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Deloitte & Touche LLP901 E. Byrd StreetSuite 820Richmond, VA 23219USATel: 1 804 697 1500Fax: 1 804 697 1825www.deloitte.comINDEPENDENT AUDITORS’ REPORTTo the Board of Trustees ofThe College of William & Mary FoundationWilliamsburg, VirginiaWe have audited the accompanying consolidated financial statements of The College ofWilliam & Mary Foundation (the “Foundation”), which comprise the consolidated statement offinancial position as of June 30, 2019, and the related consolidated statements of activities andcash flows for the year then ended, and the related notes to the consolidated financialstatements.Management’s Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation and fair presentation of these consolidatedfinancial statements in accordance with accounting principles generally accepted in the UnitedStates of America; this includes the design, implementation, and maintenance of internalcontrol relevant to the preparation and fair presentation of consolidated financial statementsthat are free from material misstatement, whether due to fraud or error.Auditors’ ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based onour audit. We conducted our audit in accordance with auditing standards generally accepted inthe United States of America. Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the consolidated financial statements are free frommaterial misstatement.An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the consolidated financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of theconsolidated financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the Foundation’s preparation andfair presentation of the consolidated financial statements in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion onthe effectiveness of the Foundation’s internal control. Accordingly, we express no such opinion.An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of significant accounting estimates made by management, as well as evaluatingthe overall presentation of the consolidated financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.-1-

OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in allmaterial respects, the financial position of The College of William & Mary Foundation as ofJune 30, 2019, and the changes in its net assets and its cash flows for the year then ended inaccordance with accounting principles generally accepted in the United States of America.Report on Summarized Comparative InformationWe have previously audited The College of William & Mary Foundation’s 2018 consolidatedfinancial statements, and we expressed an unmodified audit opinion on those auditedconsolidated financial statements in our report dated September 18, 2018. In our opinion, thesummarized comparative information presented herein as of and for the year ended June 30,2018, is consistent, in all material respects, with the audited consolidated financial statementsfrom which it has been derived.Emphasis of MatterAs discussed in Note 2 to the financial statements, for the year ended June 30, 2019, theFoundation adopted Accounting Standards Update No. 2016-14, Not-for-Profit Entities (Topic958): Presentation of Financial Statements of Not-for-Profit Entities. Our opinion is not modifiedwith respect to this matter.September 17, 2019-2-

THE COLLEGE OF WILLIAM & MARY FOUNDATIONCONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS OF JUNE 30, 2019 AND 201820192018ASSETSCash and cash equivalentsShort-term investmentsAccounts receivablePrepaid expensesNotes receivablePledges receivable—netProperty and equipment—netCollectionsInvestmentsReceivable from remainder trustsAssets held in charitable remainder trustsCash surrender value of life insurance policiesFunds held in trust by othersTOTAL 540,632168,268,914 2,920148,702,952 889,215,322 825,750,784 LIABILITIES AND NET ASSETSLIABILITIES:Accounts payableAccrued expensesAccrued interest payableNotes payableDeferred compensation liabilityDeferred incomeLife estates retained by donorsObligations under split-interest agreementsBonds payable (net of unamortized bond issuance costs)Interest in New Town Associates, LLCFunds held for othersTotal tricted in perpetuity506,740,285460,183,563Restricted to the passage of time or for specified purpose138,885,323128,914,640Restricted subject to the Foundation’s spending policy and 824Total with donor restrictions824,193,058762,756,404Total net assets857,933,573795,325,793 889,215,322 825,750,784NET ASSETS:Without donor restrictions:UndesignatedDesignated for operating reserveDesignated for endowmentInvested in property and equipment—net of related debtTotal without donor restrictionsWith donor restrictions:Invested in property and equipment—net of related debtTOTALSee notes to consolidated financial statements.-3-

THE COLLEGE OF WILLIAM & MARY FOUNDATIONCONSOLIDATED STATEMENT OF ACTIVITIESFOR THE YEARS ENDED JUNE 30, 2019 AND 2018WithoutDonorRestrictionsOPERATING ACTIVITY:Revenue and support:ContributionsIncome on funds held by othersInvestment return for current operationsCEI—technology fees and revenue from special 522,514,2361,023,858 46,806,210196,00020,335,279115,599 47,140,4215,214,25724,611,1312,514,2361,139,457 166,41467,453,08880,619,50263,855,414Net assets released from restrictions32,293,798(32,293,798)Total revenue and support45,460,21235,159,290Expenses:Program services:InstructionResearchPublic serviceAcademic supportInstitutional supportAthletic programsStudent life and otherPlant and facilitiesScholarships and fellowshipsTechnology—CEI ,384,829Administrative and general:Board expensesOffice of Investment AdministrationExpenses of the Real Estate FoundationExpenses of Reliance Holdings, 5370,682Total administrative and general1,468,301-1,468,3011,518,491Total supporting 079,71533,860,643Total program servicesSupporting services—fundraisingTotal expenses(Continued)-4-

