$200,000,000 FULTON COUNTY, GEORGIA General Fund Tax Anticipation Notes Due: December 29, % Priced to Yield 0.850%

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1 In the opinion of Bond Counsel, under current law and subject to the conditions described under the caption "TAX EXEMPTION AND OTHER TAX MATTERS" herein, (a) interest on the Notes (i) will not be included in gross income for federal income tax purposes, (ii) will not be an item of tax preference for purposes of the federal alternative minimum income tax imposed on individuals and corporations; however, with respect to corporations (as defined for federal income tax purposes) subject to the alternative minimum tax, such interest is taken into account in determining adjusted current earnings for purposes of computing such tax, and (b) will be exempt from income taxation by the State of Georgia. A holder may be subject to other federal tax consequences as described under the caption "TAX EXEMPTION AND OTHER TAX MATTERS" herein. See the proposed form of the approving opinion of Bond Counsel in APPENDIX D hereto. RATINGS: Fitch: "F1+" Moody s: "MIG 1" (See "RATINGS" herein) NEW ISSUE BOOK ENTRY ONLY $200,000,000 FULTON COUNTY, GEORGIA General Fund Tax Anticipation Notes Due: December 29, % Priced to Yield 0.850% Issue Date: May 11, 2017 Principal and Interest Payable on December 29, 2017 (Not Callable) Fulton County, Georgia (the "County") will issue its General Fund Tax Anticipation Notes (the "Notes") in fully registered form, without coupons, which will be registered in the name of Cede & Co. (the "DTC Nominee"), as nominee for The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Notes. Purchasers of beneficial ownership interests in the Notes ("Beneficial Owners") will not receive physical certificates representing their ownership interests in the Notes purchased. So long as DTC or its nominee is the registered owner of the Notes, payment of principal and interest will be made directly to DTC. Interest on the Notes will accrue from the original issue date to, but not including, the maturity date and will be calculated based on a 360-day year (comprised of twelve 30-day months). The Notes are being issued pursuant to Article IX, Section V, Paragraph V of the Georgia Constitution of 1983 and Section of the Official Code of Georgia Annotated, as amended and supplemented, for the purpose of making a temporary loan to pay expenses of the County payable from its General Fund in calendar year 2017, prior to the receipt of revenues from taxes levied or to be levied upon all taxable property in the County. The Notes are payable from the taxes in anticipation of which they are issued and other funds legally available for such payment. The Notes are offered subject to the approving opinion of Hunton & Williams LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed upon for the County by the County Attorney, Patrise Perkins-Hooker, Esq., Atlanta, Georgia. Certain legal matters will be passed on for the County by Greenberg Traurig, LLP, Atlanta, Georgia, Disclosure Counsel. Public Financial Management, Inc. serves as financial advisor to the County in connection with the issuance of the Notes. Delivery is expected to be made through the facilities of DTC in New York, New York, for settlement on or about May 11, Dated: May 3, 2017

2 MATURITY, PRINCIPAL AMOUNT, INTEREST RATE, YIELD, PRICE AND INITIAL CUSIP $200,000,000 General Fund Tax Anticipation Notes, Series 2017 Maturity Principal Interest Initial (December 29) Amount Rate Yield Price CUSIP No $200,000, % 0.85% V45 Initial CUSIP numbers have been assigned to the Series 2017 Tax Anticipation Notes by an organization not affiliated with the County nor the Financial Advisor and are included for the convenience of the owners of the Series 2017 Tax Anticipation Notes only at the time of original issuance of the Series 2017 Tax Anticipation Notes. Neither the County nor the Financial Advisor is responsible for the selection, use or accuracy of the CUSIP numbers nor is any representation made as to the accuracy of the CUSIP numbers as to the Series 2017 Tax Anticipation Notes indicated above now or at any time in the future.

3 BOARD OF COMMISSIONERS OF FULTON COUNTY John H. Eaves, Chairman Bob Ellis, Vice Chairman Marvin S. Arrington, Jr. Emma I. Darnell Joan P. Garner (recently deceased) Liz Hausmann Lee Morris Clerk to the Commission Mark Massey County Manager Richard Anderson Chief Operating Officer Todd Long Chief Strategy Officer Anna Roach Chief Financial Officer Sharon Whitmore, CPA, CPFO Director of Finance Hakeem Oshikoya, CPA, CGFM County Attorney Patrise Perkins-Hooker, Esquire Financial Advisor Public Financial Management, Inc. Atlanta, Georgia Bond Counsel Hunton & Williams LLP Atlanta, Georgia Disclosure Counsel Greenberg Traurig, LLP Atlanta, Georgia

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5 This Official Statement does not constitute a contract between the County or the Underwriters and any one or more owners of the Notes, nor does it constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make such an offer in such jurisdiction. No dealer, broker, salesman or other person has been authorized by the County or the Underwriters to give any information or to make any representations, other than those contained in this Official Statement in connection with the offering of the Notes described herein, and if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the Notes by any person in any jurisdiction in which it is unlawful for such person to make such offer or solicitation. The information set forth herein has been furnished by the County and other sources believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement, nor any sale made hereunder, shall under any circumstances create an implication that there has been no change in the affairs of the County since the date hereof. This Official Statement contains forecasts, projections and estimates that are based on current expectations but are not intended as representations of fact or guarantees of results. If and when included in this Official Statement, the words "expects," "forecasts," "projects," "intends," "anticipates," "estimates," and analogous expressions are intended to identify forward-looking statements as defined in the Securities Act of 1933, as amended, and any such statements inherently are subject to a variety of risks and uncertainties, which could cause actual results to differ materially from those contemplated in such forward-looking statements. These forward-looking statements speak only as of the date of this Official Statement. The County disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the County's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. THE NOTES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF ANY NOTES IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS WHEREIN THE NOTES HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE NOTES OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

6 IN MAKING AN INVESTMENT DECISION INVESTORS MAY RELY ON THEIR OWN EXAMINATION OF THE COUNTY AND THE TERM OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES AND JURISDICTIONS HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The order and placement of information in this Official Statement, including the appendices, are not an indication of relevance, materiality or relative importance, and this Official Statement, including the appendices must be read in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provision or section in this Official Statement. THIS OFFICIAL STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN EITHER BOUND OR PRINTED FORMAT ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITE: THIS OFFICIAL STATEMENT MAY BE RELIED ON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT, OR IF IT IS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITE. References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for any purposes including for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission.

7 TABLE OF CONTENTS Page INTRODUCTION... 1 AUTHORIZATION AND PURPOSE... 1 THE NOTES... 2 General... 2 Book-Entry Only System... 2 THE COUNTY... 4 General... 4 Government... 5 County Executive Management... 6 County Services... 7 Population... 8 Per Capita Personal Income... 8 FULTON COUNTY GENERAL FUND AND FISCAL OVERVIEW... 9 Budget Control... 9 Basis of Accounting Previous Annual Tax Anticipation Note Borrowing General Fund Revenues, Expenditures and Changes in Fund Balance General Fund Balance General Fund Revenues by Source General Fund Expenditures by Function PROPERTY TAXES Property Tax Digest Property Tax Rates Property Tax Collection Schedule Major Taxpayers FULTON COUNTY BONDED INDEBTEDNESS Fulton County Tax-Supported Debt Constitutional Debt Limitation Authorized General Obligation Bonds Property Tax Supported Debt County-wide Pension and OPEB Matters Overview of the County's Pension Plans Net Pension Liability of the Plan Sensitivity of the Net Pension Liability to Changes in the Discount Rate Defined Benefit Supplemental Plan Defined Contribution Plan Deferred Compensation Plan Other Post-Employment Benefits (i)

8 TAX EXEMPTION AND OTHER TAX MATTERS Opinion of Bond Counsel Original Issue Premium Other Tax Matters LITIGATION RATINGS CONTINUING DISCLOSURE DISCLOSURE REQUIRED BY THE SEC PURSUANT TO THE MCDC ORDER FINANCIAL STATEMENTS FINANCIAL ADVISOR APPROVAL OF LEGAL PROCEEDINGS COMPETITIVE SALE OF THE NOTES FORWARD LOOKING STATEMENTS MISCELLANEOUS APPENDIX A APPENDIX B APPENDIX C APPENDIX D MONTHLY CASH FLOW SUMMARIES AUDITED FINANCIAL STATEMENTS OF FULTON COUNTY FOR FISCAL YEAR ENDED DECEMBER 31, 2015 FORM OF RESOLUTION FORM OF BOND COUNSEL OPINION (ii)

9 OFFICIAL STATEMENT $200,000,000 FULTON COUNTY, GEORGIA General Fund Tax Anticipation Notes Due December 29, 2017 INTRODUCTION This Official Statement of Fulton County, Georgia (the "County"), which includes the cover page and appendices hereto, sets forth information concerning the County and its $200,000,000 in aggregate principal amount of General Fund Tax Anticipation Notes, due December 29, 2017 (the "Notes"). The Notes are issued pursuant to a resolution (the "Resolution") adopted by the Board of Commissioners of the County (the "Board" or the "County Board of Commissioners") on May 3, 2017, and will be payable from tax revenues received by the County during calendar year 2017 and other funds available for such payment. A form of the Resolution is attached hereto as APPENDIX C. AUTHORIZATION AND PURPOSE The Notes are being issued pursuant to Article IX, Section V, Paragraph V of the Georgia Constitution of 1983 and Section of the Official Code of Georgia Annotated, as amended and supplemented, and are authorized by the Resolution. Pursuant to applicable constitutional and statutory authorizations, counties, such as the County, may incur debt to pay current expenses by obtaining temporary loans in anticipation of current year tax receipts under the following conditions: (1) no temporary loans or notes incurred in any preceding calendar year are outstanding; (2) the aggregate amount of temporary loans or notes outstanding at any one time may not exceed 75% of the gross income from taxes collected during the prior calendar year; (3) there will not be outstanding at any one time an aggregate of such temporary loans, notes or obligations for current expenses in excess of the total anticipated revenue for the then current calendar year; and (4) such temporary loans or notes shall be payable on or before December 31 of the calendar year in which such loan is made. The proceeds of the Notes will be used to pay certain current expenses to be incurred by the County during calendar year 2017 prior to the receipt of revenues from taxes levied, or to be levied for the General Fund (that is, for operations and maintenance purposes) in The Resolution authorizing the issuance of the Notes shall contain the following statement in order to establish that the amount of the Notes to be issued is within the limitation imposed by the Constitution and statutes of the State of Georgia (the "State"), and that the other conditions set forth therein are met: "The Board of Commissioners hereby finds and determines that (a) the aggregate principal amount of Notes herein authorized ($200,000,000) does not exceed $396,004,130, being 75% of the total gross income from taxes collected by the County in calendar year 2016 for the General Fund ($528,005,506), (b) the aggregate principal amount of the Notes, together

