1. CCIA Conference October 2012 Continuing Disclosure Protecting Your District’s Ability to Issue Debt Dan Warden Director/Consultant October 4, 2012

2. TOGETHER WE CAN Introduction My First Exposure to Continuing Disclosure Goals for Continuing Compliance Protect District Access to Debt Markets Minimize Liability Exposure Do it with least cost and effort “Call Gabby” Approach to Presentation You Trusted Colleague Gabby 2

3. TOGETHER WE CAN Questions for Gabby Why Do I have to Do This? What Do I have to Do? How Do You Recommend I Proceed? 3

4. TOGETHER WE CAN Why? Size of Tax-Exempt Debt Market $3+ Trillion- 50,000 issuers Securities and Exchange Commission Regulation –Limitations- Tower Amendment –Regulates through Authority over Underwriters and non- government participants –Continuing Disclosure Agreements (1995) 4

5. TOGETHER WE CAN Why (Continued) Municipal Bankruptcies Change in holders of bonds and debt Impact of Recession –Continuing Investor concerns and complaints –State and Local Government Financial Challenges Continuing evolution and change 5

6. TOGETHER WE CAN What Does My District have to Do? Inventory of CDAs 1995 to present Annual Reporting Requirements –Audit reports –Other Data –Timelines for filing Significant Event Reporting –Events SEC has determined may affect market value of debt –. 6

7. TOGETHER WE CAN What Does My District Have to Do (Cont) –Significant event reporting (Continued) –Must be reported within 10 days of occurrence under 2010 revisions –Staff must be able to recognize event has occurred Reporting Made to EMMA website –User friendly, on-line tutorials, help line. 7

8. TOGETHER WE CAN How Should I proceed? Inventory the CDAs of your current debt Annual Reporting –Check EMMA site to insure you have at least filed the last 5 years (Underwriter is required to check this as part of his “due diligence”) –Check to see that you are compliant with deadlines for filings in CDA For audit reports- may want to file when you file with controller. 8

9. TOGETHER WE CAN How Should I Proceed- Annual Filings Annual filings are the most visible evidence of compliance or non-compliance On annual operating data required not in audit report has same deadline but can be filed sooner. (examples assessed values, 10 largest taxpayers, etc.) Should have schedule set up and responsibilities assigned for annual filings. Dissemination agent may be used but district still needs to prepare reports. Reports filed on EMMA must be in word searchable format. 9

10. TOGETHER WE CAN How Should I Proceed- Significant Events Reporting Requirements Significant events are irregular rare events such as defaults, use of reserves for debt payments, IRS questioning of tax exemption for bonds, etc. Need policies/procedures that will allow responsible district staff to identify and report event if it occurs May need professional assistance in identifying what events might occur. –SEC required descriptions present challenges –CDA include events that may not apply to debt issued. 10

11. TOGETHER WE CAN Continuing disclosure procedures Underwriter is required to be reasonably certain that issuer will comply in future with requirements. Evidence used: – past history of complying (last five Years) –Procedures and Policies in place for future compliance. 11