RULE 15c2-12FILING COVER SHEET

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1 RULE 15c2-12FILING COVER SHEET This cover sheet is sent with all submissions to the Municipal Securities Rulemaking Board (the Nationally Recognized Municipal Securities Information Repository) and any applicable State Information Depository pursuant to Securities and Exchange Commission (SEC) Rule 15c2-12 or any analogous state statute. Issuer Name: City of Lake Worth, Texas Issue(s): $ 6,000,000 Combination Tax and Revenue Certicates of Obligation, Series 2005 $ 10,300,000 Combination Tax and Revenue Certificates of Obligation, Series 2008 $ 4,725,000 General Obligation Refunding Bonds, Series 2009 $ 2,675,000 General Obligation Refunding Bonds, Series 2011 Filing Format X electronic paper; If available on the Internet, give URL: CUSIP Numbers to which the information filed relates (optional): X Nine-digit number(s) (see following page(s)): Six-digit number if information filed relates to all securities of the issuer * * * Financial & Operating Data Disclosure Information X Annual Financial Report or CAFR X Financial Information & Operating Data Other (describe) X Fiscal Period Covered: FYE 2012 Monthly Quarterly X Annual Other: * * * I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: /s/ Debbie Whitley Name: Debbie Whitley Title:Assistant City Manager/Director of Finance Employer: City of Lake Worth, Texas Voice Telephone Number: (817) ext Address: dwhitley@lakeworthtx.org

2 DESCRIPTION OF ISSUES COVERED BY THIS REPORT Combination Tax and Revenue Certicates of Obligation, Series 2005 Date Principal CUSIP 08/15/13 $ 270, DR5 08/15/14 280, DS3 08/15/15 295, DT1 08/15/16 305, DU8 08/15/17 320, DV6 08/15/18 330, DW4 08/15/19 345, DX2 08/15/20 360, DY0 08/15/21 375, DZ7 08/15/22 395, EA1 08/15/23 410, EB9 08/15/24 430, EC7 08/15/25 450, ED5 $ 4,565,000 Combination Tax and Revenue Certificates of Obligation, Series 2008 Date Principal CUSIP 10/01/13 $ 200, EG8 10/01/14 200, EH6 10/01/15 200, EJ2 10/01/16 200, EK9 10/01/17 200, EL7 10/01/18 200, EM5 10/01/19 200, EN3 10/01/20 200, EP8 10/01/21 200, EQ6 10/01/22 200, ER4 10/01/23 200, ES2 10/01/24 200, ET0 10/01/25 580, EU7 10/01/27 1,230, EW3 10/01/31 2,945, FA0 10/01/34 2,725, FD4 $ 9,880,000

3 General Obligation Refunding Bonds, Series 2009 Date Principal CUSIP 04/01/13 $ 510, FH5 04/01/14 525, FJ1 04/01/15 535, FK8 04/01/16 555, FL6 04/01/17 580, FM4 04/01/18 280, FN2 04/01/19 295, FP7 $ 3,280,000 General Obligation Refunding Bonds, Series 2011 Date Principal CUSIP 09/01/13 $ 245, FS1 09/01/14 260, FT9 09/01/15 260, FU6 09/01/16 260, FV4 09/01/17 265, FW2 09/01/18 275, FX0 09/01/19 280, FY8 09/01/20 290, FZ5 09/01/21 305, GA9 $ 2,440,000

4 ONTINUING ISCLOSURE EPORT OR HE ISCAL EAR NDED EPTEMBER GENERAL OBLIGATION DEBT

5 FINANCIAL STATEMENTS The audited financial statements for the City for the fiscal year ended September 30, 2012 are being separately filed directly with the Nationally Recognized Municipal Securities Information Repository and any applicable State Information Depository, and are hereby incorporated by reference into this Annual Continuing Disclosure Report. SIGNATURE OF ISSUER The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as a promise or guarantee. This Annual Continuing Disclosure Report may contain, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The information and expressions of opinion contained herein are subject to change without notice, and the delivery of this Annual Continuing Disclosure Report will not, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described. CITY OF LAKE WORTH, TEXAS /s/ Debbie Whitley Debbie Whitley Assistant City Manager/Director of Finance Approved for Submission: 03/27/2013 Date

6 CERTIFICATE OF SUBMISSION OF ANNUAL REPORT Subject to the continuing disclosure requirements of SEC Rule 15c2-12, this Annual Continuing Disclosure Report for the City of Lake Worth, Texas with respect to the issues listed on the report cover was submitted directly to the National Recognized Municipal Securities Information Repository ( NRMSIR ) listed below as well as to any applicable State Information Depository ( SID ). NRMSIR Municipal Securities Rulemaking Board ("MSRB") via the Electronic Municipal Market Access ("EMMA") system First Southwest Company Signed by: /s/ Brandon Scott