10 with other contracts, notes, warrants or obligations of the County for current expenses in calendar year 2017 for the General Fund do not exceed the total anticipated revenues of the County for the General Fund for calendar year 2017, (c) no such temporary loan or other contract, note, warrant or other obligation for current expenses incurred in calendar year 2016 or any prior calendar year remains unpaid as of the date hereof, and (d) a need exists for the County to borrow $200,000,000 to pay current expenses of the County in calendar year 2017 prior to the receipt of sufficient revenues from taxes levied for the General Fund for 2017." See, "APPENDIX C - FORM OF RESOLUTION" attached hereto. General THE NOTES The Notes will be originally issued as a single fully registered Note, to Cede & Co., the registered owner thereof, as nominee for The Depository Trust Company, New York, New York ("DTC"). See "THE NOTES Book-Entry Only System" herein. Beneficial ownership interests in the Notes will be issued in minimum authorized denominations of $100,000 or any integral multiple of $5,000 in excess thereof. The Notes will be dated as of the date of delivery thereof and payment therefor; will be payable in lawful money of the United States of America upon presentation at the office of the Chief Financial Officer of the County, Atlanta, Georgia. The Notes will bear interest at the rate per annum indicated on the cover page to this Official Statement, payable at maturity and computed on the basis of a 360-day year of twelve 30-day months. Interest on the Notes will accrue from the original issue date to, but not including, the maturity date. The Notes will mature without option of prior redemption on December 29, Book-Entry Only System The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Notes. The Notes will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Note certificate will be issued for the Notes in the aggregate principal amount set forth on the cover of this Official Statement and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned 2

11 subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Notes on DTC's records. The ownership interest of each actual purchaser of each Note ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Notes, except in the event that use of the book-entry system for the Notes is discontinued. To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Notes with DTC and their registration in the name of Cede & Co. or such other nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC's records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from 3

12 the County on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the County, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Notes at any time by giving reasonable notice to the County. In addition, the County may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). Under such circumstances, in the event that a successor securities depository is not obtained, Notes in fully registered form are required to be printed and delivered as provided in the Resolution. THE ABOVE INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE, BUT THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. THE COUNTY WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, BENEFICIAL OWNERS OR OTHER NOMINEES OF SUCH BENEFICIAL OWNERS FOR (I) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (II) THE PAYMENT BY DTC OR BY ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE NOTES; (III) THE DELIVERY OF ANY NOTICE BY DTC OR ANY PARTICIPANT; (IV) THE SELECTION OF THE PARTICIPANTS OR THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL PAYMENT OF THE NOTES; OR (V) ANY CONSENT GIVEN OR ANY OTHER ACTION TAKEN BY DTC OR ANY PARTICIPANT. So long as Cede & Co. is the registered owner of the Notes, as nominee for DTC, reference herein to the registered owners of the Notes shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Notes. General THE COUNTY The County is the central county in the Atlanta Metropolitan Area and the most populous county in Georgia. The latest estimated population of the County as of July 1, 2016 was 1,023,336, as estimated by the U.S. Census Bureau. This is a 1.54% increase from the July 1, 2015 mid-year Census bureau revised estimate of 1,007,803 and an 11.2% increase from the 2010 official count of 920,581. See the table entitled "Estimated Population, Ten-County Atlanta Region and the City of Atlanta" herein. Originally created in 1853 by the Georgia 4

13 General Assembly and enlarged in 1931 by the absorption of two adjacent counties, the County encompasses 523 square miles. The City of Atlanta occupies about square miles, or about 25% of the County, and accounts for approximately 45% of its population. The fourteen other incorporated cities located in the County are: Alpharetta, Chattahoochee Hills, City of South Fulton, College Park, East Point, Fairburn, Hapeville, Johns Creek, Milton, Mountain Park, Palmetto, Roswell, Sandy Springs and Union City. Urban and suburban areas associated with Atlanta, Hapeville, East Point, Sandy Springs and College Park are located in the central section of the County; suburban areas associated with Alpharetta, Roswell, Johns Creek and Milton are located in the northern section of the County, and agricultural areas remain in the extreme ends of the 75-mile distance from the northern to the southern boundaries. Government The County Board of Commissioners is the governing and policy making body of the County. The Board consists of seven members, including the Chairman. Currently, one Commissioner, the Chairman, is elected at large for a four-year term ending December 31, 2018, while remaining Commissioners for each District are elected to serve staggered four-year terms. The current members of the Board are as follows: Name District Current Term Expires John H. Eaves, Chairman 7 December 31, 2018 Bob Ellis, Vice Chairman 2 December 31, 2020 Liz Hausmann 1 December 31, 2018 Lee Morris 3 December 31, 2018 Joan P. Garner * 4 December 31, 2020 Marvin S. Arrington, Jr. 5 December 31, 2018 Emma I. Darnell 6 December 31, 2020 * Commissioner Joan P. Garner passed away on April 18, As such, her seat on the Board is vacant and will be subject to a special election to be held in November, The Board sets levels of service to be provided by each department when it approves each annual department budget. It levies taxes, adopts a yearly capital improvement program, exercises authority over the County's health and welfare programs, authorizes County bond issues, and promotes new industrial activity through its Development Authority. It also regulates zoning, fire and police protection service, parks, and refuse disposal in the unincorporated areas of the County. The Board appoints the County Manager as its chief executive officer, who in turn appoints all department heads, except elected officials and some whose appointments are specifically provided for by law. The County Manager's chief function is to carry out County policy as set by the Board. The Finance Department is responsible for the collection, stewardship, and disbursement of County funds. The Finance Department compiles the County budget, the Comprehensive Annual Financial Report and accumulates data to evaluate programs, and analyzes revenue requirements. The County Attorney oversees an extensive litigation practice which includes employment, catastrophic personal injury, wrongful death, governmental 5

14 contract, taxation, tax sales, tax assessment, zoning, land use, environmental, construction, constitutional, First Amendment, Section 1983, and bankruptcy matters and extensive motion and appellate practice. The Office of the County Attorney also oversees a great variety of property and tax matters. County Executive Management Mr. Richard Anderson was appointed the County Manager effective March 5, Mr. Anderson achieved a distinguished career in telecommunications, rising from account executive to Vice President of BellSouth and then Group President for AT&T. Most recently, Mr. Anderson served as Chief Operating Officer at the Board of Governors of the Federal Reserve System. He also previously served as Executive Director of the Georgia Regional Transportation Authority. Mr. Anderson earned his BS in marketing and MBA from Murray State University. Mr. Todd Long was appointed by the County Manager (Mr. Anderson) to serve as Chief Operating Officer ("COO"), effective October 1, As COO, Mr. Long runs all day-to-day operations of the County's citizen-facing departments and will be ultimately responsible for citizen satisfaction with services and improving efficiency in operations. Mr. Long previously served as Deputy Commissioner of the Georgia Department of Transportation. In this capacity, he helped lead a 4,100 person organization with a $2 billion operating budget. Mr. Long is a graduate of the Georgia Institute of Technology where he earned both Bachelor's and Master's degrees in Civil Engineering. Mrs. Anna Roach was recently appointed to the position of Chief Strategy Officer for the County. Mrs. Roach has over fourteen years of experience practicing law and serving as a consultant to government agencies. She has used her training as an attorney to serve in the public realm in a number of distinct ways, beginning with her tenure as an Administrative Law Judge of the City of New York, and later with her service as head of the Legal and Policy Unit, in the office of the General Counsel, where Mrs. Roach served the Mayor of the District of Columbia. Mrs. Roach obtained her Bachelor's Degree in Public Administration and Public Policy from the State University of New York at Cortland, and then her Juris Doctor from St. John's University, School of Law. Ms. Sharon Whitmore, CPA, CPFO, serves as the County's Chief Financial Officer. Ms. Whitmore has previously served as Interim County Manager, Interim Finance Director and as Deputy Finance Director and various other roles within the County's Finance Department since Prior to her employment with the County, Ms. Whitmore worked for KPMG based in the Atlanta office. Ms. Whitmore received her Bachelor of Science degree in Finance and Accounting from Kennesaw State University. Ms. Whitmore is a certified public accountant and a certified public finance officer, and attends numerous governmental finance and management courses throughout the country. Patrise Perkins-Hooker, Esq. was appointed County Attorney effective January Prior to joining the County, Ms. Perkins-Hooker served as the Vice President and General Counsel for Atlanta BeltLine, Inc. Ms. Perkins-Hooker is an honors graduate of Georgia Tech 6

