Andalusia, AL. See attached. Please see 2016 Audited Financial Statements filed on 6/23/2017

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1 Andalusia, AL 1 City of Andalusia, Alabama, Tax-Exempt General Obligation Warrants, Series 2016-A, $8,680,000, Dated: May 27, City of Andalusia, Alabama, Taxable General Obligation Warrants, Series 2016-B, $6,290,000, Dated: May 27, City of Andalusia, Alabama, $17,055,000 (consisting of) General Obligation Warrants, Series 2011-A, $15,925,000; General Obligation Warrants Taxable, Series 2011-B, $1,130,000 Dated: November 1, The Industrial Development Board of the City of Andalusia (Alabama) Industrial Development Revenue Bonds (SaeHaeSung Alabama Corp. Project), Taxable Series 2011-A, $1,300,000, Dated: November 1, The Industrial Development Board of the City of Andalusia (Alabama) Industrial Development Revenue Bonds, Series 2010-A (SaeHaeSung Alabama Corp. Project), $5,505,000, Dated: June 1, The Industrial Development Board of the City of Andalusia (Alabama) Recovery Zone Facility Bonds, Series 2010-B $1,070,000, Dated: June 1, The Industrial Development Board of the City of Andalusia (Alabama) Taxable Lease Revenue Bonds, Series 2010-C, $1,145,000, Dated: June 1, 2010 Series 2011-A,B, 2011-A,B (Industrial) Update of the Financial Information and Operating Data Relating to the City of the Type Found in the Sections Captioned THE CITY THE CITY General Governance and Administration Executive, Legislative and Administrative Officials Employee Matters Other Post-Employment Benefits See attached. Series 2011-A,B, 2011-A,B (Industrial) Appendix A/ Audited Financial Statements of the City of Andalusia, Alabama Please see 2016 Audited Financial Statements filed on 6/23/2017, 2010-A,B,C Comparative Statement of General Fund Revenue and Expenditures and Changes in Fund Balance Fiscal Year Ended September 30, General Fund Revenues Taxes $10,922,099 $11,254,169 Licenses & permits $1,650,388 $1,571,584 Intergovernmental $151,452 $297,019 Fines & forfeits $159,272 $185,560 Investment income $6,368 $12,825 Charges for services $1,901,693 $2,328,447 Other $224,618 $227,174 Total revenue $15,015,890 $15,876,778 Operating Expenses Current operations General government $3,560,598 $4,267,836 Public safety $4,454,646 $4,470,669 Sanitation $1,066,386 $848,027 Education $1,741,284 $3,147,939 Highway & roadway improvements $983,948 $1,123,879 Culture and Recreation $1,398,307 $1,798,359 Health $346,291 $4,009,902 Capital outlays $497,765 $3,866,807 Debt service: Principal $378,146 $10,155,834 Interest $428,684 $1,626,691 Fiscal agent fees $0 $0 Bond issuance costs $0 $0 Total expenditures $14,856,055 $35,315,943 Excess (deficiency) of revenues over (under) expenditures $159,835 ($19,439,165) Other financing sources (uses) Transfers from component unit $4,020,000 $3,448,072 Transfers (to) from other funds ($1,162,919) ($157,825) Proceeds from long-term debt, net $2,081,695 $16,378,907 Insurance Proceeds $0 $13,368 Sale of Capital Assets $0 $246,085 Proceeds from installment sales $0 $0 Loan Proceeds $0 $0 Total other financing sources (uses) $4,938,776 $19,928,607 Special items Proceeds from installment sale $0 $0 Sale of Surplus Equipment $0 $0 Total special items $0 $0 Change in fund balances $5,098,611 $1,595,619 Fund balances, beginning of year $3,708,540 $8,256,496 Fund balances, end of year $8,807,151 $9,852,115

2 Top Taxpayers Walmart Pic N Save Shaw Industries Group, Inc. Powersouth Energy Coop. Winn Dixie Marvin's Dollar General Gitty Up N Go McDonald's Cenergy Oil & Gas Name of Taxpayer TOTAL OF TOP TEN $4,357,658 TOTAL SALES TAX COLLECTED $7,489,958 Sales and Use Tax Receipts Fiscal Year Amount 2016 $8,687,414 Business License Tax Receipts Fiscal Year Amount 2016 $1,046,075 Net Assessed Values Fiscal Year Net Assessed Value 2016 $108,200,100 Largest Ad Valorem Taxpayers Name of Taxpayer Business Total City Ad Valorem Taxes Paid 1 Powersouth Utility $1,669,424 2 Shaw Industries Carpet Manufacturer $355,765 3 Covington Electric Utility $326,979 4 Centurytel Utility $120,225 5 Community Hospital Hospital $99,409 6 Alabama Power Utility $88,434 7 Walmart Retail $63,745 8 Community Hospital of Andalusia Hospital $50,660 9 TV Cable of Andalusia Utility $46, Arclin USA Manufacturer $39,282 TOTAL OF TOP TEN $2,860,060

