligations %%ati management assesses the i iequac% of the illo%%anceti tic doubtful estimated using a piobabilit% %%eighted, discounted cash tlo model accounts batted upon httituucal %% ate-oft e\peuence The cewltti of this The pietient %aloe oftutuse estimated cash t1o ti %%ati calculated using in tnk are then used to make anN modifications to the allo ance tai the ciedit adlutited, intecetit late applicable to the unnenth to oidec to doubtful accounts detecnune the tau %alue of the conditional asset cetuement obligations 30 / 2013 FINANCIAL REPORT Llnicrtt)' of Soutlu'nt C,tlt/nMt

Notes to Consolidated Financial Statements

Note 1 (continued) Sc(ountill Guide Inve}tment Companies) Ac( oi ding to this guid- The piepaiation of financial statements to Confoinum sstth account- ance, to cu cunntances to ss hich NAV pet shale of an tnt estment is ing piinciples geneiall% accepted to the United States ofAmeuca not deteiminatn e of tau t aloe, a iepoiting entit% is peimitted to esti- iequnes management to male estimates and assumptions that affect mate the tau taloe of an tntestment to an tntestment fund using the the repotted amounts of assets and liabilities and disclowte ofcon- NAV pet shale of the intestment (oi its equnalent) sstthout tuithei tingent assets and liabilities at the date of the financial statements and adjustment, if the NAV per shale of the tnt estment is determined to the repotted amounts oftetenues and e\pemes duttng the repotting accordance ss ith FASB A5(. 946-10 as of the iepoiting entit\ s mea- period Actual results could differ tiom these estimates sutement date Accoidingl%, the Limnenm uses the NAV as repotted b% the mone% manager as a piactical e\pedient, to detetnune the The financial statements include ceitatn plot-\eat summattzed tau talue ofintestments to intestment funds sshich (a) do not hate a compaiattte intoimation to total but not b% net asset categoi% Such ieadth deteiminable tau taloe and (b) eithei hate the attubutes ofan tntutmation does not include uflicient detail to constitute a ptesenta- tnt estment fund of piepaie then financial statements consistent ss ith tion to confoinut% sstth accounting principles generall% accepted to the meawtement punciples of an intestment fund At )one 30, 2013, the United States ofAneuca Accoidingh,such intutmation should the tau taloe of all such tnt estments to tnt estment funds has been be lead to conjunction ss ith the urn enm s financial statements tut deternuned b% using NAV as a practic,il expedient the %eai ended June 30, 2012 tlom sshtch the ummauzed financial tntutmatton ssas detned (.ettatn ieclassi ications hate been made to Additionall%, to accordance ss ith Accounting 5tandaids Update sunmiauzed financial intutmation tut compatatne purposes ( A5U ) 2009-12, the unit erstt% considers set er,il additional factors to apptopuatek clasvhIng the tntestment funds to the tau talue hiet- The urnentt% applies the plot nton of FASB A5(. 820, Fail Value ar.hv An investment to gener.ilIv (l.tssttied is Level II if the urn etstn• Mea uiements, sshich defines tau talue as the e\change puce that has the abtlth to ss ithdtass its tm estment ss ith the tnt estment fund at ss ould be iecett ed tut an asset of paid to tiamfei a ltabilth (an e\tt NAV at the measurement date An tntestment is geneiall% classified puce) to the puncipal of most ad%antageous mallet tut the asset of as Level III if the unn erstrs does not hn e the ability to setthdtass- its Itabilth to an oideil tiansaction bets een mallet paiticipants on the tnt estment ss ith the tnt estment fund at NAV, such as tnt estments to ineawreutent data closed-end funds, side pockets, of funds mill suspended sstthdtass- als imposed If untvetsity cannot withdraw its investment with the The tullosstng descubes the htetatch% ofinputs used to meawte tau the tut estmeut funds at NAV ss lien such lit estmeut is subject to lock- t,ilue and the pi mat% taluation methodologies used b% the untteisth up of gate, of its ss tthdtass al peuod does not coincide ss ith the unt- tut financial tmttuments mea lied at tau talue on a iecutung basis t entt% s measurement date, the urn etvt% convden the length of time The three Ietels of inputs are as tollosss until the tntestment sill become redeemable to determining sshethei • Level I - Quoted paces to Actts r ut ukrts tut idrnttc.il Is'et' oc the tau talue mea uiement of the tnt estment should be classified as a liabilities Let el II or Level III fair talue measurement

• Level Il - Inputs uthec than Lcvel I that ate obsenable, eichec Tn Mt}^ 2'01 I, the FASB issued ASU 2' )11-04, which tmends ASC duectl of tnduecth, such as quoted paces tut vnulat assets of lia- Topic 820, Fan Value Measurement The amended guidance changes bilities, quoted paces to mallets that ate not icti% e, of other inputs the wotdtngg used to de,cttbe ni nv tequuemruts nndei G 1P tot that ue obseuable of can be couoboiated b% obseuable mallet meawung tan t,ilue and tut disclosing intutntation about tall t,ilue cLita tut substantial) the same tetra of the assets of liabilities meawtements AddittonallN , the amendments clash the FASB s intent about the application of existing fill t.ilue measurement requirements • Level III - Unobsets-. ble inputs that ue supported by little or no The guidance plot ided to A5U 2011-04 is ettectn e tut inteum and mail et actn th and that ate significant to the tau talue of the assets annual peuods beginning aftei L)ecembei 15, 2011, and is applied or liabilities piospectnel The unneism adopted A5U 2011-0 4, ettectne Jul 1, A financial tmttument s categottzation ssuhin the taluation htetatch% 2012, and such adoption did not hate a mateual effect on the unnet- is based upon the loss est let el of input that is significant to the tau sth s tinanctal statements talue urea uiement In October 2012 the FASB issued ASU 2O12-,)5, Statement of Cash The unnentt% applies the authoutatne guidance contained to FASB Flosxa (Topic 23u) Not-tot-Piofit Entities Classtticicion ofthr Sale A5(. 820-10, Fan Value Measurements and lltsclosuies, tut estmiat- Ptuceedc oCU nited Fii aoct,cl Assets to the Statement cif (:.ish Flu vs tng the tau t aloe of int estments to ant estment funds that hat e calcu- t comcnsus of the FASE Emcigcng Issuc} Task Fotccl which Intends lated Net Asset Value ( NAV ) pet shale to accordance sstth FASB the standards tut piepaung the statement of cash floss The A5U AS(- )4(-1 U, Ftu,iuctd S,i cc,s-IncuttuuUt Cjumpouts ltouuuiiv IequneN.i nut-loc-ptotit ( NFP") to clnsttp cuh Iecetpts built the Nile the lmeiuan Iustirttte of(_ernfied Public Ac,ount,tnt. Audit and of donated financial assets convstenth ss ith cash donations iecen ed if Umvcrrt)' o% Southcnt Crc1if1 ri to 2013 FINANCIAL REPORT / 31

Notes to Consolidated Financial Statements

Note 1 (continued) those rash Ieceipts ^%ere Cl um the bale of donated financial assets that pio\tded in A5U 2012-05 is ettecti%e tot interim and annual reporting upon receipt %%eie duected %%ithuut an NFP-imposed limitations tut peuuds beginning after June 15, 2013 The Linn entt% has decided not bale and %% ere cons eited neail% immediate1 to cash The guidance to ear1% adopt A5U 2013-()2

Note 2

Accounts receivable (in thousands).

U S Cover nnlent $ i0 °01 St'irient and other net of ,^Ilovv,^n^e for rio,ihtf,il ^rro,ults of $7 98 91 08-1 Patient rare net of aIlow-wanre for rio,ihtf,il acco,ints of $34 365 'OE 575 $325,558

Note 3.

Investments ( in thousands) Cost Fair Value Equities $1184 678 $1351190 Fi.e1 income ser,nities 1 '18 3D8 1 198070 Altelntive investments Hera}e hinds 51 18' 7O' 348 PI ivate capital 1 1 i9 317 1 105 164 Real estate 'and other '84 514 '154 21 Assets he1r1 by other tr istees 121 370 D5 i42 Total $4 , 465,369 $4 , 708,535

The folio^%ing table summarizes the financial instruments carried at tau %alue as of June 30, 2013, b% the A5(. 820 %aluation hterarch% defined abo%e

Level I Level 11 Level III Total

I llyc st lllrll t5 Equities $1 0 20 167 $267542 ¶53 481 $1 351 190 Fi.eri income seen ities 211 151 973 550 10 259 1 198 070 Heri}e fiinris 70' 348 70' 348 PI ivate capital 1 105 164 1 105 164 Real estate ,311x1 other -115 4-11 -115 4-11 Assets held by other tr istees D5 i42 D5 i42 Total investments $1,234, 318 $1 , 241,202 $2 ,233,015 $4, 708,535

The tollo tng table wntntauzes the unt\ eisit% s Le%el III reconciliation of tmestments fur the %ear ended hone 30, 2013

Bal,anre at J,ily 1 2012 $' 053 035 Net real-PA }airs 145 014

Net ijnleahzeri 5aills 77 9-^2

Transfers in i

Pinrhases i29 768 Sales anri settlement, (37, 738) Balance at June 30, 2013 $2 , 233,015

'Ti_ ,_^enw-c'.'1roo"n^^e^_e^ud°^rclx„i^^^-h..^,i,,,^,^,^} ,^;n^ avl'-V Jt3 1fdP_le,c, 11,1, 'n_ ,It^,_cr,yo'^_^i .n^^^ tr 32 / 2013 FINANCIAL REPORT C'ill I'mlt)' of Southcrlt C,11if1 ri lac