15 and received her graduate degrees from Emory University School of Law and Emory's Business School. Ms. Perkins-Hooker previously served as the 52 nd president of the State Bar of Georgia. County Services As of April 1, 2017, the County employed 5,052 people on a full-time basis, which figure includes elected officials and department heads. The County justice and court system, tax assessment and collections, libraries, public health services, and recreation are the responsibilities of the County government. Public hospital facilities are administered by The Fulton-DeKalb Hospital Authority, which oversees operations at Grady Memorial Hospital Corporation which including satellite health facilities. The newly established Fulton County Board of Health begins operations July 1, 2017, in which health services to County residents will be provided via various sites throughout the County. Specific services are provided to the unincorporated section of the County until May 1, 2017, then to the newly incorporated City of South Fulton. These services include fire and police protection, street and road construction and maintenance, parks and recreational facilities, licensing, inspecting, and enforcement of building, housing, plumbing and electrical codes. Water treatment and distribution and sewage disposal are provided to County residents connected to these services. The school system for the County, outside the limits of the City of Atlanta, is operated by the Fulton County Board of Education, which is an independent governmental unit. The County owns and operates Fulton County Airport Brown Field, a general aviation airport facility designed for heavy corporate use. In 2015, the County established the Office of Strategy and Performance Management and under the leadership of the Board and the County Manager in January 2016 adopted a three-year strategic plan for fiscal years guided by six priority areas including health, welfare, economic development, culture and recreation and efficiency and financial stability. The newly formed office is responsible for integrating strategic planning, budgeting and performance management to support execution of the strategic plan. Through contractual arrangements, the County provides financial support to The Fulton- DeKalb Hospital Authority, the Building Authority of Fulton County, Fulton County Urban Redevelopment Agency, the Georgia World Congress Center Authority and the City of Atlanta and Fulton County Recreation Authority, which owns and manages operations at the Atlanta Zoo and Philips Arena, and which previously owned and operated Turner Field. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 7

16 Population The U.S. Census Bureau estimated that the County's population as of July 1, 2016 was 1,023,336, and is the 43 rd most populous county in the United States according to the Bureau's July 1, 2016 estimates and the largest in the State. ESTIMATED POPULATION, TEN-COUNTY ATLANTA REGION AND THE CITY OF ATLANTA Percent Change (1) (1) Cherokee 90, , , , % 51.1% 12.8% Clayton 181, , , , Cobb 447, , , , DeKalb 546, , , , Douglas 71,120 92, , , Fayette 62,415 91, , , Fulton 648, , ,581 1,023, Gwinnett 352, , , , Henry 58, , , , Rockdale 54,091 70,111 85,215 89, Atlanta Region 2,513,609 3,429,379 4,107,750 4,505, City of Atlanta 393, , , ,878 (2) (2) (1) U.S. Department of Commerce, Bureau of the Census, as of July 1, (2) U.S. Census estimate as of July 1, 2015, latest available. Source: U.S. Department of Commerce, Bureau of the Census. Per Capita Personal Income Per capita income in the County has trended upward since 2010 and has remained greater than the per capita income for the State. In 2015, per capita income in the County was approximately 73.6% greater than Georgia's per capita income average of $40,306 and approximately 45.4% greater than the national average of $48,112. The following table sets forth per capita income for the County and the State for the period 2013 through 2015 for the County (the latest year for which this data is currently available) and the period 2013 through 2016 for the State: Fulton County State of Georgia 2013 $62,381 $37, ,018 38, ,977 40, ,835 Source: U.S. Department of Commerce, Bureau of Economic Analysis, published as of April

17 Budget Control FULTON COUNTY GENERAL FUND AND FISCAL OVERVIEW The expenditures of the County are made pursuant to local ordinance, which complies with all State of Georgia O.C.G.A. requirements. The County follows these procedures in establishing its annual budgets: (1) Prior to November 15 of the year preceding the budget year, the Budget Commission, consisting of the Chairman of the Board, the County Manager and the Chief Financial Officer, receives budget requests from County departments. (2) Hearings may be held by the Budget Commission to review budget requests, justifications and recommendations. (3) By November 15, the Budget Commission presents a recommended budget for the fiscal year beginning the following January 1 to the Board. This budget includes recommended expenditures and estimated revenues to finance them. This proposed budget is made available for the public to review and is published in accordance with O.C.G.A. requirements. The proposed budget is the acting budget until the final budget is adopted. (4) In December, the statutorily required public hearing is held. (5) The budget is legally adopted by the Board at the first or second meeting in January of the current budget year. A balanced budget is required by law. (6) The level of legal budgetary control (the level at which expenditures may not exceed appropriations) is at the department level with the following provisions: (i) Departments, with the approval of the County Manager or his/her designee, are authorized, with certain exceptions, to transfer amounts within departmental budgets. (ii) Budget amendments that would increase total department appropriations require Board approval. (7) Budgets are legally adopted for the General Fund, Special Services District Funds, Debt Service Funds and other Special Revenue Funds. Formal budgetary integration is employed as a management control device during the year for the General and the Special Services District Funds. The County generally budgets for capital improvements in the General Fund and transfers the appropriation to the Capital Projects Fund. The annual budget must include appropriations sufficient to cover bond debt service, and funds so appropriated are placed in the Debt Service Fund. All annual appropriations, both encumbered and unencumbered, lapse at December 31. (8) Total appropriations for any fund may be increased if, during the year, sources of revenue become available to the County in excess of original anticipations, and these amounts are anticipated by the Budget Commission and subsequently appropriated by the Board. 9

18 The Board adopted the 2017 General Fund Budget of the County on January 18, During the 2016 session of the Georgia General Assembly, Senate Bill 274 was adopted by both houses of the General Assembly and signed by the Governor on April 26, Senate Bill 274 repealed the existing 1953 Budget Law for Fulton County. As a result, the County adopted budgeting practices (pursuant to a Budget ordinance) similar to ones employed by the other 158 counties within Georgia. Basis of Accounting The County maintains a General Fund and designated special funds. The County's accounting records for general governmental operations are routinely maintained on the cash basis during the fiscal year in accordance with legal budgetary requirements. At year end, adjustments are made by the County to conform to accounting principles generally accepted in the United States of America for governmental financial statements. The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary and fiduciary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. The governmental fund financial statements are reported using the current resources measurement focus and the modified accrual basis of accounting. Property taxes are recognized as revenue in the year in which the levy is assessed. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Previous Annual Tax Anticipation Note Borrowing Because a major portion of revenues for the General Fund of the County comes from property taxes which are not due until October 15 (although such taxes are payable July 1 through October 15), it is necessary for the County to borrow working capital for operations during a portion of the year. Tax anticipation notes, such as the Notes, are issued early in the year for the entire amount required and proceeds are invested to mature, as needed, based upon cash flow projections. Investments are made in obligations of the United States governmental agencies, United States Treasury bills and notes, banker's acceptances, the Georgia Local Government Investment Pool and repurchase agreements of very short duration. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10

19 Set forth below is the County's general fund annual tax anticipation note borrowing for the previous ten fiscal years ended December 31 in the years shown: Fiscal Year Principal Amount $120,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000, ,000,000 Source: Fulton County Finance Department. For a presentation of the County's General Fund Revenues, Expenditures and Changes in Fund Balance for Fiscal Years 2012 through 2015 (modified-accrual basis), and for Fiscal Years 2015 and 2016 (cash basis), see the table set forth below. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 11

20 General Fund Revenues, Expenditures and Changes in Fund Balance GENERAL FUND REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE (1) LAST FIVE YEARS (In Thousands of Dollars) (Cash Basis) (Modified Accrual Basis) REVENUES: Taxes $528,006 $550,368 $551,132 $550,717 $470,554 $467,573 Intergovernmental 4,536 4,919 4,357 4,642 4,090 3,872 Charges for Services 28,296 28,554 28,549 29,957 26,988 29,248 Courts and law enforcement 14,573 15,689 15,578 15,737 16,294 16,459 Use of Money and Property 3,314 3,015 3,015 3,914 3,835 3,956 Miscellaneous 23,911 15,619 9,512 6,192 3,564 4,342 Total Revenues $602,636 $618,164 $612,143 $611,159 $525,325 $525,450 EXPENDITURES: Current: Administration 91,027 85,578 79,827 86,263 79,844 86,787 Public Safety 100,339 99,853 98, , , ,389 Legal 119, , , , , ,993 Infrastructure and facilities 33,616 31,596 29,355 46,390 40,390 41,748 Social Services 57,928 51,016 50,116 30,638 34,647 37,328 Health Services 84,438 87,842 87, ,079 89, ,799 Other nonagency 71,179 66,801 66,620 27,803 25,118 29,812 Debt Service: Principal Retirement 5,067 5,296 5,295 5,101 3,061 4,000 Interest 2,097 2,008 2,008 2,131 2,085 2,136 Total Expenditures $565,195 $545,751 $535,790 $538,099 $491,132 $523,992 Excess (Deficiency) of Revenues over (under) expenditures 37,441 72,413 76,353 73,060 34,193 1,458 Other financing sources (uses): Transfers in ,089 8,191 Transfers out (64,484) (44,771) (44,771) (36,957) (44,509) (49,225) Total other financing sources (uses) (63,550) (44,076) (44,076) (36,260) (39,420) (41,034) Net change in fund balances (26,109) 28,337 32,277 36,800 (5,227) (39,576) Fund Balance at beginning of year 155, , ,558 83,758 88, ,561 Fund Balance at end of year $129,587 $155,696 $152,835 $120,558 $ 83,758 $ 88,985 (1) This schedule was prepared by the Fulton County Finance Department. Information shown for years 2012 through 2015 was obtained from audited financial statements of the County prepared on a modified accrual basis. Information shown in the cash basis column for 2016 and 2015 was obtained from unaudited financial statements of the County prepared on a cash basis and may not be comparable to the columns prepared on a modified accrual basis. Source: Fulton County Finance Department. 12

