PASADENA, Calif. -- During the 40-day layoff before Penn State's 38-24 blowout loss to Southern California Thursday in the Rose Bowl, there were a handful of distractions that took away from the team's preparation.

It began with coach Joe Paterno's hip-replacement surgery, moved to backup quarterback Pat Devlin's departure and finished with Paterno's three-year contract extension.

The result was the Nittany Lions' worst performance of the year and worst bowl loss in the past 11 years.

The 38 points were one shy of the bowl-record 39 that Penn State surrendered in a 50-39 victory against Brigham Young in the 1989 Holiday Bowl.

"I'm a little disappointed we weren't a little bit more competitive," Paterno said.

The Lions (11-2) were torched for a season-high 413 yards passing by Southern California quarterback Mark Sanchez, who accounted for five touchdowns, including four through the air. Nine receivers caught at least one pass.

Sanchez's 429 yards of total offense were the most given up by a Penn State defense since Tim Schade of Minnesota piled up 516 in 1993. USC wide receiver Damian Williams had 162 yards receiving, the most by a Penn State bowl opponent since Florida State's Ron Sellers had 145 in the 1967 Gator Bowl.

"I don't even want to know the numbers," Penn State safety Anthony Scirrotto said. "It's disappointing."

Sanchez was the first quarterback to pass for more than 400 yards against Penn State since Luke McKown of Louisiana Tech did it in 2002.

"He didn't make any mistakes," Penn State cornerback Lydell Sargeant said. "He didn't make any costly throws and he was on time with his receivers the majority of the night."

USC managed four touchdowns and a field goal on five consecutive first-half possessions for its 24-point halftime lead against a team that had allowed only 12.4 points per game.

The Trojans had five plays of 20 or more yards in the first half, the most Penn State has given up in a game this season. For the game, USC had seven plays of 20 yards or longer.

"We made some mistakes in the first half," Paterno said. "Some people just kind of lost their heads about a couple of things."

Penn State quarterback Daryll Clark tossed two interceptions against the Trojans after throwing just four in 12 regular-season games, and tailback Stephfon Green lost a fumble.

The Lions were the nation's third-least penalized team entering the New Year's Day game, yet got flagged a season-high nine times for 72 yards.

Tailback Evan Royster, who had 1,202 yards rushing and 12 touchdowns in the regular season, sustained a sprained left knee on the opening touchdown drive late in the first quarter and did not return. He had gained 34 yards on six carries.

Right tackle Dennis Landolt injured his left knee on the same series. He left the game for good early in the third quarter, replaced by Lou Eliades. Green, who had team highs of 57 yards rushing and 67 receiving after replacing Royster, limped off in the fourth quarter with a sprained right ankle. He was replaced by freshman Brandon Beachum.

Penn State's injuries and poor play helped contribute to the bowl woes of the Big Ten, which is 1-5 with Ohio State still to play Texas in the Fiesta Bowl Monday.

Paterno refused to blame the off-the-field distractions or the long layoff for the Lions' demoralizing loss.

"I told the team, 'Hold your heads up,' " he said. "You've had a great year. You know, we didn't play our football game the first half, but we came back and we hung in there, and you have nothing to be ashamed of.

"But I think I can't blame it on the layoff. That's not fair to Southern Cal."

NOTES -- Penn State All-America defensive end Aaron Maybin said he would wait a few days before deciding whether to enter the NFL draft. ... Outside linebacker Navorro Bowman finished the season with a team-leading 106 tackles, including 16 1/2 for losses. ... Clark's 290 yards of total offense set a Penn State bowl record, surpassing Michael Robinson's 274 in the 2006 Orange Bowl. ... Wide receiver Deon Butler finished his career as Penn State's all-time receptions leader (179). He finished second in yards (2,771).