Notes to Consolidated Financial Statements

Note 3 (continued) The unI e1 it\ uses the NAV to deteimine the fill %alue of all the undeiktng tn%estments ^\htch (a) do not ha%e a Leadih deteinunable fill %alue and (b) piepaie then financial statements Consistent %\tth the meaw1ement p1tnciples of an in%estment Compam uL ha%e the attubutes of an in%estment compam The follu%%ing table lists in%estments in other in%estment companies (in paitneiship fiiniat) b% mal01 categol%

Redemption Fair Value Redemption Restrictions and Category of Determined Unfunded Restrictions Terms in Place Investment Investment Strategy Using NAV Commitments Remaining Life Redemption Terms and Terms at Year End Assets Held M1,,_rllnnr^lus ill s5 x12000 Nnt ARRII,_nLlr Nnt Appli,_nblr R-j,IllRtIP-,I1, Nnt AR(,h,_nLlr Nnt Appli_nLlr by Other In''r',tnlrnt, hrHJ nlr not (,rlnutt'd Funds ut' IJr IJSC Jul In6 till ifr IJS[- hn, of thr funJ

nY, nlJ t[Yll IN thr fund

Distressed IJS and Nnm IJS $Es 550 000 $11 J80 000 Appr l,iriintrlv, R-1,111RtI n, Nnt ARRh,_nLlr Nnt ARRII,_nLlr Obligation Di tl--] Debt 1 lrnl', nlr r t prlnutt'd Partnerships Sr,_ul Itlr', LILII1116 thr ifr of thr fund

Equity Funds IJS and Nnn IJS h2E7 542 000 Nnt Apflh,_nblr uprn End-] M1111111un1 Nnnr Nnnr ELlulty Sr_ul Itlr', Mclnthly

Hedge Funds IJS and Nnm IJS $702 J48 000 h1J 500 000 98 4 o If NA`% Rnn6- LrN-n 20°o of NA`; Nn r " tnlrnt, In hn, nn CIprn rnJrJ nlnnthly r ] r11ptnm v, CI_I Id LIP Rrlntl""r `;Whir Iifr 1 -1°o of NA`; with 90 ]nv^ r tl_r f r IIVnnth, ETilt Dr i"11 Will Lr II1ILII1I,'7t11I JLWlt,l V I -Ir111pt1-111 47"o nf NA'% I, Lnll6 Shalt nnl 1 -1 14 mid With LIP b'1 00 Jn\„^ CI_I Id LIP fCll ,nr jj D11 e tP-,Ml 0 2"o nf NA'i ^, ill IYItle Se1111 ,'1I111Lifl 1 I Id

c tl,ntrk l- Lr II1ILII1I,'7t11I 0111 I"Ir111ptHfl With of NA'% 1, In II "I ,n]VII,fl L1I1d,trlI11IM- EC IYltl_r ,n fl1 LIP fC,l ,'1I111Lifl I r1Ir111ptIP111 th,nfl 1\-m With LIP b-1 180 lCtlr

Natural IJS and Nn in U hJ815E8 000 h9F 428 000 Appin,Inlntrly RrJrnipti n Nnt Appliinbl, Nnt Appli_nblr Resources rn'r',tnlrnt, In E lrnl, nr not (,rlnutttrJ Partnerships Up tlrnnl Mid tlrn nl Jul1116 thr lfr nn1 Di nbtr nr11 CIf th fLiflJ N,ntLll ,n R-CILII 111""tlllrllt,

Other Funds IJS and Ann IJS $12F1 000 Ant Appll,_nLlr Ciprn End-] Mnnthly Ann, Ann, n""tnlrntb In S _ul Itl- i Ithrl than EIlulty nnJ Fi r Innn11r

Private Capital IJS and Nam IJS $FF00-lF 000 'J,17E s 9 000 Appr l,iriintrlv, R-1,111RtI n, Ant ARRII,_nLlr Ant ARRII,_nLlr Partnerships Pri''ntr ELlult\ nfJ 1 lrnl', nlr not prr liutttrJ `i ntulr Capital JuIInE thr lfr 111""tnlrntb of thr fufJ

Private IJSn11JNn IJS $180052000 $75 5E0 000 Appin,Ililntrly RrJrl11ptilb NntAppll_nblr NntAppli_nblr Real Estate Rrnl EM t, 1 lrnl', nr not prlniutttrJ Partnerships Jul In6 till lfr of thr funJ

Total $2,391,709,000 $376 , 217,000 Umvcr^ity of Southcnt Ca1if1 rin 2013 FINANCIAL REPORT / 33

Notes to Consolidated Financial Statements

Note 4

Property, plant and equipment (in thousands)

Land and improvements $145295 E iilriin}s anri improvements 2 859 242 E iilriiIl s ^inriel capital leases 50 595 ETiipment 541 954 Library hooks anri collections 274425 Conshuchon in Pro}less 3104 2 4 '0' 044

Less Acc im il,;ter1 depreciation 1 664 142 $2,537,902

Note 5

Bonds and notes payable (in thousands) Interest % Maturity a1 o'nia Ed,I-3ne,i31F?c''1,e;4uthn; 'tvC'-EF-a) Peie'tic Eo'id;andNnte- Series .?OO3E 5 G0 2014 2016 $1 590 Plen1iiin1 227 Series 2OO5 4 25 5 OO 2D14 2C29 62 1O0 Plemi im 2 Oi0 Series JOO7A 4 50 4 75 J011 JO38 257 085 Plemuim -1114 Series JOO9A 5 CO 5 25 20V) 2040 217 505 Disco jilt (835 Series JOO9E 5 CO 5 25 J039 2040 197 900 Plemuim 2 904 Series 2OO9C 5 25 JO 25 8' 305 P1 pill I, r] 6 712 Series .?O121A 5 00 .?O.'4 41 595 Plemuim 10 51

'J, n•t,--I tl' _1 SC bt1r1II(-WC ' uaB,IJs Series 1990 58 7 5 25 J011 2019 8 585 Disco, int (17 Series 2011 5 25 2112 i00 OOO Disco mt (2639 )

-al fa',io rockasP uctur Rey e,jue Eo ds USC (USC - Soto S±, eet -lealth Scie i s) Series 2010 3 00 5 00 .?011 -103-1 i4 570 Plemuim i 2 2

Notes Payahle 4 00 5 50 J011 2015 44 40i 1 J7310b Less it lent Portion of or} term dcht 10855 $1,262,251

Piincipal pa%ment iequuements [elating to bonds and note pa%- June 24, 2010 to inciease the ie\ oking line of credit to $200,000,000 able, after gt%tng effect to Iefundtng, tot the ne\t fi % e fiscal %eats On Apttl 19, 2013, a thud amendment ^%as agreed to e\tend the ate apptu\1111ateh 2011 $10,h55,000, 2015 $22,120,000, 2016 matuuh date to No%ember 30, 2016 The line ofciedtt accrues intet- $,515,000, 2017 $26,333,000, 2018 $1,-100,000 est batted on LI13C)R and contains a fee on the unused poition of the line of credit L)uiuig the %eaiti ended June 30, 2013 and 2012, the Interest paN ments tot fiscal Neal 2013 %k ere $61,137,000 unnentt% did not dia%% do%%n on the line ofciedit The line ofciedit On Apul 6, 2001), a $100,000,000 ie\ ul% ing line of credit agreement contains ceitatn iestuctn e co%enants iequued in the agreement %%as implemented %%ith a bank The credit agreement %%as amended on 34 / 2013 FINANCIAL REPORT LIrmcrltp o%S outllcrlt Ccll/ontl c

Notes to Consolidated Financial Statements

Note 6 Financial aid i a^%arded to students batted on need and merit Financial aid does not include paN meats made to students foi seu ices rendered to the unnervt% Financial aid tut the %ear ended June 30, 2013 col its of the folio%%tng (tn thousands)

Undergraduate Graduate Total Instil tionalsrIiolalships $214.'155 $106953 $349118 Endow-veci srhoL iships '4 195 10 686 34 881 E,telnsl firanrialair1 20- 39 90 7 '9466 $286,799 $126,666 $413,465

Note 7 Endo meat net assets are wbfect to the iestuctiom of gttt tmtrumentti iequutng that the puncipal be tn%ested to peipetuit\ and onh the income and realized gains be utilized tut current and future needs Long-term tn%estment net assets (funds functioning as endo meat) ha%e been established fiom iestitcted gifts hose ietiutctions h.t%e been met and uniestitcted gifts %%latch h.t%e been designated b% the Board of Tiutitees of management fur the same Purpose as endo meat The unnentt% also has a beneficial interest to the net income earned fiom assets %%hich are held and managed b% other tiutitees

Endo meat and long-term III% estment net assets functioning as endo meat are ii miartzed as folio ti (tn thousands)

Funds functioning Endowment as endowment Total Pooler1 $2 638 032 $1058 585 $ 3 595 718 Non pooled 95 950 75 677 171 537 $2,733,992 $1 , 134,363 $3,868,355

Pooled tn%estments represent endo meat and long-term tn%estment net assets %%htch ha%e been commingled to a unitized pool (unit market %alue basis) tut puipo es of in%estment The pool is computied of cash and cash equnalents (4 01)".,), equities (42 32"„), tied income Securities (7 74".,), alteinati%e tn\estments (41 112°.,) and real estate and other m\estments (4 83".,) Access to of liquidation fiom the pool is on the basis of the market %alue per unit on the preceding monthh %aluation date The unit market %alue at June 30, 2013 %%as $570 41