21 Set forth below is a table which presents the County's historical General Fund position on a cash basis (Fiscal Years 2013 through 2016) and the County's forecasted General Fund position for Fiscal Year 2017, as currently budgeted, followed by tables which present General Fund revenues by source and General Fund expenditures by function (cash basis) for Fiscal Years 2007 through For further information on the County's monthly cash flow position, see "APPENDIX A - MONTHLY CASH FLOW SUMMARIES" attached hereto. General Fund Balance CASH AND AVAILABLE RESOURCES (1) CASH FLOW SUMMARY (CASH BASIS) HISTORICAL AND PROJECTED REVENUES AND EXPENDITURES Budgeted Beginning cash, January 1 $101,568,426 $ 84,584,128 $127,359,713 $155,696,922 $129,587,338 Capital improvement funds 10,000,000 65,000, Total $111,568,426 $149,584,128 $127,359,713 $155,696,922 $129,587,338 REVENUES (2) Current tax $407,544,911 $492,013,692 $491,325,033 $480,275,993 $500,472,317 Delinquent tax 14,028,590 28,477,716 23,379,365 11,694,823 33,132,419 Sales tax 35,459,642 34,542,610 35,663,527 36,034,692 26,000,000 All other 72,080,092 69,663,297 68,490,845 75,564,371 78,420,227 Total revenues 529,113, ,697, ,858, ,569, ,024,963 Total cash and revenues $640,681,661 $774,281,443 $746,218,483 $759,266,801 $767,612,301 EXPENDITURES (2) General fund expenditures $546,097,533 $581,921,730 $590,521,561 $629,679,463 $661,979,199 Use of other resources 10,000,000 65,000, Total expenditures $556,097,533 $646,921,730 $590,521,561 $629,679,463 $661,979,199 Ending cash, December 31 st $ 84,584,128 $127,359,713 $155,696,922 $129,587,338 $105,633,102 (1) Estimated cash balance at beginning of current fiscal year available to meet cash flow requirements during fiscal year. (2) Revenues and expenditures shown for 2013 through 2016 are prepared on an unaudited cash basis. Revenues and expenditures shown for 2017 are based upon budgeted revenues and expenditures. Source: Fulton County Finance Department. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 13

22 General Fund Revenues by Source Inter- Governmental Revenue (Cash Basis) (In Thousands of Dollars) Miscellaneous and operating transfers Fiscal Year Taxes Charges for Services Court and Law Use of Money and Property Total 2007 $499,396 $17,556 $26,083 $20,496 $16,348 $20,602 $600, ,942 3,509 30,342 18,330 12,143 20, , ,177 14,303 36,880 18,133 3,828 16, , ,197 3,059 38,242 18,536 4,326 27, , ,802 3,820 26,582 18,166 4,346 17, , ,867 3,872 29,248 16,459 3,956 25, , ,033 4,090 26,204 16,294 3,835 21, , ,827 4,079 30,735 15,516 3,914 18, , ,368 4,919 28,554 15,689 3,015 16, , ,006 4,536 28,296 14,573 3,314 24, ,570 Source: Fulton County Finance Department. General Fund Expenditures by Function (Cash Basis) (In Thousands of Dollars) Infrast. Other Transfers Fiscal Year Health Public Safety Admin. And Facility Social Services Legal Non- Agency Hospital Capital Projects Debt Service Total 2007 $36,461 $ 93,786 $ 90,431 $39,407 $66,454 $109,947 $56,371 $100,639 $40,451 $7,657 $641, , , ,934 41,409 82, ,626 45,680 80,000 27,947 6, , ,252 96,822 90,103 37,474 75, ,110 51,936 76,500 28,365 6, , ,279 99,646 92,234 35,639 67, ,793 28,648 45,073 30,091 2, , ,745 96,715 87,850 34,132 67, ,554 30,946 62,117 25,292 6, , , ,053 88,996 33,857 68, ,123 31,221 70,647 30,732 6, , , ,780 84,781 33,167 64, ,785 26,885 50,000 31,621 5, , , ,086 89,256 35,152 57, ,729 28,232 59,603 35,962 6, , ,038 99,853 85,818 31,596 51, ,962 66,802 61,805 44,138 7, , , ,339 91,027 33,616 57, ,504 73,472 60,057 62,191 7, ,679 NOTE: Beginning in 2015, the employer contribution for the defined benefit pension plan is primarily recorded as Other Non-Agency, which lowers the associated cost of the other categories by approximately $35 million. Source: Fulton County Finance Department. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 14

23 PROPERTY TAXES Property Tax Digest The County is primarily dependent on property tax, in addition to sales tax collections, for over three fourths of total revenues, followed by license and fee revenues and grants. Ad valorem property taxes, in particular, serve as the primary source of repayment and security for the Notes. The County reappraises a portion of the real property located in the County annually so that all real property is reappraised every three years. The assessment of real property in the County is overseen by the Fulton County Board of Tax Assessors, and the level of appeals of its assessments varies from year to year and can at times be significant. A taxpayer may appeal the reappraised value of his property. Georgia law requires the County Tax Commissioner to issue temporary tax bills to taxpayers in appeal equal to the higher of the taxpayer's return of value or 85% of the current year's valuation as set by the County Board of Tax Assessors. In addition, taxes in appeal are not considered delinquent if the taxpayer pays the County the amount of taxes which would be due based on the assessed valuation for the prior year or based on the portion of the undisputed assessed valuation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 15

24 Set forth below are various tables which present the historical assessed value of taxable property in the County, applicable property tax rates in the County, the County's historical property tax collection rates, and the top ten major taxpayers in the County, each for Fiscal Years 2007 through HISTORICAL ASSESSED VALUE OF TAXABLE PROPERTY (1) (In Thousands of Dollars) Total Assessed Value (Gross) Net Assessed Value for General Purposes Fiscal Year Real Property Personal Property Public Utilities Total M&O Exemptions 2007 $46,380,413 $6,991,764 $1,090,830 $54,463,007 $6,706,040 $47,756, ,883,106 7,256,388 1,108,038 58,247,532 6,814,074 51,433, ,156,181 7,403,437 1,119,093 58,678,711 7,360,778 51,317, ,152,996 6,999,360 1,067,474 55,219,830 7,638,222 47,581, ,294,177 7,166,610 1,067,474 53,528,261 7,895,543 45,632, ,328,112 7,517,644 1,147,265 51,993,021 7,648,239 44,344, ,813,235 8,126,964 1,055,835 51,996,034 7,508,857 44,487, ,423,387 7,721,837 1,063,189 53,208,413 7,777,452 45,430, ,532,798 7,190,827 1,137,292 57,860,917 8,727,399 49,133, ,666,238 7,406,453 1,129,634 59,202,325 8,886,618 50,315,707 (1) Under Georgia law, the value of taxable tangible property, with certain exceptions, is required to be assessed at 40% of its estimated fair market value. Source: Fulton County Tax Commissioner and Georgia Department of Revenue. Property Tax Rates TAX RATES (1) (Rate per $1,000 Assessed Value) South Fulton Special Tax District Fiscal Year County Bonds and Operating Special Tax District County Schools State Total (1) Does not include tax millage rates for municipalities or the Atlanta Independent School District located wholly or partially within the County. For 2016, such tax millage rates were as follows: (1) Alpharetta 5.75, (2) Atlanta 11.83, (3) Atlanta Independent School District 21.74, (4) Chattahoochee Hills 10.96, (5) College Park 12.62, (6) East Point (7) Fairburn 9.57, (8) Hapeville 16.61, (9) Johns Creek 4.36, (10) Milton 4.73, (11) Mountain Park 12.90, (12) Palmetto 8.50, (13) Roswell 5.46, (14) Sandy Springs 4.73, and (15) Union City Millage rates for the City of South Fulton have not yet been determined and are expected to impact the millage rate established each year and the service area for the South Fulton Special Services District. Millage rates have, in certain cases, been rounded to the nearest 100 th of a percent. Source: Georgia Department of Revenue, Local Government Services Division. 16

25 Property Tax Collection Schedule County property taxes are generally levied approximately on July 1, based on property values as of January 1, and are payable by October 15. The 2016 tax digest was submitted timely and certified during calendar year The 2016 tax bills were delayed by approximately one month due to corrections to reporting. As such, 2016 property tax bills were due on November 15, 2016 for the County property taxes instead of October 15, As of December 31, 2016, the County had collected approximately 94.9% of the 2016 tax bills. After the due date, interest is charged on unpaid taxes as follows: first $1,000, 7% per annum; amounts over $1,000, 7% per annum plus 1% for each month the amount is unpaid, with a maximum of 12% per annum. In addition to the applicable interest charges, a 10% penalty is assessed as receivables become greater than 90 days delinquent. The Board generally establishes the property tax millage rates by June 30. Unpaid property taxes may attach as an enforceable lien on property as of January 1 of the following year. Set forth below is a table showing the County's tax collection record for the past ten years. TAX COLLECTION RECORD FULTON COUNTY GENERAL FUND AS OF DECEMBER 31, 2016 (In Thousands of Dollars) Total Collections as Percent of Outstanding Delinquent Taxes as Percent of Current Levy Fiscal Year Total Tax Levy Current Tax Collected (1) Percent of Levy Collected Delinquent Tax Collected Total Tax Collected Current Levy Outstanding Delinquent Taxes 2007 $414,657 $385, % $17,709 $402, % $16, % 2008 (1) 451, , , , , (2) 463, , , , , (1) 422, , , , , , , , , , , , , , , , , , , , (1) 458, , , , , , , , , , (3) 463, , , , , (1) (2) (3) 2008, 2010 and 2014 due date October 31 as opposed to a normal due date of October due date December 15 as opposed to a normal due date of October due date November 15 as opposed to a normal due date of October 15. Source: Fulton County Tax Commissioner. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 17

26 Major Taxpayers TEN MAJOR TAXPAYERS OF FULTON COUNTY (1) Assessment Percentage of Total Assessed Value Taxes (2) Development Authority of Fulton County $ 1,544,466, % $16,139,674 Georgia Power 436,715, ,563,674 AT&T 275,399, ,877,927 Coca Cola Company 234,970, ,455,446 Post Apartment Homes 172,118, ,798,636 Delta Airlines 153,035, ,599,224 SunTrust Plaza Associates LLC 136,789, ,429,454 BellSouth Telecommunications 118,583, ,239,193 Corporate Property Investors 110,808, ,157,944 Selig Enterprises Inc. 98,136, ,025,528 Total ten major taxpayers $ 3,281,023, % $34,286,700 Total County gross assessed value (1) $59,202,325,232 (1) Taxes and assessments based on values at time of presentment, with the temporary collection order in place. (2) "Taxes Levied" include taxes levied by Fulton County, the State of Georgia, Fulton County Special Service Districts (where applicable), non-city of Atlanta Community Improvement Districts (where applicable) and Fulton County Board of Education, except that properties located within the City of Atlanta do not pay Fulton County Board of Education taxes. Source: Fulton County Tax Commissioner. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 18

