COUNTY OF SACRAMENTO, CALIFORNIA ANNUAL CONTINUING DISCLOSURE FILING FISCAL YEAR

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Sheryl Deirdre Norris
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1 COUNTY OF SACRAMENTO, CALIFORNIA ANNUAL CONTINUING DISCLOSURE FILING FISCAL YEAR Following is the Annual Continuing Disclosure filing as of January 17, 2013, in compliance with the s Continuing Disclosure Agreements. The information herein speaks only as of this date and is subject to change without notice, and shall not, under any circumstances, create any implication that there has been no change in the affairs of the County since the date hereof. The presentation of information is intended to show recent historical information and is not intended to indicate future or continuing trends in the financial position or other affairs of the County. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. 1

2 REQUIRED TABLES SACRAMENTO COUNTY INVESTMENT POOL Quarter Ending on December 31, 2012 Average Daily Balance $2,228,144,474 Period-End Balance $2,499,532,266 Yield 0.444% Weighted Average Maturity 272 Days Duration in Years Years Historical Cost $2,488,107,753 Market Value $2,493,530,444 Percent of Market to Cost % COUNTY OF SACRAMENTO General Fund (Amounts Expressed in Thousands) APPROPRIATIONS FY Adopted Budget FY Adopted Budget FY Adopted Budget FY Adopted Budget Reserve Increase/(Decrease) $ 656 $ 324 $1,558 $1,582 General Government 85,888 65,968 44,424 55,830 Public Protection 646, , , ,844 Public Ways and Facilities Health and Sanitation 584, , , ,033 Public Assistance 665, , , ,543 Education, Cultural and Recreation 8,497 8,677 15,425 15,173 Contingencies 1,700 2,005 1,831 1,531 Total Appropriations: $ 1,993,368 $ 1,969,148 $1,935,003 $1,988,536 AVAILABLE FUNDS Beginning Appropriated Fund Balance/Carryover $ 11,646 $ 8,138 $9,404 $18,248 Interfund Transfers 11,200 18, Equity Transfer In 1, ,202 2,478 Reserve Cancellation 11,487 4,604 1,981 1,356 Taxes 432, , , ,898 Licenses and Permits 11,216 11,257 10,012 9,773 Fines, Forfeitures and Penalties 22,753 27,616 29,059 29,212 Use of Money and Property 3, Aid from Other Government Agencies (state and federal) 1,287,431 1,297,074 1,295,760 1,345,112 Charges for Current Services 123, , , ,873 Other Revenues 77,562 65,623 32,377 46,224 Total Available Funds: $ 1,993,368 $ 1,969,148 $1,935,003 $1,988,536 2

3 History of Assessed Valuations (Amounts Expressed in Thousands) Fiscal Year Total Assessed Valuation Secured/Unsecured Roll Growth ,302, ,328, ,674, ,707, ,630, ,627,518 (6.40) ,769,551 (2.17) ,811,747 (3.07) ,495,032 (2.66) Countywide Secured Tax Levies, Delinquencies and Collections (excludes levies for bond debt service and special assessments) (Amounts Expressed in Thousands) Current Levy Delinquent June 30 Percent Current Levy Delinquent June 30 Total Collections June 30 (1) Total Collection Current Levy Secured Tax Fiscal Year Levies ,140 12, , ,018,386 23, , ,175,665 44, ,131, ,266,825 60, ,206, ,277,763 48, ,228, ,174,519 33, ,141, ,151,004 26, ,124, ,112,482 19, ,093, (1) Includes prior years redemption, penalties and interest 3

4 Largest Secured Taxpayers FY (includes levies for bond debt service and special assessments) Taxpayer Amount AT&T Communications $6,943,233 Pacific Gas & Electric 6,323,497 Hines 6,049,351 Oates, Marvin Et Al 5,927,180 Intel Corporation 5,868,994 WalMart, Sam s Club, Et Al 3,442,051 MP Holdings 3,124,856 Aerojet General Corp. 2,982,865 Donahue Schriber Realty Group 2,523,384 Elliott Homes 2,399,843 Total (represents 3.1% secured tax roll levy): $45,585,254 4