The Board of Tiutitees has interpreted the Untturm Prudent Management of lntititutional Funds Act ( UPMIFA ) as iequtung the pieseu ation of the original gift as of the gift date of the donor-lestucted endo meat finds absent e\plicit donor stipulation to the contrar% As a iewlt of this lilt eipietation, the unt\ eititt% classifies as peimanenth ietiutcted net assets, (a) the ougtnal %ahie of gifts donated to the peimanent endo went, (b) the original %alue ofwbsequent gifts to the permanent endo meat, and (c) accunwlationti to the permanent endo meat made to accoi- dance %k ith the direction of the applicable donor gift tmtrument at the time the accumulation is added to the fund The remaining portion of the donor-restucted endo meat fund that is not clati ified to permanenth restucted net assets is classified as tempoiaul, restucted net assets until those amounts are appropriated fur e\penditure to a manner con i tent %%ith the stand.ud of prudence piescubed b% UPMIFA In accordance %%ith UPMIFA, the unnentt% convdeis %auuuti tactoi to making a determination to appropriate ur accumulate endo meat tundti including duration and pieseuation of the fund, economic conditions, effects of inflation ur deflation, expected return on the tundti and other economic ie ouices of the um\eitith

Endo meat net asset composition b% t\pe 0f fund as of)une 30, 2013 (tn thousands)

Unrestricted Temporarily Restricted Permanently Restricted Total

Donol I estl irteci enciovvment finds $1197 326 $1 536 666 $ 1 733 992

Eoalci ciesi^nate i r_n ion-vmr_nt hinds $1134 363 1134 363 $1,134,363 $1,197,326 $1,536,666 $3,868,355 Umvcrlty o% Southcnt CaII/ontla 2013 FINANCIAL REPORT / 35

Notes to Consolidated Financial Statements

Note 7 (continued) (.hanger In endo\%nlent net assets tut the \eat ended Jule 30 , 2(113 (in thousands)

Temporarily Permanently U nrestricted Restricted Restricted Total

EI1r1owpie11t net assets at iiIIV 1 ?Cl? $1 (1?7 846 $1 (138 314 $1 4 -^! 773 $3488 933

I IIVestnlerlt I eti ][I] Investment Income 55 707 540 55 47 Net applerlahon 110 415 228246 338 661 Total investment return 176 , 122 228 , 246 540 404,908

Gifts anri transfers '6139 113 i5i 13949? Appropiiation of enciov-vment assets for e-pencilhne (95 744) (69 '34) (164978) Endowment net assets at June 30, 2013 $1 , 134,363 $1 , 197,326 $1,536,666 $3 , 868,355

Endo\\ ments classified as peimanenth iestucted net ass ets a nd tempo- The unr\enlt\ has adopted endo%% ment In\estnlent a nd spending i.u.A% letitllcted net a ss ets aie to be utilized tul the follo% % lllg pulpo es policies that attempt to pio% ide l plecti table stle.un of tllndmg to pio- giants suppoited b\ its endo%% ment \\hlle seeking to maintain the put- Permanently restricted net assets (in thousands ) chasing po%% el of endu \\ nlent assets Under these policies, the tetutn The poition of perpetual endo%%nlent funds that is ieyuiied to be ohjectr\ e tot the endo %% nlent assets, nleasuied u\ei a full nlaiket c%cle, ietained peimanenth eithei b\ e\pllclt donut stipulation of b\ shall be to ma\muze the ietuin against a blended Index, based on the UPMIFA endu\\ nlent s target allocation applied to the applopuate mdl\ldual henchnlatla The unr\ etvt\ e\pects its endo%% nlent funds o\ei time RrStI I('t r_`^ for S^I10 315111 ^1 Sil^1 X101 t ^ j7^^ ^^^ to p1o \ lde all a \ elage late of let11111 of applo11111ate1\ h (W., allllll.lll\ Rpstl lctr_`d for fac,11ty S'jppOlt -^O -^ 367 Actual ietu ins in an% g1\ en \ eat Ina% \ a l% ti olll this a lliou nt Restllrter1 for plo}lam s'ippolt 798 705 Total endowment assets classified To aclue% e its long-term late of ietuin ublectl \ es, the unl\ enlt\ as permanently restricted net assets $1,536 , 666 tell es on a total tetutn sttateg\ In \\hlch 1n\estnlent tetutm ate aclue%ed tluuugh both capital applecla tion (leahzed and unle.illzed gains ) a nd cuiient \leld (Inteiest and dr\Idends ) The Limnenlt \ targets Temporarily restricted net assets ( in thousands ) a dl\ espied asset allocation that places gteatet emphasis on eyult\- The poition of permanent endo\\ meat funds tiublect to a time batted In\ estments to achle\ e its long-term ohjectr\ es \\ ithin prudent iestuction under UPMIFA lick consttalnts

Restricted for srholsuhip s Ippolt $ 288 334 The unr\enlt\ utilizes a spending rule tut its pooled endo \\ nlent RestsIrted for far,Ilty s'Ippolt 40 348 The spending tole determines the endo\\meat income and ie.illzed Restricted for plo}lam s'ippolt 506 644 gains to be distubuted cunentl\ tut spending \\ Ith the pi u\IVUn that Total endowment assets classified III% amounts remaining aftei the distubution be tiantifeued and tell)- as temporarily restricted net assets $ 1,197,326 \ ested In the endo\ \ nlent pool as tunds functioning as endo\\ nlent

Foi the 2013 fiscal \eat, the Board of Tiutiteeti ippio%ed cuiient dis- Ftun1 time to time, the tau \alue of assets associated \\Ith Indr\Idual tubution of 100°., of the pilot \ eats pa\ out, \\ Ithln a minmwm of donut-iestucted endo\\nlent funds nla% fall belo\\ the \alue of the 4"., and a nla\imum of6"., of the I%eiage mallet \alue tut the pie\1- initial and subsequent donut gift amounts (deficit) When donut uuti 12 calendar yuattels Under the pto\nlon of the spending tole, endo\\nlent deficits e\i t, the% ate classified as a reduction ofunte- $25 42 \\as dntubuted to each time-\\elghted unit tut a total spending titllcted net assets Deficits of thus nature lepoited In urnestllcted net rule allocation of $164,161,000 In\ estment income amounting to ay,ets \\ ere $811,520,000 a of June 30, 2013 These deficits iesulted $10 05 pet time-\\elghted unit \\ as earned, totaling $864,')10,000, and trim unta\ citable nlaiket fluctuations that occulted shoitl\ aftei tile S99,271,000 \\as apploptlated tut rut tent opetatiom trim cunlulatr\e In\estment ofne\\1\ established endo\\nlents, and authoilzed appto- gains of pooled In\ estments Endo\\ ment pool eatnings allocated tut ptlatlon that \\as deemed prudent spending in fiscal \eat 2013 iepiesent 4 44°., of the mallet \alue of the endo\\ ment pool at June 30, 2013 36 / 2013 FINANCIAL REPORT ('ill I'mlt' of Sout erlt Ccll/ontl c

Notes to Consolidated Financial Statements

Note 8 At June 30, 2013, the unnenth has adopted the Iequued discio uies under A5U L)i cio uies about the Credit Qualm of Financing Recel abler and the Allo ante tut Credit Losses According to this guidance, the unneism is Iequued to disclose the nature ofciedit ii k inherent in the poitfoiio of financing Iecel abler, its anahvti and assessment in aiming at the allo%k ante tut ciedtt losses (doubtful accounts), and the changes and tea on tot those changes in the allo ante tot ciedtt losses

Long-tetra financing Iecel abler as of June 30, 2013 consist of the follo^%ing (in thousan is)

June 30, 2013 Financing Allowance Receivables, for Doubtful at Gross Accounts Net Per bins loans $53448 $53448 University st'irient oans _1_1 735 ($b081) 16654 Other st irient loans 14 8k? 14 8k? Total student loans 90,995 (6,081 ) 84,914 Fay ilty and other oans j0 53b j0535 Total $121,531 ($6,081) $115,450

Management tegulail) assesses the adequacy of the allu^%ance tut credit losses b) peifi ii ung ongoing e%aluation of the student loan poittbho, Including such tactoi as the differing economic ii L associated %%ith each loan categoi% , the financial condition ofspecttiC hoi o eis, the eco- nomic emnonment in %%hich the hoii0 eis operate, the le%el of delinquent loans, the %clue of am Collateial and, %% bete applicable, the e\istence ofam guarantees ut indemnifications The unnenth s Perkin iecenable iepiesents the amounts due fiom cuttent and former students under the Federal Perkin Loan Piogiam Loam disbursed under the Federal Perkin Loan Piogiam ate able to be assigned to the Federal G0%einment In ceitatn nun-repayment situations In these situattunti the Fedeial poition of the loan balance is guaianteed Included to other loans ate loans related to the Federal Health Pi o eti tonal Student Loan Piogiattt ( HP )L ) and Loam Cot L)i ad%antaged Students ( LL)5 )

Factoi also Convdeied b% management ^%hen pet tutming its assessment, in addition to general economic Conditions and the other tactun descubed abo%e, included, but %%eie not limited to, a detailed ie%ie%% of the aging of the student loan iecenable detail and a ie%ie%% of the default late b) loan Category to CompaLi on to piioi ) eais The le% el of the .dlo%% ance is adjusted batted on the ietiults of managements anal) sir It is the unnentt% s pohc\ to %%ute off a loan onh %%hen it is deemed to be unCollectible

The tollo ing table illustiates the aging anal%sis of iecet\ables as of June 30, 2013 (in thousands)

1-60 Days 61-90 Days > 91 Days Total Financing Past Due Past Due Past Due Current Receivables Per bins loans $1 784 $386 $6 789 $44489 $53448 University st ident oans bbl 185 10 0'7 11 856 22 7i5 Other st'irient loans 915 509 1 i 388 14 8 2 Total student loans 3,366 571 17,325 69,733 90,995 Fay ilty and other oans j0 535 j0 535 Total $ 3 , 366 $5 71 $17 , 3 2 5 $ 1 00 , 2 69 $ 121, 53 1