7 CITY OF LAKE WORTH, TEXAS 2013 GENERAL OBLIGATION DEBT REPORT TABLE 1 VALUATION, EXEMPTION AND TAX SUPPORTED DEBT 2012/13 Market Valuation Established by the Tarrant Appraisal District (excluding totally exempt property) $ 374,903,767 Less Exemptions/Reductions at 100% Market Value: Over 65 and Disabled Homestead Exemptions $ 19,531,990 Disabled Veteran's Exemptions 820,897 Agricultural Exemptions 1,398,822 Prorated Absolute Exemption 2,411 21,754, /13 Taxable Assessed Valuation $ 353,149,647 Total Debt Payable from Ad Valorem Taxes as of 1/31/2013 $ 20,375,000 Less Self-Supporting Debt (1) 4,004,400 Net Funded Debt Payable from Ad Valorem Taxes $ 16,370,600 Interest and Sinking Fund as of 1/31/2013 $ 809,835 Ratio Total Debt to Taxable Assessed Valuation 5.77% Ratio Net Debt to Taxable Assessed Valuation 4.64% 2013 Estimated Population - 4,783 Per Capita Taxable Assessed Valuation - $73,834 Per Capita Total Funded Debt - $4,260 Per Capita Net Funded Debt - $3,423 (1) General obligation debt is the amounts shown for which repayment is provided from either sales tax revenues or Waterworks and Sewer System revenues. The amount of self-supporting debt is based on the sales tax and Waterworks and Sewer System revenue support as shown in Table 9. It is the City s current policy to provide these payments from such revenues; this policy is subject to change in the future and, if changed to reduce the amount of such revenue support for general obligation debt, the City would be required to increase its debt service tax to compensate for the reduction in sales tax revenue support.

8 TABLE 2 TAXABLE ASSESSED VALUATION BY CATEGORY Fiscal Year Ended September 30, % of % of % of Category Amount Total Amount Total Amount Total Real, Residential, Single-Family $ 118,471, % $ 119,082, % $ 120,064, % Real, Residential, Multi-Family 552, % 778, % 779, % Real, Vacant Lots/Tracts 9,245, % 9,732, % 9,299, % Real, Acreage (Land Only) 2,140, % 2,140, % 2,117, % Real, Commercial 191,211, % 192,014, % 189,075, % Tangible, Oil, Gas, Mineral Reserve 2,428, % 11,929, % 6,027, % Real and Tangible, Personal Utilities 5,823, % 6,246, % 5,623, % Tangible Personal, Commercial 44,453, % 52,567, % 51,809, % Tangible Personal, Industrial 50, % 407, % 56, % Tangible Personal, Mobile Homes 171, % 166, % 197, % Tangible Personal, Other 353, % 353, % 649, % Miscellaneous % % % Total Appraised Value Before Exemptions $ 374,903, % $ 395,420, % $ 385,700, % Less: Total Exemptions/Reductions 21,754,120 20,996,470 21,482,642 Taxable Assessed Value $ 353,149,647 $ 374,423,766 $ 364,217,600 Fiscal Year Ended September 30, % of % of Category Amount Total Amount Total Real, Residential, Single-Family $ 132,208, % $ 138,463, % Real, Residential, Multi-Family 786, % 856, % Real, Vacant Lots/Tracts 10,141, % 11,053, % Real, Acreage (Land Only) 3,207, % 3,256, % Real, Commercial 196,838, % 208,608, % Tangible, Oil, Gas, Mineral Reserve % % Real and Tangible, Personal Utilities 6,305, % 5,965, % Tangible Personal, Commercial 55,421, % 52,147, % Tangible Personal, Industrial 144, % 232, % Tangible Personal, Mobile Homes 226, % 231, % Tangible Personal, Other 939, % 2,270, % Miscellaneous % % Total Appraised Value Before Exemptions $ 406,219, % $ 423,086, % Less: Total Exemptions/Reductions 21,173,285 20,085,737 Taxable Assessed Value $ 385,045,977 $ 403,000,297

