University of Rochester

“Robert j. Keegan and john m. Kelly - business relationship --------------------”

“The form 990 of university of rochester is prepared by finance staff and provided to pricewaterhousecoopers llp and senior management for review prior to filing. The form 990 was also provided to the university's audit and risk assessment committee prior to filing. The committee's questions and comments were addressed at a committee meeting prior to filing. The form 990 was also provided to the entire board of trustees prior to filing. --------------------”

“Directors, committee members, officers, and key employees are required to disclose a conflict of interest: a) prior to voting on or otherwise discharging their duties with respect to any matter involving the conflict which comes before the board or any committee; b) prior to entering into any contract or transaction involving the conflict; c) as soon as possible after the director, committee member or officer learns of the conflict; and d) on an annual conflict of interest disclosure form. The form is distributed annually and requires disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with the university that involves a potential conflict of interest for the individual. The forms are reviewed by legal counsel, and conflicts disclosed on the forms or on an ad-hoc basis are reviewed by an independent board committee. The committee considers the material facts concerning any proposed contract or transaction, including the process by which the decision was made to approve or recommend entering into the arrangement on the terms proposed, and approves such contracts or transactions only if the terms are fair and reasonable to the university and the arrangements are consistent with the best interests of the university. --------------------”

“Written self-evaluations and performance evaluations for the university's officers and key employees are reviewed annually by the university's committee on compliance and compensation. The committee reviews and approves total compensation for officers and key employees and considers, in addition to the performance evaluations, the scope of the individual's job responsibilities, previous compensation and comparable compensation paid to people with similar responsibilities at comparable institutions. The comparable information is provided by an independent consultant and by reference to local, regional and national compensation surveys. --------------------”

“The university of rochester's audited financial statements are made available to the public by posting them on the university's website. The university of rochester's governing documents and conflict of interest policy are not routinely made available to the public. --------------------”

“The payment amounts listed for lechase construction services, the pike company, inc., and dga builders, llc., represent the estimated service component of the total payments made to these vendors for construction services. --------------------”

“Although the university of rochester is located in the state of new york, a copy of its form 990 is not required to be filed with the state, since educational institutions incorporated under the new york state education law are exempt from filing in the state of new york. --------------------”

“The by-laws of the university provide for an executive committee that may exercise all the powers of the board in intervals between meetings of the board of trustees, except that the executive committee does not have power (1) to grant degrees, (2) to remove a trustee or officer, (3) to elect trustees, the chair of the board or the president, or (4) to amend, alter or repeal the by-laws. The members of the executive committee are all trustees. The executive committee consists of the chair of the board, the president, the chairs of the board committees of investment, nominations and board practices, facilities, audit and risk assessment, personnel, health affairs, academic affairs, research and innovation, financial planning, student affairs, compliance and compensation, and development plus such other trustees as the board of trustees may elect to serve for terms not to exceed five years. --------------------”

“THE JUNE 30, 2014 FORM 990 OF THE UNIVERSITY OF ROCHESTER IS BEING AMENDED IN ORDER TO REPORT A PREVIOUSLY UNREPORTED OFFICER AND KEY EMPLOYEE ON FORM 990, PART VII, SECTION A AND SCHEDULE J, PART II, WHO WERE INADVERTANTLY NOT PREVIOUSLY REPORTED. -------------------- DETAIL OF OTHER PROGRAM SERVICES- FORM 990, PART III, LINE 4d AUXILIARY ENTERPRISES- THE UNIVERSITY OPERATES EITHER DIRECTLY OR THROUGH THIRD PARTY CONTRACTORS FOOD SERVICES WHICH SERVED 5,223 UNDERGRADUATES 2,809,971 MEALS IN FIVE DINING SERVICES. THE UNIVERSITY HAS 777 UNITS USED FOR STUDENT HOUSING. --------------------”

“Change in valuation of annuities $(4,137,398) loss on extinguishment of debt (2,167,272) other changes 9,172,013 ---------- total $ 2,867,343 --------------------”