Considering the other tactoi alteadN discussed hetem, management Con mden the allo^%ance tot ciedlt losses to be prudent and iea unable Fuitheimoie, the inn etvt\ s allo ante is general in nature and is a%atlable to abwtb losses Ciom an loan categoi% Management belie%es that the allo\\ance tot ctedtt losses at June 30, 2013 is adequate to ab oib ctedtt losses ltilieient to the poitfolmo a of that date

As pact of the piogiam to attract and retain e\emplai% tacult% and senior start, the inn eism pi0 ides home moitgage financing assistance Notes iecei%able amounting to $30,536,000 ^^ eie outstanding as of June 30, 2013 and ate Co lateiallzed b% deeds of ttutit No allo ance tut doubtful accounts has been ieCoided against these loans based on then collateialization and pilot collection hi toi% At June 30, 2013, there ^^ ere no amounts past due under the tacult\ and stafioan pio aui C'irmcr( tp o% Sout crii Califs nt(a 2013 FINANCIAL REPORT / 37

Notes to Consolidated Financial Statements

Note 9 Note 12 Unconditional pious eti ace Included to the consolidated financial Retirement benefits tot eligible emplo% eeti ace pi o\ ided through the statements as pledges 1ecenable and Ie%enue ofthe ippiopctate Teachen Inwcance and Annum Association and the College Retirement net asset categoiN Pledges ace Iecoided after discounting using cateti Equities Fund, The Vanguard (coup, A1( SunAmeura, Fidelit% Im etit- ranging ti0111 1°., to 6"., to the pietient %alue of the tutuce cash tjo^ks mentti and Piudential Financial Under these defined contnbution plans, the unt%entt\ and pLin pacticipantti make contubutionti to purchase tndt- Unconditional pcunuseti ace expected to be realized to the fi llo ing %idual, tied of %actable annuities equt%alent to cetuement benefits earned peuudti (tn thousands) ui to participate to a % uiet% of mutual hinds ui commingled hinds The

I n one year of less $1 ' i '93 ,,nn ec,,tt\ makes a 511. non-elects e contubution to all eligible emplo% eeti

Between one yeas anr1 five years ,85 oil and also matches dollar tut dollar the fist 5°., of the eIIIplo % eeti contu- More than five years 249 575 butiom Nn^ lh hued emplo% eeti on of aftei )anuai% 1, 2012, lll ha%e the untoecvt\ non-electi%e contubution wblect to a four %ear \etiting Less ciisro,int of $121 Q75 of $18 8D7 (139 883 schedule Benefits commence upon tecmtnation uc cetuement and pce- $519,922 cetuement sounuc death benefits ace also pi o\ided Chacgeti to educa- tion and geneial actt\ ttteti expenses tot the unt\ eIMtt\ ti shale of costs Pledges cecenable at June 30, 2013 ha%e the tullo^%tng Ietituction \^ece appcu\miateh $122,129,000 duung the Neat ended June 30, 2013 (tn thousands) Retirement benefits tuc hospital emplo% eeti co%eced under a collectne Endow-vment for riep,aitrnental programs anti activities $234467 bargaining agreement \^tth the National Union ofHealthcace Woikecti Enciovvment for srholai ship 46-13 (NUHW) ate piuuded b% a defined conutbution 401(k) plan through E l lin} construction 1 i5 Q74 Fidelit% tn%etitmentti Until August 2011, the hospital emplo% eeti Departmental Fro}lams anri activities 144 758 co%eced under a collects e bargaining agreement \^ ith (.NA \^ ere also $519,922 co%eced under this 401(k) plan Under the defined contubution plan, pacticipantti make contubutionti to purchase a %auet% of mutual funds Note 10 The Linn entt\ makes its contubution follu\^ ing the end of the calendar E\ecuted contcactti, giants, uhcontcactti and coopecatne agceementti %eat and matches 100°., of the pacticipantti contubutionti up to 3"., of tuc tutuce tiponwced cetieacch actt\tt% ^dilch ace not reflected to the eligible earning pio% iding the participant \^ as emploN ed on the last daN con olid.rted financial statements at June 30, 2013 ace ummauzed as of the calendar % eat Ettectn e Ma% 2012, the Linn ecvt\ match contnbu- fo11o (tn thousands) tion \^ati tnneased to 4°., tot NUHW pacticipantti In addition, the unt- %ecvt% makes a 1°., cetuee medical benefit contubution to all NUHW C'nient sponsored an-wards $450181 pacticipantti \^ ho \^ ere both emplo% ed on the last da% of the calendar Lei iteri }cants arms contracts for f it ne per cis 515117 %eat and \^oiLed 1,500 hour to that calend.u %eac Ettectne )ul% 2013, $975,298 all emplo% eeti of the U5(. Veidugo Hills Hospital ace eligible to pai- ticipate to the 401(k) plan The% cecet\e a dnnetionai% emplo%ec Note 11 mll match of up to 4°., of eligible eacntngti The Linn entt\ contubution is At June 30 , 2013, the unn ecvt\ had cematntng commitments of uhject to a ti%e %eai %etittng schedule although pie%ioutih credited Neaiti appcu\imatel S370,217,000 mth altecnati e tn%etitment managecti tium betuce the acquisition ha%e been ranted o%ec Benefits commence and'uc limited pactnenhipti at age 51W,-, tecnunation ofelliplo % meat, uc cetuement, and pie-cetue- Contractual commitments tot educational plant amounted to ment ui I% of death benefits ace also pi o%ided Chacgeti to education appcu\miatel $146,326,000 at June 30, 2013 It is expected that the and general acts itieti e\pemeti tut the unn entt% s shale of cotitti \^ ere ce oucceti to tiati f these commitments \^ ill be pcu\ ided tiom cectatn appio\tmatel\ $1,144,000 cluing the %eat ended June 30, 2013 une\pended plant net assets, anticipated gifts and'oi debt pioceedti Retirement benefits tut non-e\empt emplo eeti ace pio% ided thiough L)uctng the %eat ended June 30, 2007, the Limnecvt\ entered into a noncontiibutoi% defined benefit pension plan The tullu\^tng table an agreement \^ith the (.ount% of Los Angeles to pio%ide piofeti- sets tucth the plan ti funded status at June 30, 2013 (ln thousand,) ional seutces at LA(-+U)(- Medical (.enter Under the term of the agreement the contact automaticall% cene\^ti on an annual basis unless either past) gi%eti tout Neaiti notice of the teinunation No such notice has been pio%ided b% either pack 38 / 2013 FINANCIAL REPORT ('ill la'rlt)' of Southcnt Ccll/ontl c

Notes to Consolidated Financial Statements

Note 12 (continued) No special accounting tot cuitailmentti, settlements ut let till 11.1tio 11 benefits \^ati ieyuued duung the %eat ended June 30, 2013 Obligations and Plan Assets

Change in Projected Benefit Obligation Assumptions

Benefit ohli}ahon at enmi of pi for year $"4 105 Weighted-a% eiage assumptions used to deteimine net peuodic benefit 3( i Intelest Cost 97QQl cost tut ) ex ended J title Actual ial loss (14 813 Disco int late 4 40°% Benefits Pair1 (b 75 E,Fecter1 let nn on Flan assets 7 50°% Benefit obligation at end of year $ 212,231 Rate of conlpelisahon increase N'A

Change in Plan Assets Weighted-1% etage assumption used to detetnune net %eal-end benefit

Fall vahie of pail assets at rill of pi icr year $14b -150 obligations at J title 30

Artij Ietiu n or pLm assets 12 755 Disco lilt late 4 90°% Benefits paid (b 762) Rate of conlpell,aholl inFlease N'A Fair value of plan assets at end of year $152,264

Plan Assets Reconciliation of Funded Status In managing the plan assets, out ubfecti%e is to be a ietiponvble fidu- Acs inl ilated benefit ohli}ahon at eii of year 231 $212 ctat) \^ rule minimizing financial ii k Plan assets Include a d1% ettittied nu\ of tied Income tiecutttieti and eyutt\ secuutieti ad 0Y a Lange of Piolecter1 benefit ohli}ation at enmi of year ($212 231 tiectoi and le%eh of capitalization to ma\muze the long-term letutn Fan val ie of plan assets at enmi of year 152 264 tut a prudent le%el ofii k In addition to pioducing a iea unable Funded status ($ 59,967) tetuin, the tn%etitment titiatep seeks to minimize the %olatilit% to out e\peme and cash flo\^ The target allocation tut pension benefit plan Components of Net Periodic Benefit Cost assets is 75"., eyutt% tiecuutieti and 25"., tied income tieculitieti

Interest Cost $9 700 As deticubed to Note 1, the Linnentt% uses a hieiaich% to iepoit EDpected Ietilln or pail assets (1(1698 tn%etited assets, including the tn%etited assets of the Plan Follo\^tng is Anlol tlzation of net loss 7 755 a deticuption of the %aluation methodologies used tut assets meawted Total benefit cost $6,768 at fill %alue