5 COUNTY OF SACRAMENTO Total General Fund Revenues, Expenditures and Changes in Fund Balance through (Amounts Expressed in Thousands) FISCAL YEAR: Beginning Fund Balance (as restated beginning FY ) $ 198,695 $ 148,135 $ 19,388 $86,546 $135,887 Revenues Taxes 483, , , , ,322 Licenses And Permits 11,930 10,744 11,249 11,273 8,403 Fines, forfeitures and penalties 20,856 18,976 19,739 22,973 24,211 Use of money/property 35,707 21,393 1,205 4,447 4,914 Intergovernmental 1,310,063 1,282,840 1,227,949 1,309,517 1,312,373 Charges for sales and services 101, , , , ,740 Miscellaneous 56,118 66,911 61,673 77,952 44,960 Total Revenues: $2,019,794 $1,987,660 $1,861,146 $1,963,796 $1,923,923 Transfers in 28,025 37,594 38,637 29,756 39,380 Total Revenues, Proceeds, Transfers: $2,047,819 $2,025,254 $1,899,783 $1,993,552 $1,963,303 Expenditures General government $ 117,248 $ 100,962 $83,291 $85,674 $81,044 Public protection 648, , , , ,718 Health and sanitation 600, , , , ,086 Public assistance 640, , , , ,066 Public ways and facilities Education Recreation and cultural 11,134 11,077 9,651 18,167 17,637 Capital Lease Obligations (308) 0 0 Total Expenditures: $2,018,442 $2,071,452 $1,809,523 $1,854,990 $1,801,849 Transfers out 71,039 82,549 87,953 89,221 92,136 Total Expenditures and Transfers: $2,089,481 $2,154,001 $1,897,476 $1,944,211 $1,893,985 Net change in fund balance $ (41,662) $ (128,747) $ 2,307 $49,341 $69,318 Ending Fund Balance (as restated end FY ) $ 148,135 $ 19,388 $86,546 $135,887 $205,205 5

6 Lease Obligations As of July 1, 2012 Series 1997 Certificates of 01/01/ Certificates of Participation (1994 Public Facilities Project); dated 01/01/ Certificates of 05/07/ Certificates of 06/19/ Certificates of 05/11/ Certificates of 08/16/ River City Regional Stadium Financing Authority, Taxable Lease Revenue Bonds 2002 Sacramento Regional Arts Facilities Financing Authority Certificates of Participation 2010 Certificates of 03/12/10 Project(s) Rio Cosumnes Correctional Center; Bank of America Building Coroner/Crime Lab and Data Center Boys Ranch; Mather Golf Course; Thornton Youth Center Amount Issued Principal Amount Outstanding Final Maturity County Liability $58,020,000 $8,185, % 88,360,000 70,810, % 15,230,000 12,780, % Juvenile Courthouse 36,150,000 31,065, % Fleet Maintenance Facility; Voters Registration Facility Animal Care Facility; Youth Detention Facility Expansion 40,860,000 32,265, % 46,260,000 43,870, % River Cats Stadium 39,990,000 33,525, % (if ticket receipts insufficient) Theatre Facilities 16,580,000 13,745, % (if ticket receipts insufficient) Main Detention Facility; Parking Garage; Cherry Island Golf Course 126,105, ,455, % Earthquake Insurance As of the date of this Annual Continuing Disclosure Report, earthquake insurance is in effect for the leased premises of the 2010 Certificates of Participation. 6

7 Series Obligation Bonds, (1) (3) Series 1995A Obligation Bonds, Series 1995B,C (2) Obligation Bonds, Series 2003B Obligation Bonds, (3) (4) (5) Series 2004C-3 Funding Bonds, Series 2008 Funding Bonds, Series 2009 (6) Bonds, Series 2011A (2) Bonds, Series 2011B (6) Purpose Fund pension system Fund pension system-refunded with Series 2011A Partially refund Series 1995A Fund pension system Refund Series 2004C-1 Refund Series 2004C-2 Bondsrefunded with Series 2011B Refund Series 1995B,C Pension Obligation Bonds As of July 1, 2012 Anticipated General Principal Fund Amount Amount Final Payment Issued Outstanding Maturity Percent $404,060,208 $241,216, % 134,000, ,441, ,081, % 62,401, ,850, % 359,165, ,615, % 49,760, ,365, ,365, % Refund Series 2009 $73,875,000 $73,875, % (1) Series 1995A amount outstanding reflects partial refund/defease of $128,430,000 with Series (2) County refunded Series 1995B&C variable rate to fixed rate bonds with the Series 2011A and terminated the swap on September 28, (3) Series 1995A, 2003B and 2004C-3 amounts outstanding reflect fully accreted value of capital appreciation bonds. (4) Series 2004 amount outstanding reflects refunding of $346,800,000 with Series 2008 and refunding $49,225,000 with Series (5) County intends to refund/restructure Series 2004C-3 prior to their conversion to auction rate securities on 7/10/2014. (6) County refunded Series 2009 variable rate to fixed rate bonds with the Series 2011B and terminated the swap on October 13,