THE COLLEGE OF WILLIAM & MARY FOUNDATIONCONSOLIDATED STATEMENT OF ACTIVITIESFOR THE YEARS ENDED JUNE 30, 2019 AND 2018WithoutDonorRestrictionsCHANGE IN NET ASSETS FROM OPERATIONSNONOPERATING ACTIVITY:Investment returnNet unrealized gain (loss) on funds heldin trust by othersChange in value of split-interest agreementsChange in value of interest inNew Town Associates, LLCTotal nonoperating activityCHANGE IN NET ASSETSNET ASSETS—Beginning of yearNET ASSETS—End of year 2019WithDonorRestrictionsTotal2018Total380,497 35,159,290 35,539,787 73132,569,389762,756,404795,325,793740,302,062 33,740,515 824,193,058 857,933,573 795,325,793See notes to consolidated financial statements.(Concluded)-5-

THE COLLEGE OF WILLIAM & MARY FOUNDATIONCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED JUNE 30, 2019 AND 20182019CASH FLOWS FROM OPERATING ACTIVITIES:Change in net assetsAdjustments to reconcile change in net assets to net cashused in operating activities:Net unrealized (gain) loss on funds held in trust by othersDepreciationProceeds from sale of donated securitiesNet realized gain on investments soldNet unrealized (gain) loss on investments andshort-term investmentsChange in value of investment in William and MaryInvestment TrustChange in value of investment in William and MaryInvestment Trust in funds held for othersChange in value of interest in New Town Associates, LLCAmortization of bond issuance costsContributions restricted for endowmentContributions restricted for split-interest agreementsNoncash giftsInvestment return designated for long term investmentLoss on disposal of property and equipment and collections(Increase) decrease in assets:Accounts receivablePrepaid expensesNotes receivablePledges receivableReceivable from remainder trustsAssets held in charitable remainder trustsCash surrender value of life insurance policiesIncrease (decrease) in liabilities:Accounts payableAccrued expensesAccrued interest payableDeferred compensation liabilityDeferred incomeLife estates retained by donorsObligations under split-interest agreementsFunds held for othersNet cash used in operating activities 073)2018 ntinued)-6-

THE COLLEGE OF WILLIAM & MARY FOUNDATIONCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED JUNE 30, 2019 AND 20182019CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipmentPurchase of collectionsPurchase of investmentsPayments received on investment note receivableProceeds from investments sold2018 (10,560)(85,030,232)600,00074,320,942 Net cash (used in) provided by investing activities(10,119,850)(10,039,106)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from contributions restricted for long-term investment:Contributions restricted for endowmentProceeds from sale of donated securitiesInvestment subject to split-interest ,018143,8852,162,3742,093,677Investment return designated for long-term investmentOther financing activities:Receipts funding split-interest obligationsPayments of split-interest obligationsPayments on 34,019(236,796)(294,844)Net cash provided by financing activitiesNET INCREASE IN CASHCASH AND CASH EQUIVALENTS—Beginning of yearCASH AND CASH EQUIVALENTS—End of ,182,6346,163,58214,364,2768,200,694 20,546,910 14,364,276SUPPLEMENTAL DATA—Noncash investing and financing activities:Noncash gifts designated for endowment and other purposes consist of securities andother investments.Cash paid for interest on bonds and notes for the years ended June 30, 2019 and 2018, was 350,093 and 299,348, respectively.Cash refunded for taxes for the years ended June 30, 2019 and 2018 was 2,592 and 620,respectively. Taxes resulted from unrelated business income in limited partnerships.See notes to consolidated financial statements.(Concluded)-7-

THE COLLEGE OF WILLIAM & MARY FOUNDATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF AND FOR THE YEARS ENDED JUNE 30, 2019 AND 20181.ORGANIZATION AND PURPOSEThe College of William & Mary Foundation (the “Foundation”) is a private corporation,established as a nonprofit public charity under Section 501(c)(3) of the Internal RevenueCode and organized under the laws of the Commonwealth of Virginia. The Foundation waschartered in 1939 to “aid, strengthen, and expand in every proper and useful way” thework of The College of William and Mary in Virginia (the “University”). Members of theFoundation raise funds for the benefit of the University and manage its privately heldassets.The Foundation has five affiliated entities that are consolidated for financial reportingpurposes:THE COLLEGE OF WILLIAM AND MARY REAL ESTATE FOUNDATION, INC.The College of William and Mary Real Estate Foundation, Inc. (“REF”) was created in 1994to hold title to real and personal property, collect income therefrom, and transfer theincome to the Foundation, which is the sole stockholder of the corporation.COLLEGE ENTERPRISES, INC.In March 1996, the Board approved funding support by the Foundation for the installationof a campus-wide communications system. The Foundation received approval from theAttorney General’s Office of the Commonwealth of Virginia to use private funds to financethe telecommunications project for the University as it was not feasible to use state funds.The Foundation and the University created an entity under the name of CollegeEnterprises, Inc. (“CEI”). In accordance with accounting guidance for reporting of relatedentities by not-for-profit organizations, the financial statements of the Foundation includethe accounts of CEI because control of and economic interest in CEI rests with theFoundation. CEI receives student technology fees, billed to the students by the University,and from this revenue pays for network maintenance, improvements and personnel costsrelated to operating the system. In addition, the University has agreed to pay CEI for itscosts of various construction projects relating to the telecommunications network.RELIANCE HOLDINGS, LLCReliance Holdings, LLC (“Reliance”), created in March 2000, holds a 50% interest in NewTown Associates, LLC (“New Town Associates”), a real estate joint venture, and receives50% of the associated gains and losses. Reliance, which is wholly owned by the REF andthe Foundation, is considered a subsidiary of the Foundation for consolidation purposes.Investment real estate which was owned by the REF and C.C. Casey, Limited Company(“Casey”) was sold to New Town Associates in June 2000 in exchange for a 26,789,834note receivable, including accrued interest (the “Note”). Effective July 1, 2003, the notewas restructured to decrease the aggregate balance due to the REF and Casey to 12,000,000. Based on revised cash flow projections, the face amount of the note due tothe REF and Casey was increased to 13,600,000, including interest, during the yearended June 30, 2009, with an effective date of June 30, 2007.-8-