Fair Value Amounts recognized in the Statement of Financial Position The Plans inteietit to collectt\e ttutitti is %ahied batted on the net asset Norm )pent liahilities ($59957) %alue intutmation iepoited b% the tmetitment ad%i of The fund is %al- ued at the normal close of tiading on the Ne\^ Yolk Stock E\change Amounts not yet recognized as components of Net Periodic Benefit Cost e%ei% da% the Exchange is open (a 'Business Da% ) Equtt% tiecutttieti Net loss $86 374 ale %clued at the official closing puce of, ut the last tepoited sales puce on, the e\change ut maiket on \^luch such tiecuutteti ale traded, as of Changes in the net reduction to Unrestricted Net Assets the close of business on the W the tie cuutieti ate being %clued of at the last a%atlable bid puce In cases \^heie equity secutttieti ate traded Net }alas ($15882) on mote than one e\change, the tiecuutieti ale %alued on the exchange Anlol tlzation of net loss (7 766) of mallet determined to be the most iepietientatne maiket, \^hich Total ($24,648) ma% be either a tiecuutieti e\change of the o% et-the-counter maiket Shutt term in etitmentti ate calved at maiket %alue The estimated net 1otiti'(gain) and pilot seu ice cost tut the U5(. The methods deuubed abo%e ma% pioduce a tau %alue calculation 5uppoit Staff Retirement Plan that ^%ill be iecognized as components that ma% not be tndicatne of net iealtzable %alue of ieflecti% e oftutute of net pettudic benefit cost u\ei the next fiscal )eat ate $5,822,((0 tau %alueti Fuitheimole, \^hile the Plan bele%es its %aluation methods and $(I, iespecti % eh ale applopuate and consistent \^tth other maiket paiticipants, tile Ilse The plan \^ati amended to fieeze benefit acctualti tut all iemaining of dttletent methodologies ut assumptions to detetnune the tall %alue actt\e union paiticipantti etl-ecti % e L)ecembei 23, 2001), and to pio% ide ofceitatll financial intittumentti could tetiult to a dif etent call %altie 1u11 %etiting tut those patticipatltti tlleatiutetlletlt at the teputtttlg date C'irmcr^ity o% Southcnt Ca1ifi ri to 2013 FINANCIAL REPORT / 39

Notes to Consolidated Financial Statements

Note 12 (continued) A wmmar% of tau %alue mean ements b% le%el tot im estments measuied at Can %alue on a iecuutng bas i s is as tullo ( tn thousands)

Level I Level 11 Level Ill Total Collective Ti ist F,inris Short term investment f rl1 $546 $546 Eq iity sec n ities 113 001 113 081

Fi,e_`1 irironie sec rltles 3053 -38 6-i7 Total $152 , 264 $152,264

Allocation of Assets Contributions The %eai-end ass et allocation , ^%hich appIo\miates the %%eighted- a%ei- No contubution to the pension plan %%as ieyuued during the age allocation tut the Plan assets as of)une 30, 2013 and to rampart - %ear ended June 30, 2013 The Limnentt\ ma% make di cietio nalN on to target percentages for each asset categoiN, is as tullo contubution to its pension plan during the nest fiscal %ear T his ill be ieassessed during the %ear Target at Asset Category June 30, 2013 June 30, 2013 Estimated Future Benefit Payments Short teem investment f'md 0 3°o U° o The tollo ing benefit pa)inents, %%hlch reflect expected tutul e 7 3°0 Eri,iity span ihes 4 75 0° o eu ice, as appiopuate , are expected to be paid (tn thousands) Fi,er1 income ser,nities '54% '50°% Total 1000 % 1000 % Fiscal Year Ending June 30,

?014 $7 97CD

The poittulio is e%aluated annuall%, of \% hen the actual allocation '015 $8585 percentages a re plus ur minus 2"., of the stated target allocation per- '016 $9161 centages (.hanger In pollc% nta% be Indicated as a re alt of changing _I017 $9 000 market conditions ur anticipated changes to the pension plan ti needs '018 $10 401 Piohiblted tianactio n Include III%estment tianactio n piolublted b% 2019-2023 $58486 the Emplo % ee Retuement Income 5ecuiit\ Act of 1974 and s pecula- t h e tn%estments including commodities ur unregistered stock \^ithout specific pilot ippio%al b% the II I % C ommittee 40 / 2013 FINANCIAL REPORT C'Irmcrltp o% Sout erlt CIII/ontl l

Notes to Consolidated Financial Statements

Note 13 The unI el it% is the lessee of %auuuti equipment and space under noncancelable opelating and capital leases Opelatlng lease rental e\pentie tot

the %eai elided Julie 311, 2013 \%.11 .Milli0\ Illlatel\ $31 ,5111,111111 Billie lea ses contained cu toi llaiN escalat loll clauses , % k Irbil ate 111cluded 111 allilllal

aggiegate Illl ilimu111 telltal

Future agglega to nlJnltnu111 3ental pa) lllents under operating and capital lea s es ale as t6110%%1 (Ill thousands)

Future minimum rental payments Operating Capital

79 .014 $ 2 3 _1 $ 3 7 69 '015 20 177 3 825 2015 1752- 3883 2017 17023 3941 2018 15 735 4 000 Theleaftel 138 24 3 81850 '3'981 101 ?58 Less Interest on capital leases (4-1155 Total $232,981 $59,102

Note 14

E\pemes ale presented b% functional clati ification In accordance ^^Ith the o\elall set% ice mission of the unnelvt% Each functional clawtica- tion di platys all e\pemes related to the undeil ing operation b% natural classification L)epleclation e\peme is allocated batted on square footage occupanc\ 1ntelest e\peme on e\telnal debt is allocated to the hinctional categolles ^^hlch ha%e benefited from the pioceeds of the e\telnil debt Plant opelationti and maintenance leplesents space related costs ^dhlch ale allocated to the hinctional categuues duecth and'oi batted on the tiyuale footage occtipallc%

Functional e\peme co n i is of the follo^^ing (In thousands)

Academic, Health Care and Support Fund Raising Year Ended Student Services Services Activities June 30, 2013 C ompensahon $1'96003 $'51035 $25028 $1572057 Fl ip}e benefits 315 856 79 9?9 8258 405 043 CFelatin} e,Fenses 651 707 2b6738 13 224 931759 Cost of }oo 1s solr1 30 784 55 541 85 325 Tiavel 43877 9 293 828 53998

Allocations

Depreciation 121 355 39 789 110 161285

Interest 17 364 45 943 53 307

Plant operations and maintenance 1 4 3 (117 050) 90 7 $2,624 , 180 $601 , 219 $48 , 385 $3 , 273,784 C'irmcritp of Souther,, Califi rin c 2013 FINANCIAL REPORT / 41

Notes to Consolidated Financial Statements

Note 15 Note 18 The Linn eisit% is contingenth liable as guatantut on ceitatn obligations The unnenth has pet tutored an evaluation oftiubtiequent e\entti relating to equipment loam, student and patent loam, and %auuuti through O ctober c ), 2013, ^%hich is the date the financial statements campus oiganization The unnetvt\ iecenes funding ut iemibuttie- %% eie I ssued ment front go%etnmental agencies tot %auuuti actnttteti, ^khich ate Subsequent to the fiscal %ear ended June 30, 2013, the untneititt% uhject to audit In addition, ceitam litigation hati been tiled agatmt acquued U5(. Veidugo Hills Hospital (U)(. VHH) through its the unn eisit% and to the opinion of unn eisit% management, attet tiubvdiai%, U5(. Veidugo Hills Hospital, LL(. (U)(. VHH LL(.) consultation %%ith legal counsel, the ltabtltt%, if ain , for the afoie- The pumat% operation of U)(. VHH is a 158-bed acute rate mentioned matter ill not ha%e a mateual effect on the unt\ eisit% s hospital located to Glendale, (.alttutnta U)(. VHH LL(_ acquiied financial position ceitatn assets and assumed ceitam liabilities to con ideiation of the U5(. VHH LL(_ dttichaiging the outstanding indebtedness of U5(. Note 16 VHH in an amount not to exceed $10,000,000 In addition U5(. The estimated tau %alue of the unto eisit% s bonds, notes and moitgageti VHH LL(_ has committed to making capital imptu%ementti to pa%able ^%as $1,33o),Yi72,000 at June 30, 2013 This Can %alue %% as U5(. VHH to the amount of at least $30,000,000 o%ei the nest Ci%e estimated batted upon the discounted amount of futile cash Outtlo eats The opeiation of U)(. Veidugo Hills Hospital, LL(. \^ ill be using the iateti uttered to the urn eisit% tut debt of the same Iematntng Included III the Consolidated tewltti ofopetationti tut the unnentt% matuutieti tut the %eat ended June 30, 2014

L)eteimination of the Can %alue of notes tecenable, ^%hich ate pumat- Subsequent to the fiscal %eat ended June 30, 2013, the unnenth th fedeiau% sponwted student loans %kith U 5 Go%etnment mandated entered into a lease agreement \^ ith the Lott Angeles Memuual Intel et tateti and iepa%ment term' and tiublect to significant ietituc- Coliseum (.ummi ion (LAM(.(.) to assume the opetationti of the tionti as to theft tiamtei ut disposition, could not be made mthout Lott Angeles Memuual Coliseum and Lott Angeles Memuual'poitti Inciting e\cetitin e costs Arena The lease agreement \^tth the LAM(.(. e\pueti to 2033, of in 2054, if .ill options ue exeicned, at \^ luch time a second lease Note 17 agreement \^tth the (.alttutnta Science (.enter an Institution Metnbeiti of the Boaid of Tiutiteeti and tietuui management ma), troll, of the State of (.alttutnia, commences The lease \^ ith the (.alttuinia time to time, be associated, either duecth of tnduecth, ^%ith compa- Science (.enter e\pueti to 2111, atitiunung all options ate e\etcttied nies doing business %%ith the unnenm Foi tientut management, the Under the term of both lease agieementti the unto eisit% is iequued unnentt\ tequueti annual dtticlo uie of significant financial intetetit to to make significant Capital mipto%ementti to the piopeitteti entities doing business %%ith the urn eisit% These annual dtticlo uieti co%ei both tienrot management and then immediate tanuh member When such relationships e\ttit, meatiuieti ate taken to apptupttatel m.uiage the actual ui peicet\ ed conflict to the befit tnteietitti of the inn eisit% The urn eisit% has a %%tttten conflict of intetetit polic% that iequueti, among other things, that no member of the Board of Tiutiteeti can paiticipate to an decision to %%hich he of she of an immediate tanul, member has a matettal financial intetetit Each tiutitee is tequued to ceitth Compliance %%ith the Conflict ofintetetit polic% on an annual basis and indicate %%hethei the inn eisit% does business mth an enttt% to %%luch a tiutitee hati a mateiial financial intetetit When such relationships e\ttit, meawteti ate taken to mitigate an) actual ui peicet\ ed conflict, Including iequuuig the iecuti.il of the conflicted tiutitee and that such tiamaction be conducted at aim ti length, tut good and sufficient convdeiation, batted on term that ate Can and iea unable to and tut the benefit of the mm etvt%, and to accordance %%ith applicable conflict ofintetetit lmti 42 / 2013 FINANCIAL REPORT C'irna'r ( f)' of Soutlu'nt Ccl(/ont( c