9 TABLE 3 VALUATION AND TAX SUPPORTED DEBT HISTORY Ratio of Tax Tax Supported Supported Tax Fiscal Taxable Debt Debt Supported Year Taxable Assessed Outstanding to Taxable Debt Ended Estimated Assessed Valuation at End Assessed Per 9/30 Population (1) Valuation (2) Per Capita of Year (3) Valuation Capita ,866 $ 403,000,297 $ 82,820 $ 23,310, % $ 4, , ,045,977 79,391 22,420, % 4, , ,217,600 75,096 21,535, % 4, , ,423,766 78,826 20,375, % 4, , ,149,647 73,834 19,140,000 (4) 5.42% (4) 4,002 (4) (1) Source: North Central Texas Council of Governments and City officials. (2) As reported by the Tarrant County Appraisal District on City s annual State Property Tax Board Reports; subject to change during the ensuing year. (3) Includes self-supporting debt; excludes notes payable and leases. (4) Projected. TABLE 4 TAX RATE, LEVY AND COLLECTION HISTORY Fiscal Interest Year and Ended Tax General Sinking % Current % Total 9/30 Rate Fund Fund Tax Levy Collections Collections 2009 $ $ $ $ 1,284, % 99.11% ,650, % % ,793, % 98.86% ,746, % 99.93% ,675, % (1) 82.78% (1) (1) Collections through January 31, TABLE 5 TEN LARGEST TAXPAYERS 2012/13 Taxable Assessed Name of Taxpayer Nature of Property Valuation Inland Western Lake Worth Real Estate/Development 26,506,113 % of Total Taxable Assessed Valuation $ 7.51 % 6034 Azle Avenue LLC Retail 21,120, Wal-Mart Stores, Inc. Retail 20,269, Target Corporation Retail 12,049, Ritchie Bros. Properties Ltd. Real Estate/Development 11,375, Home Depot Retail 11,283, TSCA-nb 1997 (Del) LLC Shopping Center 9,250, Applestap LLC Real Estate/Development 4,466, JC Pace Ltd Equipment Leasing 3,838, XTO Energy Inc Energy 3,741, $ 123,900, %

10 TABLE 6 TAX ADEQUACY Net Principal and Interest Requirements,2013 $ 1,444,691 $ Tax Rate at 97% Collection Produces $ 1,444,898 Average Net Principal and Interest Requirements $ 1,137,856 $ Tax Rate at 97% Collection Produces $ 1,137,968 Maximum Net Principal and Interest Requirements, 2019 $ 1,444,691 $ Tax Rate at 97% Collection Produces $ 1,444,898 TABLE 7 DEBT SERVICE REQUIREMENTS Fiscal Net Year Less: Outstanding % of Ending Outstanding Debt Service (1) Self-Supporting Debt Principal 9/30 Principal Interest Total Debt Service Service Retired 2013 $ 1,235,000 $ 871,106 $ 2,106,106 $ 661,415 $ 1,444, ,265, ,519 2,097, ,996 1,429, ,290, ,969 2,081, ,399 1,421, ,320, ,701 2,072, ,882 1,412, ,365, ,364 2,071, ,101 1,403, % ,085, ,144 1,740, ,440 1,312, ,120, ,659 1,734, ,264 1,299, , ,236 1,422, ,600 1,216, , ,971 1,419, ,000 1,211, , ,009 1,101,009-1,101, % , ,899 1,089,899-1,089, , ,689 1,082,689-1,082, , ,269 1,074,269-1,074, , , , , , , , , % , , , , , , , , , , , , , , , , , , , , % , , , , ,000 72, , , ,000 24, , , % $ 20,375,000 $ 10,389,787 $ 30,764,787 $ 4,594,097 $ 26,170,690 (1) Outstanding Debt Service includes self-supporting debt but does not include other obligations of the City. See Table 11 Other Obligations.