27 Fulton County Tax-Supported Debt FULTON COUNTY BONDED INDEBTEDNESS The County's tax supported debt, as of December 31, 2016, including direct general obligation debt, overlapping jurisdiction debt and contractual obligations, is set forth in the following table: Amount Outstanding Percentage Applicable to Fulton County (5) Amount Applicable to Fulton County Name of Governmental Unit Direct debt: Fulton County General Obligation Library Bonds (4) $ 143,880, % $143,880,673 Fulton County School District 55,870, ,870,000 Municipalities: Alpharetta 94,330, ,330,000 Atlanta (including School District) 387,953, * 364,772,411 Hapeville 12,925, ,925,000 Fairburn 8,830, ,830,289 Union City 10,179, ,179,160 Roswell 11,409, ,409,238 Total Direct Debt $ 725,377,360 $702,196,771 Contractual obligations and overlapping contractual obligations: Fulton County Urban Redevelopment Agency $ 21,291, % $ 21,291,000 College Park Business and Industrial Development Authority 210, ,000 The Fulton-DeKalb Hospital Authority: Revenue Refunding Certificates Series ,330, ,330,000 City of Atlanta and Fulton County Recreation Authority: (1) Arena Series 2010 (1) 97,285, * 93,409,748 Zoo Series 2007 (1) 10,930, * 10,440,191 East Point Building Authority 55,008, ,008,693 Total Overlapping Debt (3) $ 284,054,693 $279,689,632 Total direct and overlapping debt and contractual obligations and overlapping contractual obligations (2) (3) $1,009,432,053 $981,886,403 * Note: For the above debt funded through property tax collections the percentage of overlapping debt applicable is estimated using taxable property values for the specific geographic area. (1) The County and the City are obligated to pay one-third and two-thirds, respectively, of the debt service on the Arena Series 2010 Bonds in the event that revenues from Philips Arena are not sufficient to pay debt service. To date, the County has not been called upon to pay any debt service. The County and the City are obligated to pay one-quarter and three-quarters, respectively of the debt service on the Zoo Series 2007 Bonds. (2) Does not include the County's obligations pursuant to an annually renewable lease agreement with the Fulton County Facilities Corp. The balance outstanding as of December 31, 2016 is $55,275,000. (3) Does not include the City of Sandy Springs obligations pursuant to an annually renewable lease agreement with the Public Facilities Authority. The balance outstanding as of December 31, 2016 is $159,475,000. (4) Includes unamortized premiums/discounts. (5) Calculation of City of Atlanta overlapping percentages: M&O A.V. ($000s) % of M&O A.V. Bond A.V. ($000s) % Bond A.V. City of Atlanta in Fulton $24,171, % $25,945, % City of Atlanta in DeKalb 1,391, % 1,648, % $25,562, % $27,594, % Source: Fulton County Finance Department. 19

28 ASSESSED VALUATION OF TAXABLE PROPERTY, DECEMBER 31, 2016 (In Thousands of Dollars) Estimated Market Value of Taxable Property $148,005,813 Assessed Valuation, Gross (40% Basis) 59,202,325 Less: Applicable Property Tax Exemption for Bond Purposes (3,286,053) Assessed Valuation for Bond Purposes (1) $ 55,916,272 (1) For purposes of Georgia constitutional and other legal requirements, the County may legally issue its general obligation bonded indebtedness in an amount up to 10% of the gross assessed valuation, less applicable property tax exemptions. The indebtedness of the County designated as "Contractual Obligations" in the immediately following table is not subject to the 10% limitation. Source: Fulton County Tax Commissioner. SUMMARY OF TAX-SUPPORTED DEBT DECEMBER 31, 2016 Debt Ratio of Assessed Value for Bond Purposes (2) Debt Ratio of Estimated Market Value (3) Gross Bonded Debt Per Capita (4) Gross Bonded Debt Direct General Obligation Debt (1) $143,880, % 0.10% $ Direct Contractual Obligations (1) 558,316, Overlapping Direct and Contractual Obligations 279,689, Overall Tax-Supported Debt $981,886, % 0.70% $ (1) (2) (3) (4) Includes unamortized premiums/discounts. Based upon assessed value for bond purposes of $55,916,272,000. Assessed value of taxable property equals 40% of estimated market value of the property. Based on the U.S. Census Bureau's 2016 estimate of the population of the County of 1,023,336. Source: Fulton County Finance Department. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 20

29 Assessed Value for Bond Purposes RECORD OF DIRECT BONDED DEBT (000's Omitted) Less-Debt Service Funds Net Bonded Debt Net Bonded Debt % Assessed Value Net Bonded Debt Per Capita Fiscal Year Population Bonded Debt (1) ,137 $51,893,006 $ 4,581 $ 6, ,014,932 59,883,873 1,760 3, ,033,756 57,082, ,581 53,981, ,469 - $178, % $ ,599 50,762, ,564 1, , ,773 49,250, ,545 4, , ,293 49,278, ,373 9, , ,319 50,337, ,044 13, , ,010,562 54,588, ,548 18, , ,023,336 55,916, ,881 22, , Source: Fulton County Finance Department (other than Population); U.S. Department of Commerce, Bureau of Census (Population). (1) Includes unamortized premiums/discounts. Constitutional Debt Limitation The constitutional limit on direct general obligation bonds ("Direct General Obligation Bonds") is the amount equal to 10% of the assessed valuation of taxable property (the "Debt Limit") within the County. Ten percent of the assessed valuation of taxable property is $5,591,627,000. As of December 31, 2016, the County had $121,152,000 Direct General Obligation Bonds. Therefore, the County's unused debt margin was approximately $5,470,475,000 as of January 1, After giving effect to the below referenced issuance by the County of its $104,785,000 in General Obligation Library Bonds on January 31, 2017, the County presently has approximately $225,937,000 in Direct General Obligation Bonds, and $5,365,890,000 of unused debt margin. Authorized General Obligation Bonds The issuance by the County of Direct General Obligation Bonds in an aggregate principal amount not to exceed $275,375,000, in one or more series for library system purposes, was approved by a majority of the voters of the County pursuant to a referendum held on November 4, The County previously issued $167,000,000 in General Obligation Library Bonds in 2010 from this 2008 authorization, and, on January 31, 2017 issued $104,785,000 of General Obligation Library Bonds, which represented the remaining amount of the 2008 authorization. The County is not currently authorized to issue any more Direct General Obligation Bonds. However, the County reserves the absolute right to issue additional Direct General Obligation Bonds, subject to the Debt Limit, at the times and in the manner permissible under applicable law. In addition to the foregoing transactions, the County may also pursue other financing or refinancing opportunities that: (a) lower costs of borrowing and/or maximize savings in accordance with long term planning objectives, and/or (b) provide funding for projects approved by the Board, inclusive of Property Tax Supported Debt (as defined herein). 21

30 Property Tax Supported Debt In addition to the outstanding Direct General Obligation Bonds, the County has other indebtedness, which is property tax supported, including contractual obligations with The Fulton-DeKalb Hospital Authority, the Fulton County Urban Redevelopment Agency, the Geo. L. Smith, II Georgia World Congress Center Authority and the City of Atlanta and Fulton County Recreation Authority (collectively, the "Property Tax Supported Debt"). As of December 31, 2016, the latest date for which this data is available, the County was responsible for $279,689,632 in Property Tax Supported Debt. See "FULTON COUNTY BONDED INDEBTEDNESS - Fulton County Tax-Supported Debt and - Summary of Tax-Supported Debt" above for further information on the historical levels of General Obligation Debt and Property Tax Supported Debt. County-wide Pension and OPEB Matters The County is required to have actuarial estimates produced for its pension and other post-employment benefits ("OPEB") liabilities. Actuarial assessments are "forward-looking" information that reflect the judgment of the fiduciaries of the pension plans and are based upon a variety of assumptions, one or more of which may prove to be inaccurate or be changed in the future, and will change with the future experience of the pension plans. Further, this summary of the County's pension and OPEB information is designed to provide an overview of such matters, and is qualified, in its entirety, to the pension plan documents (available as provided below), the pension plan and OPEB valuations. Certain of the data included in this subsection, where noted, is compiled from preliminary valuation and other reports, which remain subject to final review and approval by the applicable plan fiduciaries, actuaries and auditors, as the case may be, and therefore remain subject to change. The County, as plan sponsor of the below summarized pension plan, is obligated to make the remainder of the contributions necessary to provide funding for the payment of pension benefits, less any active employee participant contributions, as described herein. Overview of the County's Pension Plans Retirement benefits are governed by legislation enacted by the State and the County. The County maintains for eligible employees the Fulton County Employees' Retirement System Pension Plan (the "Plan"), a single-employer defined benefit retirement plan. The Plan was created effective September 1, 1991, as successor to four separate County-maintained pension plans, for all eligible employees of the County (the "Predecessor Plans," and, together with the Plan, are sometimes collectively referred to herein as the "Pension Plans"). Prior to the establishment of the Plan, the employees covered under the Fulton County Employees' Retirement System (the "System") were participants in one of two Predecessor Plans, namely, the General Employees' Pension Plan or the Employees' Pension Plan. Employees covered under the Predecessor Plans who did not elect to participate in the Plan will continue to be eligible for the same benefits of the Predecessor Plan in which they participated; however, participation in the Plan has been a condition of employment for all new employees as of September 1, Complete Plan financial statements can be obtained at the following address: 22