2014 Summary of Budgeted Operating Revenues & Expenses 2013-14 Budget / in thousands

Undesignated Budget Education and General Health Care Services

2012-13 2013-14 Percent 2012 - 13 2013-14 Percent Budget Budget Change Budget Budget Change Revenues T iition and fees $1 - 34 174 $1535 3" 7 1°% Lessst,irient-air1 (3 46 51 7 ) (3701'8) 58% Net t iihon and fees 1 087 557 1 165 194 7 1°e Enciovvment income 64 EE' 67 4'5 48% Investment income 1 890 i 095 b3 8°o $17 $40 0 0°% Gifts -19180 -19939 5% Contracts and }rants - dnect Recovery of inminect costs Contractsand rants 1'58?9 016 0o) Enciow-vments'Gifts 14 051 14 695 4 5% AniliaiVenterprises '81448 30'85' 75% Sa l es and serviceand othersonoes 1'5078 1i' 958 5 % 101i95i 1'i99'i i°% Total Revenues $ 1,729 , 465 $1 , 839,084 63 % $1,013 , 970 $1,239,963 22 3%

Expenses compensation Facultysalaiies $341885 $358758 49% $1652 7 $190037 150°% Other sa6ar ies and 511 033 538 360 5 3% 301 775 435 068 44 1% Emp loyee be n e fi ts 24_1 751 '58 483 5 5% 1_1 5 780 1 55 1 6-1 22 4°% Total Compensation 1,095 , 680 1 , 155,601 5 5% 593,793 780,267 31 4%

G111ent e,Pense 358 035 3885'0 8 1oo 3'7949 358 854 94°% Capital frnancin} 85Or8 98431 157% '085 '1310 ' i°% Professional services 47 8f 5' 'Cn 9 f°o 34 555 i9 075 1' 8°% Eginipment'Lihiaiy 304- i 'l 85? (85% 3543 4655 314% Iltilities'Telephone 45573 44 5)8 ('1°o) 6465 7399 144°% Off campiisfacilities 091 '8580 '98% 4440 395' (108% Tavel _16 718 15559 (05% -1-19-1 2465 75°% Renta l s and l eases 17 175 15 575 (3 50o ) 10 975 '1 945 9 9% Total Expenses $ 1,729 , 465 $1 , 839,084 63% $1,013 , 970 $1,239,963 223% Umvmltp of Soutllcnt Call/ rl!hl 2013 FINANCIAL REPORT / 43

Designated Budget Total Budget

2012 - 13 2013 -14 Percent 2012 - 13 2013-14 Percent Budget Budget Change Budget Budget Change

$1-34174 $1535322 7 110 ($75 139 ($80 579 7 100 (4 2 1 656 (450 7C)7 b 9°o (75139) (80579) 7 10o 1012 518 1084 615 710o 60008 62335 39o 124 340 1'9750 44°o 1 0C.7 3 135 54 4°o 117 554 -1-15 54-1 (0 40o) _155 734 -155 581 (O 1°o 452053 405 214 (101°o 452053 405 214 (101°o

125 829 122 916 (' 30o ) 14051 14595 4b°o 281 448 K2 862 7 50o 1139031 1V2 881 205°0 $664,486 $614,612 (7 5%) $3,407,921 $3,693,659 8 4%

$9057 $86049 (50°o $597694 $634844 6-`o 1 4156 169 582 ('50o) 086 015 1 13010 158°o 7 8 11 7 0794 (21 8°o) 442 353 484439 95°o 337,489 326,425 (3 3% ) 2,026 , 962 2 , 262,293 116%

233 313 '05- 26 (1200o) 9,0197 95,800, 35°o 172 932 +1000°o 105057 1'0703 138°o 26 350 23510 (107o) 108 818 1148'3 55°o 10 426 13110 (3'50o) 53412 45627 (1450o 52038 5203 00°o 21152 18471 (12708 47583 51113 7 100 'b 1'4 'b 445 1 2o 55 134 55 479 0 5°o 450 26 3 (4280o ) 3V 510 38 784 3 1°e $664,486 $614,612 (75%) $3,407,921 $3,693,659 84% 44 / 2013 FINANCIAL REPORT C'ill I'mtt)' of Southc'rlt Crllt/onttrl

2014 Colleges, Schools, Centers & Institutes Individual Revenue Center Summary / 2013-14 Budget / in thousands

Annen berg School for School of Cont inuing Education Communication & Journalism School of Architecture Cinematic Arts and Summer Programs

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated R e v e n ues Direct $54107 $13 5 $17957 $1593 $50004 $10503 $3408

lu K - r^ I_C ^l^1/^1 HIS f I.I (1-32"^ 12 irV ^IIr _,7)_1V Fr 1 01 fl6l,l6 J^) I nine t 6741 (_1 075) (4 185) 21 2_'JI 7241

C, tatr L -45 Total Revenues $51,433 $13,216 $15,882 $1,693 $45,818 $10,603 $3,408

Expenses Direct $40510 $13 216 $11 205 $1593 $32 22 $10503 $3408 i ilect 109'3 4 677 13495 -1,-

Total Expenses $51,433 $13,216 $15,882 $1,693 $45,818 $10,603 $3,408

Davis School Dornsi fe College of School of of Gerontology Letters, Arts and Sciences Dramatic Arts Gould School of Law

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated Revenues Direct $8853 $6039 $286 513 $87 262 $11484 $1018 $41465 $ 4 322 -tS-%i 4=-i JG S1,`1 1-')' 411 r-. ICI J 4_2 =_ - I

_, t, e f 17 r', ,1 en, l i F, ^l I- i r (-4 11-1 _ -0 I nminect '093 (1 653) (259) 525 h_ (i44) 33CI) ..-. (-14 -'. ^cira,l7 r n-qr. Ti, 2, '60" 30U

c aI'S 31 2_ Total Revenues $10,956 $6,039 $284,860 $87,262 $11,225 $1,018 $42,090 $4,322

Expenses Direct $6872 $6039 $184558 $87 262 $7989 $1018 $30950 $43„ Ildilect 4 084 100 -19- 3 236 11 DO

HlDCjtd_r L^, ;I7^ Cr 7r _ -r4 J 35 --- _ Sr , ^, ; L,,

Total Expenses $10,956 $6,039 $284,860 $87,262 $11,225 $1,018 $42,090 $4,322 C'iui crtt' o% Southcnt Ca1ifi ri to 2013 FINANCIAL REPORT / 45

Institute for Kaufman M arshall School Graduate Programs Creative Technologies School of Dance of Business

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated R e v e n ues Direct $459'3 $14 $5348 T'9509 T2083 $15 349 504

n+1rtect (51468) (433) (f191 (14897)

21 4 lcl= n, I

311 tutu ]3

Total Revenues ($4,545) $14 $4,915 $29,509 $1,864 $147,452 $22,504

Expenses Direct ($4515) $14 $3700 $29509 $1442 $105-37 T„504 nrinect 1 215 422 4' 015 ^l'o. ,teal r,r^ ti 31 C.,s's j _.5 s4 .,_ j-, F:c,ht es b_ -I Total Expenses ($4,545) $14 $4,915 $29,509 $1,864 $147,452 $22,504

Price School Roskl School Rossier School of Public Policy of Fine Arts of Education School of Social Work

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated Revenues Direct $41879 $13045 $10051 $355 $50459 $9827 $112950 $5 923

13,1 t,PS 1'C,)I'e/ F1 ld '-vj 4-,-, - nrinect (' 356) (645) (1 338) (5469) °,I r . „iuI r_1 °+ ^^ I1'21

4 _., 201.- 1,tjC t, a a_. _aU -J^j -I0 " -t - Intuh,

Total Revenues $39,523 $13,045 $9,419 $365 $49,121 $9,827 $107,491 $5,923

Expenses Direct $29 135 $13045 $6973 $355 $40 300 $9827 $100 378 $5 923 nrinect 10 388 2 446 88-11 7 113

Total Expenses $39,523 $13,045 $9,419 $365 $49,121 $9,827 $107,491 $5,923 46 / 2013 FINANCIAL REPORT Ltrmcrttp of Souther,, Cllt/ontt l

2014 Colleges, Schools, Centers & Institutes Individual Revenue Center Summary / 2013-14 Budget / in thousands

Viterbi School of Engineering Total Colleges, Schools, Thornton School of Music Academic Programs Information Sciences Institute Centers and Institutes