11 TABLE 8 INTEREST AND SINKING FUND BUDGET PROJECTION (1) Tax Supported Debt Service Requirements, Fiscal Year Ending 9/30/13 $ 2,106,106 Interest and Sinking Fund, 9/30/12 $ 55,622 Budgeted Interest and Sinking Fund Tax Levy 1,173,735 Budgeted Transfers from Economic Development Corporation 253,917 Budgeted Transfers from Waterworks and Sewer System 267,320 Use of Prior Year Reserves 43,500 Delinquent Taxes 9,000 Pentalty and Interest 9,000 Debt paid directly from Water & Sewer Debt Service Fund 301,730 Estimated Investment Income 500 $ 2,114,324 Estimated Balance, 9/30/13 $ 8,218 (1) Includes self-supporting debt. TABLE 9 - COMPUTATION OF SELF-SUPPORTING DEBT FY 2012/13 4B Economic Development Corporation Sales Tax Revenue Available (1) $ 1,515,820 FY 2012/13 Debt Service Requirements for Self-Supported Debt $ 102,400 Percentage of Debt Self-Supporting % FY 2012/13 Net Waterworks and Sewer System Revenue Available for Debt Service $ 616,774 Deduct: Direct System Revenue Debt 14,000 Revenue Available for Self-Supporting Debt $ 602,774 FY 2012/13 Debt Service Requirements for Self-Supported Debt $ 559,015 Percentage of Debt Self-Supporting % (1) Certain costs of projects constructed by the City are paid by the Lake Worth Economic Development Corporation in accordance with an agreement between the City and the Corporation (see Table 13 Sales Tax History ). TABLE 10 AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS As of September 30, 2012, the City has no authorized but unissued debt. TABLE 11 OTHER OBLIGATIONS The City of Lake Worth leases the following equipment: The City leases computers from Dell Financial Services with an $841 monthly lease payment for 48 months beginning February 1, 2009 through January 31, The City leases computers from Dell Financial Services with an $121 monthly lease payment for 48 months beginning March 1, 2009 through February 28, The City leases computers from Dell Financial Services with an $240 monthly lease payment for 48 months beginning July 1, 2010 through June 30, The City leases a copier, including printing consumable supplies, from Xerox with a $194 monthly lease payment for 36 months beginning April 30, 2012 through May 31, The City leases six copiers, including printing consumable supplies, from Xerox with a $1,036 monthly lease payment for 60 months beginning November 4,2009 through October 31,2014.

12 The City leases various security and access equipment from ADT Security Services, Inc. with total monthly lease payments of $7,422 for 60 months periods beginning between October 1, 2009 and October 20, 2010 through September 30, 2014 October 19, Net future minimum lease payments under the operating leases for the City of Lake Worth equipment as of September 30, 2012 are as follows: FYE 30-Sep Amount 2013 $ 34, , , , Total $ 80,397

13 TABLE 12 GENERAL FUND REVENUE AND EXPENDITURE HISTORY Fiscal Year Ended September 30, Revenues: Taxes $ 4,453,256 $ 4,257,313 $ 4,193,783 $ 4,240,502 $ 4,390,380 Licenses and Permits 139, , , , ,697 Fines and Forfeits, etc. 547, , , , ,561 Charges for Services 192, , , , ,079 Intergovernmental 37,755 30,098 46,005 15,371 32,337 Investment Earnings 5,644 4,776 5,816 20,065 76,222 Miscellaneous 331, , , , ,280 Total Revenues $ 5,708,290 $ 5,653,318 $ 5,540,409 $ 5,446,401 $ 5,910,556 Expenditures: Mayor and Council $ 19,740 $ 16,684 $ 8,714 $ 9,906 $ 12,468 General Expense 1,010,787 1,040, , ,276 1,165,247 Police Department 1,783,687 1,577,390 1,435,795 1,500,923 1,581,405 Fire Department 1,227,271 1,149,451 1,077,394 1,005, ,891 Street Department 451, , , , ,250 Library 208, , , , ,622 Recreation Department 285, , , , ,613 Maintenance Department 143, , , , ,949 Senior Citizens Program 88,826 81,609 75,232 72,074 63,508 Inspections and Permits 324, , , , ,829 Municipal Court 163, , , , ,468 Information Technology 247, , , , ,124 Animal Control 66,478 70,401 61,234 62,850 54,539 Transportation , ,228 Youth Association ,471 Emergency Management 6,967 6,707 8,477 5,500 7,310 Capital Outlay 368, , , , ,002 Debt Service 9,497 4,440 4,171 4,709 15,215 Total Expenditures $ 6,406,319 $ 5,887,682 $ 5,565,629 $ 6,188,983 $ 6,399,139 Excess of Revenues Over/(Under) Expenditures $ (698,029) $ (234,364) $ (25,220) $ (742,582) $ (488,583) Other Financing Sources (Uses): Transfers In (1) $ 1,113,457 $ 1,157,816 $ 939,407 $ 898,758 $ 1,225,107 Transfers (Out) (165,783) (285,244) (147,850) - (315,649) Sale of Assets - 44,447 40, Proceeds From Leases 39, ,457 Total Other Financing Sources (Uses) $ 987,464 $ 917,019 $ 831,557 $ 898,758 $ 1,041,915 Excess (Deficiency) of Revenues and Other Financing Sources Over/(Under) Expenditures and Other Uses $ 289,435 $ 682,655 $ 806,337 $ 156,176 $ 553,332 Beginning Fund Balance 4,262,714 3,580,059 2,773,722 2,617,546 2,064,214 Residual Equity Transfer/GAAP Adjustments Ending Fund Balance $ 4,552,149 $ 4,262,714 $ 3,580,059 $ 2,773,722 $ 2,617,546 (1) Includes lease proceeds and asset sales.