31 Fulton County Finance Department 141 Pryor Street, N.W., Suite 7001 Atlanta, Georgia The funding method and determination of benefits payable are provided in or authorized by various acts of the Georgia Legislature and legislation enacted by the County under home rule powers granted by the State. The Plan generally provides that funds to provide retirement benefits are to be accumulated from employee and County contributions and income from the investment of accumulated funds. Should the accumulated funds be insufficient to meet and pay the benefits when due, the County is required to make up any deficiency. The Plan provides monthly retirement benefits that represent 2.25% of the participants' monthly earnings (the average of the highest three 12-month periods of employment) for the first five years of creditable service and then 2.5% thereafter. The Plan awards cost-of-living increases annually, up to a 3% maximum. Benefits also may be payable at termination, death, or disability. The County's contribution to the Plan is the actuarially determined amount necessary to fund benefits, less employee contributions. The actuarially determined contribution amount is the sum of the annual normal cost and the amortization of the unfunded actuarial accrued liability over the years remaining in the allowable funding period. The actuarial cost method used for funding purposes is the entry age normal cost method. This is one of the approved methods for such plans in the State and provides for contributions based on a level percentage of future payrolls. The unfunded actuarial accrued liability is amortized on a closed basis over a period established by State guidelines. Current membership in the Plan and current year payrolls for 2016 and 2015 are as follows (in thousands of dollars): Members: Retired and receiving benefits 3,232 3,210 Terminated with vested benefits Active participants Total members 3,652 3,715 Total current year payroll for employees covered by the Plan $23,391 $27,820 The required contribution percentages from employer and other intergovernmental units developed in the actuarial valuations for the Plan for 2016 and 2015 as well as the actual contributions, but not including contributions made to the Fulton County Employees' Retirement System Supplemental Plan (the "Supplemental Plan") of $121 and $121, respectively, are as follows (in thousands of dollars): 23

32 Total required employer contributions: Dollar amount $50,493 $48,586 Percent of covered payroll % % Actual employer contributions: Dollar amount $45,953 $47,230 Percent of covered payroll % % Accumulated plan benefits are those future periodic payments, including lump-sum distributions that are attributable under the Plan's provisions to the service employees have rendered. Accumulated plan benefits include benefits expected to be paid to (a) retired or terminated employees or their beneficiaries, (b) beneficiaries of employees who have died, and (c) present employees or their beneficiaries. Benefits under the Plan are based on employee compensation. The accumulated plan benefits for active employees are based on their average compensation and credited service ending on the date as of which the benefit information is presented (the valuation date). Benefits payable under all circumstances - retirement, death, disability, and termination of employment - are included, to the extent they are deemed attributable to employee service rendered to the valuation date. Effective as of the January 1, 2017 valuation, the Fulton County Employees' Retirement System Board (the "FCERS Board") approved a lower assumed rate of return from 7.60% to 7.50%, which affected the actuarial liability by $15.7 million, and also increased the administrative expense assumption from $600,000 to $800,000. Effective as of the January 1, 2016 valuation, the FCERS Board approved a lower assumed rate of return from 7.70% to 7.60%, which affected the actuarial liability by $15.5 million, and also changed the administrative expense assumption from $700,000 down to $600,000. Net Pension Liability of the Plan The System's total and net pension liability for the years ended December 31, 2016 and 2015 are as follows: Total Pension Liability Fiduciary Net Position Net Pension Liability Fiduciary Net Position as a Percentage of Total Pension Liability Fiscal Year Ended December 31, 2015 $1,677,001 $1,217,955 $459, % December 31, ,706,578 1,211, , % [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 24

33 Target allocations and long term expected rates of return for the Plan. Long-term Asset Class Target Allocation Expected Real Rate of Return * Domestic Equity 48.00% 6.71% International Equity Emerging International Equity Core Bonds Global Bonds Global Asset Allocation % * Expected real rate of return is net of inflation. Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the County, calculated using the discount rate of 7.50%, and the System's net pension liability would be if it were calculated using a discount rate that is one-percentage-point lower (6.50%) or one-percentage-point higher (8.50%) than the current rate. 1% Decrease (6.50%) Current Discount (7.50%) 1% Increase (8.50%) System's net pension liability $666,245 $494,741 $348,697 Defined Benefit Supplemental Plan On January 1, 2000, the Supplemental Plan was created to pay benefits in excess of the limitations required for compliance with federal tax laws. The accrued liability for this plan remains at approximately $1.1 million as of January 1, 2016, and is being amortized over an 8 year level dollar method. All of the accrued liability in this plan is attributable to three retirees already receiving a benefit from this plan. Participant information, actuarial funding methods, and other assumptions are the same as the System. This liability does not appear on the actuarial information presented on the preceding pages for the System. The Supplemental Plan obtained a biannual actuarial valuation as of January 1, The County has not yet received the January 1, 2017 valuation. Defined Contribution Plan The Fulton County Defined Contribution Pension Plan was established in June 1999 to provide retirement benefits for new employees, appointees and other County officials, as the defined benefit plan was closed. Mass Mutual serves as an independent administrator of the plan. At December 31, 2016, the plan had 5,227 active participants who contributed 6% of their pensionable earnings, approximately $13,460 during The County also contributed $18,079 which was 8% of their pensionable earnings throughout the year. The County also contributed 25

34 an additional $1,565 in matched funds into the Plan for those Participants electing to participate in the County's Deferred Compensation Plan. Participants fully vest the matched contributions over a five-year period. Plan provisions and contribution requirements are established by and may be amended by the County Board of Commissioners. Deferred Compensation Plan The County has adopted a Deferred Compensation Plan in accordance with the 2001 revisions of Section 457 of the Internal Revenue Code. The Deferred Compensation Plan, available to all County employees, allows an employee to voluntarily defer a certain percentage of gross compensation, not to exceed $18,000 for those under 50 years of age, and an additional $6,000 for all others above 50 years of age. The County also provides a match equal to 1% up to 2% into the Defined Contribution Plan for every 2% contributed to the Deferred Compensation Plan by employees. The Deferred Compensation Plan assets are held in custodial accounts for the exclusive benefit of the participants and their beneficiaries and, therefore, the assets and liabilities are not recorded on the financial statements of the County. TIAA-CREF independently managed assets throughout Other Post-Employment Benefits As of the date of this Official Statement, the County has not received the January 1, 2017 OPEB valuation, and as such, the following information is from the January 1, 2015 OPEB valuation contained in the Comprehensive Annual Financial Report of Fulton County, Georgia, for the Fiscal Year ended December 31, The County provides certain health care and life insurance benefits for retired employees through an independent third party administrator, in which all of the County's employees may become eligible for these benefits if they reach normal retirement age while working for the County. The County contributes 75-90% of the premium cost for health care coverage, based upon the plan chosen by the participant, and contributes 100% of the premium cost for $10,000 of life insurance coverage for those employees retiring after December 1, The County pays 75% of the life insurance premiums for those persons who retired prior to December 1, The total cost to provide retiree health care and life insurance benefits, in the Health Insurance Stabilization fund, an internal service fund, is recognized as paid; such costs approximated $42,873 in 2015, as compared to $38,994 in In accordance with GASB Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, the County's annual other postemployment benefit (OPEB) cost is calculated based on the Annual Required Contribution of the employer (ARC) which is required to be actuarially determined on a biannual basis. The Annual Required Contribution and Total OPEB Obligation amounts were determined under the Attained Age funding method. As of the evaluation date, the number of retirees with current health care coverage was approximately 3,300 and all also had life insurance coverage in effect. Approximately 4,800 active employees with coverage are subject to this plan. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of future events. Examples include 26

35 assumptions of future employment, mortality, and health care cost trends. Amounts determined regarding annual required contributions are subject to revision as results are compared with past expectations and new estimates are made about future trends. In 2009, the County contributed $2,185 to an irrevocable trust fund dedicated to pay for future OPEB claims against the current unfunded accrued actuarial liability of $1,226,465. No contribution has been made subsequently, but interest earnings of $1,845 have accumulated in this trust fund as of December 31, 2015, of which $18 was earned in As of the most recent valuation date of January 1, 2015, the OPEB Plan funded status was as follows: Actuarial Value of Assets Actuarial Accrued Liability (AAL) Unfunded Actuarial Accrued Liability (UAAL) UAAL as a Percentage of Covered Payroll Funded Covered Ratio Payroll $4,012 $1,230,477 $1,226, % $207, % 2015: The County's annual OPEB cost and net OPEB liability for the year ended December 31, Annual required contribution (ARC) for other postemployment benefits $86,971 (OPEB) Interest on annual required contribution 19,110 Adjustment to the ARC (18,256) Annual OPEB cost/annual required contribution 87,825 Annual employer contribution made on claims (32,717) Change in net OPEB obligation 55,108 Net OPEB obligation January 1 477,761 Net OPEB obligation December 31 $532,869 Schedule of OPEB Employer Contributions Three-Year Trend Information Fiscal Year Ended Annual OPEB Cost (ARC) Percentage of ARC Contributed Net OPEB Obligation December 31, 2013 $ 90, % $398,441 December 31, , ,761 December 31, , ,869 27