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated e v e n ues Direct $27 550 $ 2 373 $124 101 $68 510 $7 970 $78639 $1,065,487 $354,862 C-rle _. , 3 37_, _' IR 1 .". 110 i'^ "...:^i 1,334.494 354.862 _G "nJ^i .v^^ r ya 34C,-^ P -,5, (225771) 1 jt^-'1, 114Fi rl',-j _Y,j (43.236) nrinect 1150 15 05 (67,599) •_7 "J^'d) 'i^ndi (102,762) _ ^d^ ^i I r^ •+w. _ ^^ J `' X"') 42 290 uh, :.. _- 3.597 C' ^ t acs - (10,724) Total Revenues $28,700 $2,373 $140,306 $68,510 $7,970 $78,639 $997,888 $354,862

Expenses Direct $19825 $ 2 373 $91 528 $68 510 $4944 $78639 $716,951 $354,862 ndnect 8 875 48 778 i 026 280,937 ^J1 te lCer,tr 'ICeJ^ 4) X4 246961 "'h!rsEc.,ed 21_ 33.976 Total Expenses $28,700 $2,373 $140,306 $68,510 $7,970 $78,639 $997,888 $354,862

Definitions:

lluect Re%enues and lluect E\penses III Re%enue (_enten include Yru\ o t s lnttiatt\ es funding is allocated tium centrally controlled all categories displa%ed to the 5ummai% of Budgeted Operating tends to support unnentt% puuuties Re%enues and E\penses Graduate Program funding is pr o%ided to schools to support of Center Re%enues are duecth generated b% the center less an financial graduate education All PhL) tuition is centralized and allocated to aid paid ti um center tends auous schools batted on academic puuuties

The Undergraduate Student Aid is centrally adnunisteied and charged Induect E\penses are the wm of Allocated Central Costs and Facilities to academic center on a pre-de ternuned percent of undergraduate Based Induects and equal the net budgets ofadnunntiati%e center (see tuition Fur fiscal %ear 2013-2014, the rate is 30 0"., Indntdual Adnunistiatne (_enters 2013-2014 Budget b% Pievdential and Senior Vice Pievdential Responvbilth Area) Induect Re%enues are the sum of PaIticipation, Academic Initiatnes, P10% o t s lnttiati\ es, and Graduate Piogiamti Allocated Central Costs are central adnunistiati%e costs that benefit the unnentt% as a ^^hole and are allocated to ie%enue centels Participation is a tai on gross tuition Ie%enue, Ieco%ei% of tnduect costs, sales and sei%ice and other sou ices Foi fiscal %eai 2013-2014, Facilities Based lnduects are space related costs that can be linked the rate is 1".. duectl to a centers occupanc%

Academic lnttiati%es funding is for specific actt\tties for a limited time peuud C'iui crtt' o% Southcnt Crc1ifi ri to 2013 FINANCIAL REPORT / 47

2014 Health Sciences Schools & Health Care Services Individual Revenue Center Summary / 2013-14 Budget / in thousands

Keck School of Medicine Ostrow School of Dentistry School of Pharmacy Total Health Sci ences Schools

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated R e v e n ues Direct $15 $177434 $101 388 $11438 $49 '9 $1' 107 $ 318,339 $200,979 Jl0 11-' 1, _^j - I,-, __ '7_ _ 1;_ __:1^ 331.218 200,979 4F' „+ -,i, (5.037) c_, i z C 1 (Z842) i1nect 17 7-91 (6 063) (1 396) 10,282 1j, ,, h 'j,-„ , -i 4,--, i d _e. i rc ?'-' (21,132) = n I ', fir ,. -c' "' 20,600 Nro, "t 31 + tuhi J 90 G,3;v. . o _fl = 52- 10,724 Total Revenues $ 184,963 $177 , 434 $95 , 325 $11,438 $48 , 333 $12,107 $328 , 621 $200,979

Expenses Direct $1'445' $177434 T70950 $11438 $36578 $1'107 $231,980 $200,979 i erect 50 511 '- 375 11 755 96,641 ti 3I C.,sts "ri in T C'-1 10 nf1 80 354 F_c,ht'es vicej _ _ 11_ly 16.287 Total Expenses $ 184,963 $177,434 $95 , 325 $11,438 $48 , 333 $12,107 $328,621 $200,979

Keck Medical Center Total Health C are Services

Undesignated Designated Undesignated Designated Revenues Direct $1 '39963 $1,239,963 1,239 963

`^,:dt,es 11.1,1F 1d hi i n er t

„ic ^_t s lntjTt

Total Revenues $ 1,239,963 $1 , 239,963

Expenses Direct $1 'ii 09' $1, 233,092 mlirect 5 871 6,871

2014 Auxiliaries & Athletics Individual Revenue Center Summary / 2013-14 Budget / in thousands

Animal Resources Bookstores Coliseum Hospitality

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated R e v e n ues Direct T1'9 $43 776 $8999 T4' 189

^ ^I tl2 ^II J'1 1 ^ll^ltr rl ,^,^

^3rr rl , f,

Lalr Total Revenues $129 $43,776 $8,999 $42,189

Expenses Detect ($1741) $39 88i $8999 $38 9D ndrtect 1 870 i 89i i 'P5 ^Ibr 7te 1 Cer,tr 'i Ce^t^ u"7 J - ---

Total Expenses $129 $43,776 $8,999 $42,189

Housing Interco llegiate Athletics Radisson Hotel Senior Care

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated Revenues Direct $58450 $74451 $6 C.57 $1084' $1597 I , 5,3 4--I -4 -.=7 nr- iC 57- 'C C a n 1-' 4 d ,^f ^ •.'

- tief'n p'c, em"', n irtect

^G^r2'77 r r,-rt^Ct1,2^

a_La a. „is Total Revenues $58,460 $74,451 $6,057 $10,842 $1,697

Expenses Direct $44 '74 $64909 $6057 $10530 $1597 nmirtect 14 186 9 542 i12 HII^c3taJ ^'ti 3i Lr ^t^ 91"15 _,-__ .,12 4 5-1 1 = Total Expenses $58,460 $74,451 $6,057 $10,842 $1,697 C'inicrltp of Soutlrcnt Crrll/ntla 2013 FINANCIAL REPORT / 49

Student Health and Counseling Services Transportation University Club University Village

Undesignated Designated Undesignated Designated Undesignated Designated Undesignated Designated e v e n ues Direct $55 0'5 $ 20449 $1 059 $ 2 109 C Z( ^ 111)

In inert 50

4 3c^=n 1

Nrn. ^t Sl,:un125 _^^^

Total Revenues $55,025 $20,449 $1,319 $2,109

Expenses Direct $52 721 $1 2 062 $1 017 $1500 i erect 2 304 8 387 30' 5C.9 ^l'o_,te^l r,r ti F_c ht es.,cej Total Expenses $55,025 $20,449 $1,319 $2,109

Total Auxiliaries USC Radio and Athletics

Undesignated Designated Undesignated Designated Revenues Direct $8 550 $1 718 $327,845 $7,775 1 -.= 327845 7,775

nd mlirect 250

4..,^ 1,itr: t, o P, ,i r_ t s In tnh, ?s 250

Total Revenues $8,650 $1 ,718 $328,095 $7,775

Expenses Direct $7862 $1 718 $282,626 $7,775 ml i r ec t 788 45,469

2014 Classification by Center 2013-14 Budget / In thousands

Colleg es, Schools, Centers and Institutes Health Sci ences Schools Health C are Services

Undesignated Designated Undesignated Designated Undesignated Designated R e v e n ues Direct $1065 487 $354 85? $318 339 $-,(]C, 979 $1 39 953 3P 1r=, - "---, a,

InrinPC t (b7 599) 10 -18-1

_i(^-'l Ir',+lo_ 4<2 )

C'^ tate°'O-"" -24 r"'_Z4 Total Revenues $997,888 $354 , 862 $328 , 621 $200 , 979 $1,239,963

Expenses Direct $715951 $35485 $231980 $200979 $1 233092 nrinect 280 937 95 541 6871 ^Ibr^teJJer'tr'ICej^ 5L,

Total Expenses $997,888 $354,862 $328 , 621 $200 , 979 $1 , 239,963

Auxiliaries and Athletics Total Revenue Centers Administrative Centers

Undesignated Designated Undesignated Designated Undesignated Designated Revenues Direct $327845 $7 775 $ 2,951 , 634 $563 ,616 $112 747 $50 996 4, 7- 3,233520 563616 -^ SC9 iGCrcJ- i' 4" ,-'-0 (230808) _ ,- ^J- _ ,t,ee 17 r' .^ entl i' H ,d (51,078) 5. 1-, nmin ect 250 (57,067) 150 (123.894) ^ci'a,n - r, q ctiac 62,890 Frn 't='^!hlh,-s 3.937 _

Total Revenues $ 328,095 $7,775 $2,894,567 $563 , 616 $112,897 $50,996

Expenses Direct $ 28' 626 $7 775 $2,464,649 $563 ,616 $542815 $50 996 ninr_ t 45459 429,918 (4-19918) Hll^c_3taJ^^r;i3iLr ^t^ _. 105 367,466 _o-^ ._i-1 62452 ^_- Total Expenses $328,095 $7,775 $2 , 894,567 $563,616 $112,897 $50,996 C'rrmcrttp o% Southcnt Ca1if1 ri ter 2013 FINANCIAL REPORT / 51

Provost Funding Total University Grand Total

Undesignated Designated Undesignated Designated R e v e n ues Direct $14666 $ 3,079 , 047 $614,612 $3,693,659 C:r-r 1 I G"3 3079.047 614. 612 3,693,659

n+i n ect 55 917 0.3, ,, q, q, -n 4

Nro, ,^t s l,tune_^ .4 c_-•

Total Revenues $ 71,583 0,079,047 $614,612 $3,693,659

Expenses Direct $71583 $ 3,079,047 $614,612 $3 , 693,659 nrinect ^l'o. ,teal r,r tr 3I C.,s's F:c'ht es b_ -, Total Expenses $71,583 0,079,047 $614,612 $3 , 693,659 52 / 2013 FINANCIAL REPORT LIrmcrltp o%Southcnt Ccll/ontl c