8 Other County General Fund Obligations Outstanding loans between the County General Fund and the County Treasury Pool are detailed below. The Teeter Plan Loans are also loans between the County and the County s Pooled Investment Fund for a maximum of five years. The interest rate charged is variable and reset quarterly. There are no pre-payment penalties, thereby providing the County with the flexibility to opt-in at a later date into an alternative form of Teeter Plan financing. As of July 1, 2012 Original Loan Amount Principal Amount Outstanding Final Maturity Description Sacramento County (Teeter Plan) 80,005,581 4,449,763 08/01/2013 Sacramento County (Teeter Plan) 64,470,279 8,150,587 08/01/2014 Sacramento County (Teeter Plan) 46,011,798 9,875,527 08/01/2015 Sacramento County (Teeter Plan) 36,698,038 16,077,114 08/01/2016 8

9 Aggregate Debt Service Current Outstanding Debt-Certificates of Participation Only As of July 1, 2012 Per. End. June 30 Series 1997 COPs Series 1997 COPs Series 2003 Pub Fac Proj COPs Series 2003 Juv Court COPs Series 2006 Pub Fac Proj COPs Series 2007 Animal Care/YDF 120 Bed Exp COPS Series 2010 COPs County's Portion of River City Regional Stadium 1999 (1) (represents 66% Bonds) County's Portion of Regional Arts Facility 2002 (2) (represents 50% Bonds) Fiscal Year Total ,315,525 3,025, ,295 2,211,956 3,121,143 2,999,113 14,728,700 2,375, ,266 $36,264, ,319,619 3,020, ,095 2,214,263 3,121,143 3,004,288 14,424,450 2,373, ,856 $35,965, ,320,125 3,024, ,295 2,214,513 3,123,542 3,002,913 14,356,500 2,371, ,839 $35,900, ,318, ,895 2,216,375 3,119,543 2,999,288 12,912,825 2,368, ,724 $31,416, ,318, ,700 2,214,675 3,124,663 2,998,613 13,035,675 2,365, ,969 $31,543, ,320, ,270 2,216,475 3,117,850 3,001,113 13,186,075 2,364, ,554 $31,689, ,318, ,780 2,211,775 3,127,850 3,001,038 9,340,775 2,360, ,459 $27,844, ,317, ,980 2,215,075 1,708,575 3,002,788 9,157,675 2,357, ,108 $26,244, ,317, ,830 2,215,700 1,703,925 3,001,538 5,659,950 2,352, ,479 $22,731, ,316, ,780 2,213,575 1,707,925 2,997,288 5,257,625 2,349, ,916 $22,333, ,316, ,860 2,213,575 1,705,125 3,004,663 5,260,875 2,345, ,988 $22,326, ,319, ,250 2,215,450 1,705,750 2,998,538 5,258,125 2,340, ,500 $22,318, ,316, ,250 2,214,281 1,708,660 3,003,788 5,260,175 2,337, ,313 $22,322, ,315, ,750 2,215,419 1,704,500 3,000,163 5,257,825 2,334, ,250 $22,310, ,317, ,750 2,214,006 1,703,500 2,997,663 5,259,262 2,327, ,313 $22,300, ,316, ,250 2,214,938 1,706,250 3,000,913 5,262,475 2,322, ,500 $22,300, ,250 2,213,106 1,706,250 2,999,663 5,261,600 2,316, ,250 $15,979, ,250 2,212,000 1,703,500 2,998,788 5,261,063 2,309, ,000 $15,960, ,750 2,215,750 1,708,000 2,998, ,188 $8,399, ,250 2,215,000 1,704,250 3,002, ,250 $8,393, ,000 2,214,625 1,707,500 3,000, ,625 $8,399, ,500 2,214,375 1,707,250 3,003,288 $7,880, ,214,000 1,703,500 3,000,038 $6,917, ,706,250 3,005,413 $4,711, ,999,163 $2,999, ,004,706 $3,004,706 Total Debt Service P&I $101,084,340 $9,069,936 $21,111,030 $50,930,907 $50,856,444 $78,025,381 $154,141,650 $42,272,028 $10,969,347 $518,461,063 (1) County required to pay only % of total lease payments, and only if ticket receipts insufficient. (2) County required to pay only 50.0% of total lease payments, and only if ticket receipts insufficient. 9