3 General The City is a municipal corporation organized in 1884 and existing under the laws of the State of Alabama. The population of the City is 9,015 according to the most recent federal decennial census (2010). The corporate limits of the City encompass approximately 18.9 square miles. Governance and Administration The City is governed under the mayor-council form of government. The Mayor is elected on an at-large basis for a 4-year term. The Council members are elected from districts, each for a 4-year term. The Mayor serves as chief executive officer of the City and is responsible for the daily operations of all departments of the City. The Council acts as the legislative branch of the City. Executive, Legislative and Administrative Officials Executive The Mayor of the City is Earl Johnson, whose current term of office expires in October, Legislative The name and expiration of the term of each City Council member is set forth below: Council Member Term Expires Will Sconiers October, 2020 Kenneth C. Mount October, 2020 Hazel Griffin October, 2020 Ralph Wells October, 2020 Terry Powell October, 2020 Employee Matters General As of October 1, 2016, the City had 224 approved full-time, part-time and temporary employee positions and elected officials. Employee benefits and compensation are established by the City Council and are paid from the General Fund, the Special Revenue Fund, Component Unit Fund and the Sewer Enterprise Fund. Employee Retirement Plan The City of Andalusia participates in the Employee s Retirement Systems of Alabama (ERS), an agent multiple employer public employee retirement system that acts as a common investment and administrative agent for the various state agencies and departments. The Employees Retirement System of Alabama, an agency multiple-employer plan, was established October 1, 1945 under the provisions of Act 515 of the Legislature of 1945 for the purpose of providing retirement allowances and other specified benefits for state employees, State Police, and on an elective basis, to all cities, counties, towns and quasi-public organizations. The responsibility for the general administration and operation of ERS is vested in its Board of Control. The ERS Board of Control consists of 13 trustees. The Plan is administered by the Retirement Systems of Alabama (RSA). Title 36-Chapter 27 of the Code of Alabama grants the authority to establish and amend the benefit terms to the ERS Board of Control. The Plan issues a publicly available financial report that can be obtained at

4 The ERS Board of Control consists of 13 trustees as follows: 1. The Governor, ex officio. 2. The State Treasurer, ex officio. 3. The State Personnel Director, ex officio. 4. The State Director of Finance, ex officio. 5. Three vested members of ERS appointed by the Governor for a term of four years, no two of whom are from the same department of state government nor from any department of which an ex officio trustee is the head. 6. Six members of ERS who are elected by members from the same category of ERS for a term of four years as follows: a. Two retired members with one from the ranks of retired state employees and one from the ranks of retired employees of a city, county, or a public agency each of whom is an active beneficiary of ERS. b. Two vested active state employees. c. Two vested active employees of an employer participating in ERS pursuant to Benefits Provided State law establishes retirement benefits as well as death and disability benefits and any ad hoc increase in postretirement benefits for the ERS. Benefits for ERS members vest after 10 years of creditable service. State employees who retire after age 60 (52 for State Police) with 10 years or more of creditable service or with 25 years of service (regardless of age) are entitled to an annual retirement benefit, payable monthly for life. Local employees who retire after age 60 with 10 years or more of creditable service or with 25 or 30 years of service (regardless of age), depending on the particular entity s election, are entitled to an annual retirement benefit, payable monthly for life. Service and disability retirement benefits are based on a guaranteed minimum or a formula method, with the member receiving payment under the method that yields the highest monthly benefit. Under the formula method, members of the ERS (except State Police) are allowed % of their average final compensation (highest 3 of the last 10 years) for each year of service. State Police are allowed 2.875% for each year of State Police service in computing the formula method. Act 377 of the Legislature of 2012 established a new tier of benefits (Tier 2) for members hired on or after January 1, Tier 2 ERS members are eligible for retirement after age 62 (56 for State Police) with 10 years or more of creditable service and are entitled to an annual retirement benefit, payable monthly for life. Service and disability retirement benefits are based on a guaranteed minimum or a formula method, with the member receiving payment under the method that yields the highest monthly benefit. Under the formula method, Tier 2 members of the ERS (except State Police) are allowed 1.65% of their average final compensation (highest 5 of the last 10 years) for each year of service. State Police are allowed 2.375% for each year of state police service in computing the formula method. Members are eligible for disability retirement if they have 10 years of credible service, are currently in-service, and determined by the RSA Medical Board to be permanently incapacitated from further performance of duty. Preretirement death benefits are calculated and paid to the beneficiary on the member s age, service credit, employment status and eligibility for retirement.