2014 Individual Administrative Centers by Presidential & Senior Vice Presidential Responsibility Area 2013-14 Budget / in thousands

Net Operating Employee Net Operating Employee Budget Bene fits Budget Budget Benefits Budget

Pr es i de n t Se ni o r Vi ce Pr es i de n t , Fin a n ce & C F O President s Office $3,833 - B ir1 et ard Tleas ny $4566 $1 61 C amp is Development i 682 Provost and Senior Vice President for Academic Affairs C oniptlouel 7 470 455 859 Academic Affairs $7 505 C of polate E,Hense i i 405 Academic Senate 168 Facilities h1ana}ement Services 75 592 Emeriti Centel 581 Financial aii B isiness Services 15 3 2 Enrollment Services Co nb Malol Maintenance aii Renovation _1 057

F,3cufltV Affairs 1 337 $334 Senior Vice President s Office ! 733 Faculty Sahhahcals 1-1 051 Total $145,837 $457,230 Glohal Initiatives ' 539 Information Technolo}v Services 40 882 Senior Vice President , University Advancement

Office of Research 9 724 Senior Vice Presl1eilt s Office $31666 Provost s Office 7 Vi USC Al mini Association 1 645 St dent Affairs 8 855 161 Total $33,311 - Univelsity Art Galleries 530 University Libraries 395°0 S enior Vice Presi d en t, U niversi ty Rela t ions LISC Stevens C enter for Innovation 4 '53 Univer sits Relations $12,194 - Total $153 ,424 $12,546 Senior Vice President , USC Health Se ni o r Vi ce Pr es i de n t , A d mini st r at i o n !ISC Health $2,125 - A Hit Services $1 758 Caleel ard Protective Services 44- 'i $15840 C enter for Wol f, ard Family Life 935 Employee Benefit Recoveries ($495 0" ) C ompliance 5 Cobb Total Administrative Centers $ 429,918 - GenelaI Co' ilisp l 9 275 H iman Reso n oes ' 954 5 O3? Senior Vice President s Office 2 434 Indel}lad mate St dent Aid F ind $230 808 Tram C amp is Cr miser ard Ririeshale 5 100 1 4V) Facilities Improvement F indi 51 078 University Real Estate 8174 Grand Total $711,804 - Total $79,194 $25,246 C'itmcritp of Souther,, Calif1 r,n c 2013 FINANCIAL REPORT / 53

Role and Mission of the University of Southern California

The central ini ion of the Umv ertirty of Southern C litormi rti the dev elopuient of human beings and tiociet}' ati a vv hole through the culm ation and enrichment of the human mind and spirit The principal rineanti by vo-hrch our union rti accouiplrtihed are teaching, retiearcli, artntrc creation, protetitironal practice and selected forms of public tier%ice Our firtit priority ati tactility and titaf rti the education of our tittidentti, trout treQuiien to potitdoctorah, through a broad array of academic, profetitiionil, extracurricular and athletic programs of the first rink The integration of liberal and protetitironil learning, rti one of USC'S special titrengthti We titm e constantly for excellence in teaching knovo-ledge and tikilh to our titudentti, while at the "me time helping them to acquire vv ndom and rntirght, lov e of truth and beauty, moral discernment, understanding of self, and respect and appreciation for otherti Retieirdi of the hrghetit quality by our £iculry and titudentti rti fundamental to our nutitiron USC n one of a % ery tiro all number of premier academic imtitunom in vv hich research and teaching are inextricably intertwined, and on vvhrch the nation depends for 1 steady stream ofnev, knovvledge, art and technology Our faculty are not tiiuiply teachers of the works of others, but acme contnbuton to v., hat iti taught, thought and practiced throughout the v., orld USC iti pluralistic, welcoming outtitinding men and vvomen of eery race, creed and background We are a global rntiritutnon in a global center, attracting more international titudentti o%er the years than any other American umx er,it}' And we are pri% ate, unfettered by political control, strongly committed to academic freedom, and proud of our entrepreneurial heritage An extraordinary dotienetiti and vvillingnetiti to help one another are e%ident among USC titudent,, alumni, tactilnv, and titat , indeed, for tlhotie N.,-rth in rtti counpatiti the Trojan Family n a genuinely supportive community Alumni, tru,teeti, volunteer and fnendti of USC are eti,enri l to this family tradition, pro%iding generous financial support, participating in umx ertirty governance, and mlti trig titudentti at eery tuna In our surrounding neighborhoodti and around the globe, USC provides public leadership and public service in titiclh dry ere fields ati health care, economic development, social N., elfare, urentrfic retiearcli, public policy and the irtti We aho tier%e the public interest by being the largest pm ate employer in the city of Loti Angeles, i well iti the crty'ti largest export industry in the pn% ate sector USC hati played a inaj or role in the de\ elopment of southern California for more than a century, and plays an increasingly important role in the development of the nation and the world We expect to continue to play these roles for many centuries to come Thus our planning, couiuutuientti and the l policies are directed toward building quality and excellence in the long tens

-ldopted 1)), the ['.SC Bond of Tin, tee,, Fcbm, ,y 3, 1993 University of Board of Trustees Alfred E Mann Mingo Steurbiut Voting Members Gordon S Marshall I r r AC 11(101t, Frrr,unc Southern California Harlyne Norris Wallrti Annenberg William Wat,on Leadership Wanda M Austin ToQiiakr Ogi av ari I rir Prr,rdrr,t, Lisa Barkert J Douglas Pardee HcUlth 5trrrnr, Dc'cloprnrrrt Thouia, J Barrack Jr Joan A Pavden Michael Quick Marc Bemoff Frank Price E\eirrtn'e I 'lic I'ror'o't Joseph M Botikovrcli Sr Allen E Puckett Gregory P. Brako\ ich Bruce M Ranier Peter M Siegel Rick J Caruso Steen B Sample Chrr% Irr/orrn,rhorr 0jilrr Richard J Stegemeier Alan I Catiden Erik Brink PeterV Ueberroth Ronnie C Chan o r rte Sernor I 'rte PreMderrt, Yang Ho Cho Gin D Wong ['rrrrrr rty Cornphollrr Christopher Cox Honorary Trustees Academic Deans Frank H Cruz Verna B Dautern e Richard DeBeiketi Jr Helene Galen Prnchati Cohen David H Dorntirfe SC D,u'r School of Cerorrtology Officers and Executives Michele Dedeiux Engeui ran Robert A Cutietta Daniel J Epstein C L Max Nikr.n ['SC Gloryr K,rn %rn,rrr Frank J Fertitta III I'rr"rdrrrt .School o% D,nne Carol Campbell Fox Elizabeth Garrett ['SCThorutou .School o/ .11nm Chengyu Fu Pror'o t urd .Sernor I 'ire ACINIerrt Elizabeth M Dale' Stanley P Gold /or _-1(Tdrrnr( _-if/an s ['SC S,hool of Crrrrrn,rhf _-1, Tamara Hugheti Gutitivtion Robert Abeleti Jane Harman Jauieti G Ellis Srrnor I 'ft(' ACINIrrrt, Fnr,nnc, Ming Htireli ['.SC.11,rr^h,r11.Sihool o% Bubnrr"N ,nrd Chrr% Frrr,unr,rl O(/ilri Ray R Irani Marilyn L Flynn Albert R Checcio Suzanne Nora johmon [ SC .S, hool of Sol 1,71 11 auk Lydia H Kennard .Srrnor I'airPrrsrdrrrt, ('rrrrrrsrt), Karen Syuiun Gallagher Kenneth R Klein _-1dr,rrn rrnrrrt ['SC RoNsrrr School o/ Edn<

Dcsi.Vc Pi,! Sirmrrr Drs(Vr

P6oros hl': Comm, Chris S6irur; irr idr / oru roar, Ju rirr I,Iridn L,rh, iii Pui Lni/.irrdl' aIaln6orr Ln _' I^irn Fn. P6nrntrnl lrl;1. 4 I I) .1lnt^n^irrr, ^u"irr Lhida L,rh P6ilj C6mwirr,t;1. 6 Elisnhrrl Ruilyd(t', Andy aIal76orr Loh, Chris S6irur;lk - Qi-Lon,1lirr,t Leh, Chris S6irw; h. S Chris S6irw FJ Giplor P6om.t'mhlq; Ik 9 Bill Hrbrrr, h. 11) Chris S6irw;1k I' (,n Rim, In; h. L? Philipp C6muriri{ 14, I I illiam I nm i; It 15 Philip Clmrwirrm^, (mi 'orp (:lei /1, 1I illiarr Iii rn; h. 10 Ed (:nrrrorr, jirn Haw, llr.Vmrdrr l_ili,rrr; h 17 Philip Clmrwirrm Cm(t' S Inr'nrr_, Srrrr Co6rrr, I. 18 Slriki Trkc, 6i ,-laluil- lou, I'6ili1' Clmrwirr,J111ir (1iuuhrr k 19 I'6ili1' Clmrurirr,^, Chris Shim i n Brook; p. 21) Chris S6irur, , Qurn11/'; p. 21 Briar Cnndrn, '6ilrj C6murirr,t;1. 2 2 P6ili C6mwirrt'

'riruirr,t': ColorCrnl'6i,.

MIX Paporham SC respcn 1, sou-

,. 'SC•C10283 Southern

University- Park Los Angeles , CA 90089 tusc.edtu

or information and iditional copies of this port, please contact: hiiversiry of Southern Ca hiiversity Park, UGB 205 os Angeles, C 91 ( c- !13)!13) 821-191