10 Aggregate Debt Service Current Outstanding Debt-Pension Obligation Bonds and Certificates of Participation As of July 1, 2012 Per. End. June 30 Series 1995A POBs Series 2003B POBs Series 2004 C-3 POBs (1) Series 2008 POBs (2) Series 2011A POBs Series 2011B POBs Fiscal Year COP Total Fiscal Year Total COP & POB ,552,312 7,644, ,053,232 11,690,133 4,894,219 36,264,309 $146,098, ,447,312 7,644, ,721,156 13,325,034 4,894,219 35,965,892 $149,998, ,472,312 7,644,393 3,757,502 27,124,589 13,337,260 4,894,219 35,900,909 $154,131, ,637,312 7,644,393 7,515,004 27,192,422 10,754,257 4,894,219 31,416,984 $154,054, ,942,312 7,644,393 7,515,004 29,222,224 10,754,257 4,894,219 31,543,985 $159,516, ,397,312 7,644,393 7,515,004 31,188,695 10,754,257 4,894,219 31,689,612 $165,083, ,506,816 7,644,393 7,515,004 30,898,766 42,373,416 4,894,219 27,844,674 $162,677, ,356,920 7,644,393 7,515,004 33,312,489 38,210,396 4,894,219 26,244,629 $165,178, ,371,768 7,644,393 7,515,004 33,813,999 35,792,492 4,894,219 22,731,777 $165,763, ,573,008 7,644,393 7,515,004 35,700,648 31,803,530 4,894,219 22,333,541 $169,464, ,427,255 7,515,004 36,533,905 3,740,292 4,894,219 22,326,259 $174,436, ,035,058 7,515,004 38,281,039 60,130,146 4,894,219 22,318,060 $173,173, ,515,004 39,239,366 76,322,107 22,322,906 $145,399, ,515,004 41,211,936 22,310,771 $71,037, ,515,004 43,011,983 22,300,496 $72,827, ,515,004 44,238,161 22,300,443 $74,053, ,515,004 46,212,341 15,979,119 $69,706, ,515,004 47,915,587 15,960,412 $71,391, ,515,004 48,879,209 8,399,726 $64,793, ,515,004 8,393,788 $15,908, ,492,348 8,399,288 $66,891, ,984,846 7,880,413 $65,865, ,917,538 $6,917, ,711,663 $4,711, ,999,163 $2,999, ,004,706 $3,004,706 Total Debt Service P&I $581,257,384 $215,906,243 $247,989,764 $693,751,747 $282,665,470 $135,052,735 $518,461,063 $2,675,084,406 Variable Rate Assumptions: (1) Assumed all-in total rate of 6.904% on Series 2004C-3; will restructure before conversion to auction rate securities July 2014 (2) Assumed rate of 5.901% % for 2026 Term Bond; 5.901% % for 2030 Term Bond; 6.354% (avg 1-mo. LIBOR %) for $12,365,000 of the 2030 Term bond 10

11 VARIABLE RATE DEBT/INTEREST RATE SWAPS Issue 2008 POBs (2004C-1) 2004C-3 POBs Type of Underlying Obligation Floating Rate Notes 1-mo LIBOR+130 BPS $179,450,000; 1-mo LIBOR+145 BPS $179,315,000 Convertible Auction Rate Securities (will restructure before conversion date of 7/10/14) Bond Amount Outstanding as of July 1, 2012 $354,615,000 $108,850,000 (accreted value at conversion date) Bond Insurer FSA MBIA Swap Counterparty Merrill Lynch None Swap Notional Amount as of January 2, 2013 $337,650,000 N/A Payment Terms County pays 5.901%; Counterparty pays 100% 1-mo LIBOR N/A Est. Valuation as of January 2, 2013 (includes accrued interest) Negative $141,176,123 N/A County Credit Rating Risk (threshold for termination events for swap agreement, as amended September 4, 2012) County must maintain two of three minimum ratings set forth below with respect to at least one issue of POBs or COPs: rated at or above Baa2 (Moody s), BBB (S&P) or BBB (Fitch) N/A 11

TOTAL ASSETS $ 479,362 5,444,464 4,077,867 1,187,657 1,868,721 1,745,339 2,018,191 75,535 16,897,136

TOTAL ASSETS $ 479,362 5,444,464 4,077,867 1,187,657 1,868,721 1,745,339 2,018,191 75,535 16,897,136 DEBT SERVICE FUNDS The Gas Tax Revenue Bonds, Sales Tax Improvement Revenue and Refunding Bonds, Tourist Development Tax Refunding Revenue Bonds, Service Fee Limited Revenue Bonds, Guaranteed Entitlement