Effective December 31, 2012, the due date of the note was extended to December 31,2013, with automatic one year extensions unless the REF or Casey provide written noticeby September 30 of any year stating that the note shall not be extended. All other terms ofthe note continued in full force and effect. Under the terms of the automatic extension, thecurrent due date is December 31, 2019.In accordance with the Intercreditor Agreement between the REF and Casey, the REF isentitled to receive 75% of the first 12,000,000 of Note payments and 25% of Notepayments in excess of 12,000,000. During the fiscal year ended June 30, 2015,management determined that the realization of further interest was not probable.Therefore, no additional interest has been recorded. Based on analysis of financial resultsand cash flow projections of New Town Associates, the recorded value of the note wasincreased during the fiscal year ended June 30, 2015 to reflect the estimated amount to bereceived. Additional interest will be recognized as note payments are received in excess ofthe recorded value, or as new information indicates collection is likely. Payments of 600,000 and 300,000 were received on the Note in the fiscal years ended June 30, 2019and 2018, respectively. The REF’s interest in the Note is recorded at a value of 750,000and 1,350,000 at June 30, 2019 and 2018, respectively, and is included in investmentson the Consolidated Statements of Financial Position.CWMF VENTURES, LLCDuring the year ended June 30, 2007, the Foundation established CWMF Ventures, LLC(“CWMF Ventures”), a limited liability company, in which the Foundation is the solemember. The purpose of CWMF Ventures is to own the Discovery 1 Building, an officebuilding which was completed and placed in service during the year ended June 30, 2008,and which is leased to the University. Together with the Foundation, CWMF Ventures isalso a party to agreements relating to the issuance of certain revenue bonds issued tofinance the Discovery Building 1 (see Note 13).MURRAY 1693 SCHOLARS FOUNDATIONThe Murray 1693 Scholars Foundation (“1693 Foundation”) was created in 2013 todevelop, expand, manage, oversee and strengthen in every proper and useful way the1693 Scholars Program on behalf of the University and the Foundation. The Foundation isrequired to appoint a majority of the board of the 1693 Foundation, and as a result of thiscontrol, the accounts of the 1693 Foundation are included in the consolidated financialstatements of the Foundation. With consent of donors, during the fiscal year endedJune 30, 2016, the Foundation transferred endowments to the 1693 Foundation, and theseendowments are included in the total invested in the Trust.2.SUMMARY OF SIGNIFICANT OPERATIONS AND ACCOUNTING POLICIESBasis of Presentation—The accompanying consolidated financial statements of theFoundation include the accounts of its affiliates (see Note 1). Inter-company accounts andtransactions have been eliminated in consolidation.Basis of Accounting—The accompanying consolidated financial statements are preparedunder accounting principles generally accepted in the United States of America (“GAAP”).Revenue and support are recognized in the accounting period in which it is realized orrealizable and earned and expenses are recognized in the accounting period in which therelated liability is incurred. Nonoperating activity is recognized in accordance with thesesame principles.-9-

Cash Equivalents—Cash equivalents include highly-liquid investment instruments with anoriginal maturity of three months or less when purchased.Investments—The Foundation’s investment activities expose it to a variety of risks,including but not limited to interest rate risk, liquidity risk, credit risk, concentration riskand overall market volatility. Due to the level of risk associated with certain investments, itis reasonably possible that changes in the values of investment securities will occur in thenear term

James R. Kaplan Williamsburg, Virginia Martha Ellis Kelley Broad Run, Virginia John H. Kerby II Arlington, Virginia Lawrence E. Kochard Charlottesville, Virginia Gale H. Kohlhagen Charleston, South Carolina Richard C. Kraemer Paradise Valley, Arizona John F. Kuemmerle Richmond, Virginia Leanne Dorman Kurland Glen Allen, Virginia