14 TABLE 12A CHANGE IN NET ASSETS Audited Fiscal Years Ending September 30, Revenues: Program Revenues Fines, Fees and Charges for Services $ 902,059 $ 1,033,014 $ 967,363 $ 802,013 $ 912,376 Operating Grants and Contributions 240, , , , ,907 Capital Grants and Contributions 47, General Revenues Property Taxes Levied for General Purposes 1,763,534 1,787,461 1,686,987 1,329,051 1,221,858 Sales Taxes 6,576,522 6,226,598 6,170,285 6,248,305 6,501,574 Franchise Taxes 439, , , , ,768 Other Taxes 202, , , , ,915 Interest 15,905 17,269 30, , ,005 Miscellaneous 101, , , ,675 - Gain (Loss) on Sale of Assets - (9,939) 40,000 15,423 56,473 Total Revenues $ 10,288,504 $ 10,107,613 $ 9,905,285 $ 9,624,112 $ 10,118,876 Expenditures: General Government $ 1,232,282 $ 1,270,492 $ 1,281,700 $ 1,207,882 $ 1,417,037 Mayor and City Council 33,053 26,434 20,245 13,427 13,265 Public Safety 3,936,844 3,684,202 3,580,685 3,356,377 3,289,020 Streets 1,093, , ,762 1,003,717 1,163,974 Maintenance 150, , , , ,900 Senior Center 98,547 87,110 76,194 72,782 64,377 Municipal Court 164, , , , ,237 Animal Control 84,446 76,170 63,326 67,062 56,989 Emergency Management 8,218 6,637 11,278 8,301 10,119 Permits and Inspection 329, , , , ,241 Informational Technology 266, , , , ,753 Transportation , ,228 Youth Association ,471 Public Ways and Facilities Health and Sanitation Culture and Recreation 599, , , , ,043 Interest and Fiscal Charges 871, , ,174 1,060, ,197 Total Expenditures $ 8,866,754 $ 8,357,190 $ 8,342,680 $ 8,674,893 $ 8,287,851 Increase (Decrease) in Net Assets Before Transfers $ 1,421,750 $ 1,750,423 $ 1,562,605 $ 949,219 $ 1,831,025 Transfers (202,934) 53,865 73,872 (399,779) (115,490) Increase (Decrease) in Net Assets $ 1,218,816 $ 1,804,288 $ 1,636,477 $ 549,440 $ 1,715,535 Net Assets - Beginning of Year $ 29,158,045 $ 27,353,757 $ 25,717,280 $ 25,167,840 $ 23,448,633 Prior Period Adjustment ,672 Net Assets - End of Year $ 30,376,861 $ 29,158,045 $ 27,353,757 $ 25,717,280 $ 25,167,840

15 TABLE 13 MUNICIPAL SALES TAX HISTORY Fiscal 1¼ % City Sales & Use Tax 1/2% 4B EDC Sales Tax Year % of Equivalent of Ended Total (1) Ad Valorem Ad Valorem Per Total 9/30 Collected Tax Levy Tax Rate Capita (2) Collected 2009 $ 4,676, % $ $ 961 $ 1,572, ,617, % ,552, ,652, % ,492, ,082, % ,667, ,126,170 (3) 127% (3) (3) 445 (3) 868,436 (3) (1) Excludes ½ cent sales taxes for economic and community development and ¼ cent sales tax for crime control. Includes the ¼ cent sales tax for street maintenance, effective July 1, 2004, for a total of 1 ¼ cents. (2) Based on population estimates of the North Central Texas Council of Governments and City Officials. (3) Partial collections through February 28, The sales tax breakdown for the City is as follows: Crime Control Prevention District 0.25% Street Maintenance 0.25% Economic and Community Development (4B) 0.50% City Sales & Use Tax 1.00% State Sales & Use Tax 6.25% Total 8.25% TABLE 14 CURRENT INVESTMENTS As of January 31, 2013, the City s funds were invested in the following: Percentage of Book Market Description Portfolio Value Value TexPool 23.22% $ 3,345,981 $ 3,345,981 TexStar 33.24% 4,790,778 4,790,778 Lone Star Investment Pool 23.94% 3,449,467 3,449,467 LOGIC 19.60% 2,824,618 2,824, % $ 14,410,844 $ 14,410,844

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