36 Actuarial Assumptions for the Other Postemployment Benefit plan as of January 1, 2015: Cost Method Entry Age Normal Actuarial Cost method Actuarial Asset Valuation Method Market Value Assumed Investment Rate of Return 4.0%, compounded annually Healthcare Cost Trend Rate 7.0% in 2015 to 5.0% in 2020 and thereafter Aging Adjustment 1.0% at age 30 up to 4.2% ages 60-64, declining to 0.0% at age 90 and over Inflation Rate 3.0% Estimated Salary increases 3.0% Amortization Method Level dollar, 30 years, open period The required schedule of funding progress for the postemployment benefit plan immediately following the notes to the financial statements presents multiyear trend information about whether the actuarial value of plan net position is increasing or decreasing relative to the actuarial accrued liability for benefits over time. It is important to note that significant changes to the prescribed disclosures for defined benefit plans as well as other post-employment benefit plans were made in Additional footnotes and new supplementary schedules outline provisions and other financial results. These are shown within "APPENDIX B - AUDITED FINANCIAL STATEMENTS OF FULTON COUNTY, GEORGIA FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015 (Notes 12 and 13 and Required Supplementary Information)" attached hereto, and should be reviewed within the context of this document. Opinion of Bond Counsel TAX EXEMPTION AND OTHER TAX MATTERS In the opinion of Bond Counsel, under current law, (a) interest on the Notes (i) will not be included in gross income for federal income tax purposes, and (ii) will not be an item of tax preference for purposes of the federal alternative minimum income tax imposed on individuals and corporations; however, with respect to corporations (as defined for federal income tax purposes) subject to the alternative minimum income tax, such interest is taken into account in determining adjusted current earnings for purposes of computing such tax and (b) interest on the Notes will be exempt from income taxation by the State. No other opinion is expressed by Bond Counsel regarding the tax consequences of the ownership of or the receipt or accrual of interest on the Notes. Bond Counsel's opinion will be given in reliance upon certifications by representatives of the County and other parties as to certain facts relevant to both the opinion and requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and is subject to the condition that there is compliance subsequent to the issuance of the Notes with all requirements of the Code that must be satisfied in order for interest thereon to remain excludable from gross income for federal income tax purposes. The County has covenanted to comply with the current provisions of the Code regarding, among other matters, the use, expenditure and investment of the proceeds of the Notes and the timely payment to the United States of any arbitrage rebate amounts with 28

37 respect to the Notes. Failure by the County to comply with such covenants, among other things, could cause interest on the Notes to be included in gross income for federal income tax purposes retroactively to their date of issue. Bond Counsel's opinion represents a legal judgment based in part upon the representations and covenants referenced therein and a review of current law, but is not a guarantee of result or binding on the IRS or the courts. Bond Counsel assumes no duty to update or supplement the opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention or to reflect any changes in law or the interpretation thereof that may thereafter occur or become effective. Customary practice in the giving of legal opinions includes not detailing in the opinion all the assumptions, exclusions, conditions and limitations which are a part of the conclusions therein. See Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions in The Business Lawyer, Volume 63, Page 1277 (2008) and Legal Opinion Principles in The Business Lawyer, Volume 53, Page 831 (1998). Purchasers of Notes should seek advice or counsel concerning such matters as they deem prudent in connection with their purchase of Notes, including with respect to the Bond Counsel opinion. Original Issue Premium Notes purchased, whether upon issuance or otherwise, for an amount (excluding any amount attributable to accrued interest) in excess of their principal amount will be treated for federal income tax purposes as having amortizable bond premium. A holder's basis in such a Note must be reduced by the amount of premium which accrues while such Note is held by the holder. No deduction for such amount will be allowed, but it generally will offset interest on the Notes while so held. Purchasers of such Notes should consult their own tax advisors as to the calculation, accrual and treatment of amortizable bond premium and the state and local tax consequences of holding such Notes. Other Tax Matters In addition to the matters addressed above, prospective purchasers of Notes should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences to certain taxpayers, including without limitation financial institutions, property and casualty insurance companies, S corporations, foreign corporations subject to the branch profits tax, recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of Notes should consult their tax advisors as to the applicability and impact of such consequences. Current and future legislative proposals, if enacted into law, may cause interest on the Notes to be subject, directly or indirectly, to federal income taxation by, for example, changing the current exclusion or deduction rules to limit the aggregate amount of interest on state and local government bonds that may be treated as tax-exempt by certain individuals. The IRS has a program to audit state and local government obligations to determine whether the interest thereon is includible in gross income for federal income tax purposes. If the 29

38 IRS does audit the Notes, under current IRS procedures, the IRS will treat the County as the taxpayer and the owners of the Notes will have only limited rights, if any, to participate. There are many events which could affect the value and liquidity or marketability of the Notes after their issuance, including but not limited to public knowledge of an audit of the Notes by the Service, a general change in interest rates for comparable securities, a change in federal income tax rates or treatment, legislative or regulatory proposals affecting state and local government securities and changes in judicial interpretation of existing law. In addition, certain tax considerations relevant to owners of Notes who purchase Notes after their issuance may be different from those relevant to purchasers upon issuance. Neither the opinion of Bond Counsel nor this Official Statement purport to address the likelihood or effect of any such potential events or such other tax considerations, and purchasers of Notes should seek advice concerning such matters as they deem prudent in connection with their purchase of Notes. LITIGATION The County, like other similar bodies, is subject to a variety of suits and proceedings arising in the ordinary conduct of its affairs. The County, after reviewing the current status of all pending and threatened litigation with the County Attorney, Patrise Perkins-Hooker, Esquire, believes that, while the outcome of litigation cannot be predicted, the final settlement of all lawsuits which have been filed and of any actions or claims pending or, to the knowledge of the County, threatened against the County or its officials in such capacity are adequately covered by insurance or sovereign immunity or will not have a material adverse effect upon the financial position or results of operations of the County. There is no litigation now pending or, to the knowledge of the County, threatened against the County which restrains or enjoins the issuance or delivery of the Notes or the use of the proceeds of the Notes or which questions or contests the validity of the Notes or the proceedings and authority under which they are to be issued, executed and delivered. Neither the creation, organization nor existence of the County, nor the title of the present members or other officials of the County to their respective offices, is being currently contested or questioned to the knowledge of the County. RATINGS The following ratings have been assigned to the Notes: Moody's: "MIG 1"; and Fitch, Inc.: "F1+". An explanation of the significance of such ratings may be obtained from the appropriate rating agency. The County furnished to each of the rating agencies certain information and material with respect to the County and the Notes. Generally, their ratings are based on such information and materials and on their own investigations, studies, and assumptions. There is no assurance that any such rating will be maintained for any given period of time or that any such rating will not be revised downward or withdrawn entirely by the rating agency furnishing the same if, in the judgment of any such rating agency, circumstances so warrant. Any such downward revision or withdrawal of any rating may have an adverse effect on the market price of the Notes. Neither the County nor the Underwriters have undertaken or will undertake any responsibility to bring to the attention of the owners of the Notes either any 30

39 proposed revision, suspension, or withdrawal of any rating or to oppose any such revision, suspension, or withdrawal. CONTINUING DISCLOSURE The Notes will be issued in authorized denominations of $100,000 or more and have a stated maturity of nine months or less and as such are exempt from the provisions of Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the "SEC") promulgated pursuant to the Securities Exchange Act of 1934, as in effect on the date hereof (the "Rule"), other than paragraph (b)(5)(i)(c) thereof. In order to assist the Underwriter in complying with the Rule, the County, as an "obligated person" under the Rule, has covenanted in the Resolution (the "Undertaking") to provide notice of the occurrence of certain enumerated events (each a "Listed Event Notice"). Each Listed Event Notice, if applicable, will be filed by Digital Assurance Certification, L.L.C., as dissemination agent, on behalf of the County on the Electronic Municipal Market Access system, a service of the Municipal Securities Rulemaking Board. The specific nature and timing of filing each Listed Event Notice and other details of the Undertaking are more fully described in "APPENDIX C - FORM OF RESOLUTION" attached hereto. The following disclosure is being provided by the County for the sole purpose of assisting the Underwriter in complying with the Rule: The County previously entered into continuing disclosure undertakings, as an "obligated person" under the Rule (the "Prior Undertakings"). In the previous five year period beginning on April 18, 2012 and ending on April 18, 2017 (the "Compliance Period"), the County has, on several instances during the Compliance Period, failed to comply with certain provisions of the Prior Undertakings, including: (a) failing to file or timely file certain financial information and/or operating data, (b) failing to provide certain required financial information and/or operating data in its annual filings, and (c) failing to file or timely file certain notices. DISCLOSURE REQUIRED BY THE SEC PURSUANT TO THE MCDC ORDER The County previously self-reported to the SEC pursuant to the Division of Enforcement's (the "Division") Municipalities Continuing Disclosure Cooperation Initiative (the "MCDC Initiative"). In anticipation of the institution of proceedings by the SEC in connection with the MCDC Initiative, the County submitted an Offer of Settlement in April 2016 which the SEC accepted and which resulted in an order being entered by the SEC on the matter on August 24, 2016 (the "MCDC Order"). Solely for the purpose of the proceedings brought by or on behalf of the SEC under the MCDC Initiative, and without admitting or denying the findings in the MCDC Order, except as to the SEC's jurisdiction over it and the subject matter of the proceedings, which were admitted, the County consented to the entry of the MCDC Order. Pursuant to the MCDC Order, the SEC ordered, among other things, that the County shall comply with the following undertakings: (a) Within 180 days of the entry of the MCDC Order, establish appropriate written policies and procedures and periodic training regarding continuing disclosure obligations to effect compliance with the federal securities laws, including the designation of an individual or 31

40 officer at the County responsible for ensuring compliance by the County with such policies and procedures and responsible for implementing and maintaining a record (including attendance) of such training. (b) Within 180 days of the entry of the MCDC Order, comply with existing continuing disclosure undertakings, including updating past delinquent filings if the County is not currently in compliance with its continuing disclosure obligations. (c) For good cause shown, the SEC staff may extend any of the procedural dates relating to these undertakings. Deadlines for procedural dates shall be counted in calendar days, except that if the last day falls on a weekend or federal holiday, the next business day shall be considered the last day. (d) Disclose in a clear and conspicuous fashion the terms of the settlement in any final official statement for an offering by the County within five years of the institution of the proceedings. (e) Certify, in writing, compliance with the undertakings set forth above. The certification shall identify the undertakings, provide written evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to demonstrate compliance. The SEC staff may make reasonable requests for further evidence of compliance, and the County has agreed to provide such evidence. The certification and supporting material shall be submitted to SEC staff with a copy to the Office of Chief Counsel of the Division, no later than the one-year anniversary of the institution of these proceedings (August 24, 2017). (f) Cooperate with any subsequent investigation by the Division regarding the false statement(s) and/or material omission(s), including the roles of individuals and/or other parties involved. FINANCIAL STATEMENTS The basic financial statements of the County for the Fiscal Year ended December 31, 2015 have been audited by PJC Group, LLC, Atlanta, Georgia, independent certified public accountants. See: "APPENDIX B AUDITED FINANCIAL STATEMENTS FOR FULTON COUNTY FOR FISCAL YEAR ENDED DECEMBER 31, 2015" attached hereto. PJC Group did not participate in the preparation of this Official Statement nor did it provide its consent to the inclusion of the financial statements. As such, the accountants have not performed any review of the financial information since the date of their audit letter June 3, FINANCIAL ADVISOR Public Financial Management, Inc., Atlanta, Georgia, serves as financial advisor to the County in connection with the Notes and other tax anticipation note issuances. The financial advisor will not engage in any underwriting activities with regard to the issuance and sale of the Bonds. The financial advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of 32