5 Covered members of the ERS contributed 5% of earnable compensation to the ERS as required by statute until September 30, From October 1, 2011, to September 30, 2012, covered members of the ERS were required by statute to contribute 7.25% of earnable compensation. Effective October 1, 2012, covered members of the ERS are required by statute to contribute 7.50% of earnable compensation. Certified law enforcement, correctional officers, and firefighters of the ERS contributed 6% of earnable compensation as required by statute until September 30, From October 1, 2011, to September 30, 2012, certified law enforcement, correctional officers, and firefighters of the ERS were required by statute to contribute 8.25% of earnable compensation. Effective October 1, 2012, certified law enforcement, correctional officers, and firefighters of the ERS are required by statute to contribute 8.50% of earnable compensation. State Police of the ERS contribute 10% of earnable compensation. ERS local participating employers are not required by statute to increase contribution rates for their members. Tier 2 covered members of the ERS contribute 6% of earnable compensation to the ERS as required by statute. Tier 2 certified law enforcement, correctional officers, and firefighters of the ERS are required by statute to contribute 7% of earnable compensation. Tier 2 State Police members of the ERS contribute 10% of earnable compensation. These contributions rates are the same for Tier 2 covered members of ERS local participating employers. The ERS establishes rates based upon an actuarially determined rate recommended by an independent actuary.the actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with additional amounts to finance any unfunded accrued liability, the pre-retirement death benefit and administrative expenses of the Plan. For the year ended September 30, 2016, the City s active employee contribution rate was 5% of covered employee payroll for Tier 1 employees and 6% for Tier 2 employees, and the City s average contribution rate to fund the normal and accrued liability costs was 8.78% of covered employee payroll. The City s contractually required contribution rate for the year ended September 30, 2016 was 10.08% of pensionable pay for Tier 1 employees, and 7.37% of pensionable pay for Tier 2 employees. These required contribution rates are based upon the actuarial valuation dated September 30, 2013, a percent of annual pensionable payroll, and actuarially determined as an amount that, when combined with member contributions, is expected to finance the costs of benefits earned by members during the year, with an additional amount to finance any unfunded accrued liability. Total employer contributions to the pension plan from the System were $536,121 for the year ended September 30, Net Pension Liability The City s net pension liability was measured as of September 30, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as September 30, 2014 rolled forward to September 30, 2015 using standard roll-forward techniques as shown in the following table:

6 (a) Total Pension Liability as of September 30, 2015 $ 17,824,286 (b) Entry Age Normal Cost for October 1, September 30, ,761 (c) Actual Benefit Payments and Refunds for October 1, 2014 September 30, 2015 (1,030,515) (d) Total Pension Liability as of September 30, 2015 [(a) x (1.08)] + (b) - [(c) x (1.04)] 18,614,254 (e) Difference between Expected and Actual Experience (Gain)/Loss (357,255) Other Post-Employment Benefits In June 2004, the GASB issued Statement No. 45 ( GASB 45 ), which is entitled Accounting and Financial Reporting by Employers for Post-Employment Benefits Other Than Pensions. This Statement establishes standards for the measurement, recognition and presentation of post-employment benefits other than pension benefits ( OPEB ) expenses/expenditures and related liabilities (assets), note disclosures and, if applicable, required supplemental information in the financial reports of state and local governmental employers. GASB 45 is intended to improve the relevance and usefulness of financial reporting by (a) requiring systematic, accrual-basis measurement and recognition of OPEB costs (expense) over a period that approximates employees years of service and (b) providing information about actuarial accrued liabilities associated with OPEB and whether and to what extent progress is being made in funding the plan. The City requires retirees to pay 100% of the unblended premium rates for healthcare insurance after retirement. Therefore, the City did not recognize any OPEB liability on the balance sheet at September 30, 2016.