41 the information contained in this Official Statement and is not obligated to review or ensure compliance with the undertaking by the County to provide continuing secondary market disclosure. APPROVAL OF LEGAL PROCEEDINGS Legal matters incident to the authorization and issuance of the Notes are subject to the approval of Hunton & Williams LLP, Atlanta, Georgia, Bond Counsel. The form of opinion of Bond Counsel will be substantially as attached hereto as APPENDIX D. Certain matters will be passed on for the County by Patrise Perkins-Hooker, Esq., Atlanta, Georgia. Certain matters will be passed on for the County by Greenberg Traurig, LLP, Atlanta, Georgia, Disclosure Counsel. COMPETITIVE SALE OF THE NOTES The Notes are being purchased by J.P. Morgan Securities LLC (the "Underwriter"), as the successful bidder pursuant to a competitive sale. The Underwriter has agreed to purchase the Notes, at a price equal to $201,436, (representing the principal amount of the Notes of $200,000,000.00, less an underwriting discount of $12,000.00, and plus a premium of $1,448,000.00). The Underwriter's obligations to purchase the Notes are subject to certain conditions precedent set forth in the Official Notice of Sale, and it will be obligated to purchase all of the Notes if any Notes are purchased. The Notes were initially offered to the public at the prices set forth on the inside front cover page of this Official Statement. The prices and other terms with respect to the offering and sale of the Notes may be changed from time to time by the Underwriter after such Notes are released for sale, and the Notes may be offered and sold at prices other than the initial offering prices, including sales to dealers whom may sell the Notes into investment accounts. FORWARD LOOKING STATEMENTS Any statements made in this Official Statement, including in the appendices, involving estimates or matters of opinion, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates or matters of opinion will be realized. The statements contained in this Official Statement, including in the appendices, that are not purely historical, are forward-looking statements. Readers should not place undue reliance on forward-looking statements. All forward looking statements included in this Official Statement are based on information available on the date hereof and the County assumes no obligation to update any such forward-looking statements. It is important to note that the actual results could differ materially from those in such forward-looking statements. 33

42 The forward-looking statements herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the County. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement, including in the appendices, would prove to be accurate. MISCELLANEOUS The 2017 General Fund Budget of Fulton County was adopted on January 18, Certain data from the 2017 General Fund Budget is contained in this Official Statement. In addition, certain information contained herein was obtained from unaudited financial reports for the Fiscal Year ended December 31, 2016, and from the Comprehensive Annual Financial Report of Fulton County, Georgia, for the Fiscal Year ended December 31, The information in this Official Statement has been compiled from official and other sources deemed by the County to be reliable, and, while not guaranteed as to completeness or accuracy, such information is believed by the County to be correct as of the date of this Official Statement. Use of the words "shall" or "will" in this Official Statement or in summaries of documents to describe future events or continuing obligations is not intended as a representation that such event or obligation will occur but only that the document contemplates or requires such event to occur or obligation to be fulfilled. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates or matters of opinion will be realized. Neither this Official Statement nor any statement which may have been made orally or in writing is to be construed as a contract with the holders of Notes. Hunton & Williams LLP, Atlanta, Georgia, has not been engaged to express any opinion with respect to the accuracy, completeness or sufficiency of this Official Statement. The address of the Fulton County Department of Finance is 7 th Floor, Government Center Tower, 141 Pryor Street, S.W., Atlanta, Georgia 30303, and its telephone number at such address is (404)

43 This Official Statement has been duly authorized, executed and delivered by Fulton County, Georgia. By: /s/ John H. Eaves Chairman Board of Commissioners of Fulton County, Georgia 35

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45 APPENDIX A MONTHLY CASH FLOW SUMMARIES Fulton County, Georgia General Fund CASH FLOW BUDGET / ACTUALS Cash Flow Summary (in thousands) ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL BUDGET Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec Beginning Fund Balance 155, , , , , , , , , , , , ,696.9 Borrowings: Capital Improvement funds , (20,114.5) Tan Proceeds / In(Out) , (150,000.0) Total Available funds 155, , , , , , , , , , , , ,696.9 Receipts: 100 Taxes (402.4) (0.1) 116, , , , , Motor Vehicle , , TAVT Tax 1, , , , , , , , , , , , , , Current Intangible , , , , Prior Year 7,695.4 (0.3) 1, , (2,436.4) , , St Real Est Transfer Tax , , LOST 3, , , , , , , , , , , , , , Intergov't Federal Intergov't. State , , Intergov't. local , , Chgs for Service 2, , , , , , , , , , Courts & Law Enf , , , , , , , , , , , , Investment Income (2.8) (5.0) Rents & Royalties (237.3) , , Other Income , , , , , , , , Financial Institution Tax , , , Transfer In General Total Receipts 18, , , , , , , , , , , , , ,326.4 Disbursements: 100 Salaries 15, , , , , , , , , , , , , , Social Security 1, , , , , , , , , , , , , , Services 1, , , , , , , , , , , , , , Operating Expenses 1, , , , , , , , , , , , , , Capital Items , , , Other Misc. Exp , , (1,487.9) 1, , , , Ins. Health/Life 5, , , , , , , , , , , , , , Pension/DC County Paid 4, , , , , , , , , , , , , , Debt Service , , , , , ,012.6 Grady Operating & Health Clinics 3, , , , , , , , , , , , , ,500.0 Grady Debt 1, , , , , , , , , , , , , ,743.2 Total Disbursements 35, , , , , , , , , , , , , ,239.6 General Fund - Fund Balance 139, , , , , , , , , , , , ,783.7 A-1

46 Fulton County, Georgia General Fund CASH FLOW BUDGET / ACTUALS / FORECAST Cash Flow Summary (in thousands) ACTUAL/ ACTUAL ACTUAL ACTUAL ACTUAL FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST FORECAST BUDGET ACTUAL Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec Beginning Fund Balance 129, , , , , , , , , , , , , , ,696.9 Borrowings: Tan Proceeds / In(Out) , (200,000.0) Total Available funds 129, , , , , , , , , , , , , , ,696.9 Receipts: 100 Taxes , , , , , , , Motor Vehicle , , , TAVT Tax 1, , , , , , , , , , , , , Current Intangible , , , Prior Year 3, , , , , , , St Real Est Transfer Tax , , , LOST 3, , , , , , , , , , , , , , , Intergov't Federal Intergov't. State , , , Intergov't. local , , , Chgs for Service , , , , , , , , , , , , , , Courts & Law Enf , , , , , , , , , , , , , Investment Income Rents & Royalties , , , Other Income , , , , , , , , , , , , Financial Institution Tax , , , , Transfer In General Total Receipts 13, , , , , , , , , , , , , , ,569.9 Disbursements: 100 Salaries 16, , , , , , , , , , , , , , , Social Security 1, , , , , , , , , , , , , , , Services 2, , , , , , , , , , , , , , , Operating Expenses 1, , , , , , , , , , , , , , , Capital Items , , , Other Misc. Exp , , , , , , , , , , , , , Ins. Health/Life 5, , , , , , , , , , , , , , , Pension/DC County Paid 4, , , , , , , , , , , , , , , Debt Service , , , , , , ,785.8 Grady Operating & Health Clinic 3, , , , , , , , , , , , , , ,500.0 Grady Debt 1, , , , , , , , , , , , , , ,556.6 Total Disbursements 37, , , , , , , , , , , , , , ,679.5 General Fund - Fund Balance 106, , , , , , , , , , , , , , ,587.3 A-2

47 APPENDIX B AUDITED FINANCIAL STATEMENTS OF FULTON COUNTY FOR FISCAL YEAR ENDED DECEMBER 31, 2015

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49 INDEPENDENT AUDITORS REPORT B-1

50 PJC GROUP, LLC CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITOR'S REPORT To the Board of Commissioners Fulton County, Georgia Report on the Financial Statements We have audited the accompanying financial statements of the governmental acnvities, the business-type activities, the aggregate discretely presented component unit, each major fund, and the aggregate remaining fund information of Fulton County, Georgia (the "County"), as of and for the year ended December 31, 2015, and the related notes to the financial statements, which collectively comprise the County's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We did not audit the financial statements of The Fulton-Dekalb Hospital Authority, which statements reflect total assets (in thousands) of $781,055, total net position (in thousands) of $368,998 and total revenues (in thousands) of $928,833 which represent the aggregate discretely presented component unit. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Fulton Dekalb Hospital Authority, in the component unit column, is based solely on the report of the other auditors. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. Suite 2302, 260 Peachtree St. N.W. Atlanta, Georgia Phone: Fax: B-2

51 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions, Opinions In our opinion, based on our audit and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component unit, each major fund, and the aggregate remaining fund information of Fulton County, Georgia as of December 31, 2015, and the respective changes in financial position and, where applicable, cash flows thereof and the respective budgetary comparison for the General Fund and the Major Special Revenue Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages 4 through 11 and Required Supplementary Information on pages be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the County's basic financial statements. The combining statements and schedules, and the other information, such as the introductory and statistical sections are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining statements and schedules are the responsibility of management and were derived from and relates directly tothe underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United 2 B-3