$2,629,995,000 STATE OF CALIFORNIA GENERAL …cdiacdocs.sto.ca.gov/2013-0975.pdf · October 1, 2020...

21MAR201318303009

NEW ISSUEBOOK-ENTRY ONLY Ratings:Moodys: A1

S&P: AFitch: A-

(See RATINGS herein)

In the opinion of Bond Counsel to the State of California (the State), interest on the Bonds is excluded from gross income for federal income taxpurposes under Section 103 of the Internal Revenue Code of 1986, as amended (the Code), and is exempt from State personal income taxes. SeeTAX MATTERS.

$2,629,995,000STATE OF CALIFORNIA

GENERAL OBLIGATION BONDS

$1,250,000,000 $1,379,995,000VARIOUS PURPOSE VARIOUS PURPOSE

GENERAL OBLIGATION BONDS GENERAL OBLIGATION REFUNDING BONDS

Dated: Date of Delivery Due: as shown on inside front cover

Interest on the Bonds is payable on April 1 and October 1 of each year, commencing October 1, 2013, at the respective rates perannum set forth on the inside front cover. The Bonds may be purchased in principal amounts of $5,000 or any integral multiplethereof in book-entry form only. See THE BONDSGeneral and APPENDIX BTHE BOOK-ENTRY ONLYSYSTEM. Certain of the Bonds are subject to optional redemption prior to their stated maturities, as described herein. SeeTHE BONDSRedemption.

The Bonds are general obligations of the State to which the full faith and credit of the State are pledged. The principal of andinterest on all State general obligation bonds, including the Bonds, are payable from any moneys in the General Fund of theState, subject under State law only to the prior application of such moneys to the support of the public school system and publicinstitutions of higher education. See AUTHORIZATION OF AND SECURITY FOR THE BONDS.

This cover page contains certain information for general reference only. It is not a summary of the security or terms of the Bonds.Investors are advised to read the entire Official Statement to obtain information essential to the making of an informedinvestment decision.

MATURITIES, PRINCIPAL AMOUNTS,INTEREST RATES, YIELDS AND CUSIPS

(See Inside Front Cover)

The Bonds are offered when, as and if issued by the State and received by the Underwriters, subject to the approval of validity by the HonorableKamala D. Harris, Attorney General of the State of California, and by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the State. Orrick,Herrington & Sutcliffe LLP and Polsinelli Shughart LLP are serving as Co-Disclosure Counsel to the State with respect to the Bonds. Orrick,Herrington & Sutcliffe LLP and Stradling Yocca Carlson & Rauth, a Professional Corporation, are serving as Co-Disclosure Counsel to theState regarding Appendix A. Certain legal matters will be passed upon for the Underwriters by their counsel, Hawkins Delafield & Wood LLP.Public Resources Advisory Group is serving as the Financial Advisor to the State with respect to the Bonds. The Bonds are expected to beavailable for delivery through the facilities of The Depository Trust Company on or about April 23, 2013.

HONORABLE BILL LOCKYERTreasurer of the State of California

BofA Merrill Lynch Morgan StanleySouthwest Securities, Inc.

Academy Securities, Inc. BNY Mellon Capital Markets, LLC Backstrom McCarley Berry & Co., LLCBarclays Capital, Inc. Citigroup Comerica Securities

De La Rosa & Co. Drexel Hamilton, LLC Edward D. Jones & Co., LPEstrada Hinojosa & Company Fidelity Capital Markets Goldman, Sachs & Co.

J.P. Morgan Lebenthal & Co., LLC M.R. Beal & CompanyOConnor & Company Securities, Inc. Oppenheimer & Co., Inc. RBC Capital Markets

RH Investment Corp. Raymond James BAIRDSiebert Brandford Shank & Co., L.L.C. Stifel US Bancorp Investments Inc.

Wedbush Morgan Securities Wells Fargo Securities William Blair & Company

Official Statement Dated: April 11, 2013

Priced to April 1, 2023 call date at par.

Priced to April 1, 2018 call date at par.

Copyright 2013, American Bankers Association. CUSIP is a registered trademark of the American Bankers Association. CUSIP dataherein is provided by the CUSIP Service Bureau, managed on behalf of the American Bankers Association by Standard & Poors. Thisdata is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbershave been assigned by an independent company not affiliated with the State and are included solely for the convenience of the registeredowners of the applicable Bonds. Neither the State nor the Underwriters are responsible for the selection or uses of these CUSIP numbers,and no representation is made as to their correctness on the applicable Bonds or as included herein. The CUSIP number for a specificmaturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limitedto, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancementby investors that is applicable to all or a portion of certain maturities of the Bonds.

MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS


VARIOUS PURPOSE GENERAL OBLIGATION BONDS

Base CUSIP: 13063B

Principal Interest CUSIP Principal Interest CUSIPMaturity Date Amount Rate Yield Suffix Maturity Date Amount Rate Yield Suffix

October 1, 2013 $19,100,000 4.000% 0.160% 3L4 October 1, 2021 $ 32,875,000 5.000% 1.970% 3S9October 1, 2016 39,000,000 5.000 0.650 3M2 October 1, 2022 28,065,000 5.000 2.220 3T7October 1, 2017 57,070,000 5.000 0.940 3N0 April 1, 2037 30,000,000 3.750 3.910 3U4October 1, 2018 77,990,000 5.000 1.200 3P5 April 1, 2037 280,000,000 5.000 3.620C 3W0October 1, 2019 56,535,000 5.000 1.450 3Q3 April 1, 2043 35,000,000 4.000 4.020 3V2October 1, 2020 53,040,000 5.000 1.740 3R1 April 1, 2043 541,325,000 5.000 3.760C 3X8


VARIOUS PURPOSE GENERAL OBLIGATION REFUNDING BONDS

Base CUSIP: 13063B

Principal Interest CUSIP Principal Interest CUSIPMaturity Date Amount Rate Yield Suffix Maturity Date Amount Rate Yield Suffix

October 1, 2013 $ 4,560,000 4.000% 0.160% 3Y6 October 1, 2022 $ 78,385,000 5.000% 2.220% 5B4October 1, 2014 1,345,000 4.000 0.300 3Z3 October 1, 2023 3,900,000 3.000 2.370 4J8October 1, 2015 13,605,000 4.000 0.450 4A7 October 1, 2023 4,735,000 4.000 2.370 5A6October 1, 2016 4,175,000 3.000 0.650 4B5 October 1, 2023 70,610,000 5.000 2.370 5D0October 1, 2016 6,880,000 4.000 0.650 4V1 October 1, 2024 231,865,000 5.000 1.800CC 4K5October 1, 2016 4,160,000 5.000 0.650 5E8 October 1, 2025 150,000,000 5.000 1.960CC 5F5October 1, 2017 555,000 2.000 0.940 4C3 October 1, 2025 69,480,000 5.000 2.790C 4L3October 1, 2018 2,885,000 3.000 1.200 4D1 October 1, 2026 18,810,000 3.000 3.130 4M1October 1, 2018 3,000,000 4.000 1.200 4W9 October 1, 2026 82,630,000 5.000 2.930C 5C2October 1, 2019 1,150,000 2.000 1.450 4E9 October 1, 2027 134,570,000 5.000 3.040C 4N9October 1, 2020 890,000 3.000 1.740 4F6 October 1, 2028 27,125,000 3.250 3.410 4P4October 1, 2020 4,000,000 4.000 1.740 4X7 October 1, 2029 362,315,000 5.000 2.350CC 4Q2October 1, 2021 2,215,000 2.000 1.970 4G4 October 1, 2030 15,350,000 3.500 3.610 4R0October 1, 2021 13,205,000 4.000 1.970 4Y5 October 1, 2031 15,975,000 5.000 3.340C 4S8October 1, 2022 2,450,000 3.000 2.220 4H2 October 1, 2032 16,740,000 5.000 3.390C 4T6October 1, 2022 6,910,000 4.000 2.220 4Z2 October 1, 2033 25,520,000 5.000 3.440C 4U3

C

CC

No dealer, broker, salesperson or other person has been authorized by the State or the Underwriters to give any information or to make any representations with respect to the State or the Bonds other than those contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing.

The information set forth herein has been obtained from sources that are believed to be reliable. Estimates and opinions are included and should not be interpreted as statements of fact. Summaries of documents do not purport to be complete statements of their provisions and such summaries are qualified by references to the entire contents of the summarized documents. 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 by use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the State since the date hereof.

This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board (MSRB) through the Electronic Municipal Market Access website of the MSRB, currently located at www.emma.msrb.org. The information contained on such website is not part of this Official Statement and is not incorporated herein.

This Official Statement is not to be construed as a contract with the purchasers of the Bonds.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE FRONT COVER PAGE HEREOF, AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.

THE BONDS WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY, AND THE FOREGOING AUTHORITIES HAVE NEITHER REVIEWED NOR CONFIRMED THE ACCURACY OF THIS DOCUMENT.

Copies of this Official Statement may be obtained from:

HONORABLE BILL LOCKYER Treasurer of the State of California

Post Office Box 942809 Sacramento, California 94209-0001

1-800-900-3873

TABLE OF CONTENTS Page

INTRODUCTION .....................................................................................................................1

Description of the Bonds ................................................................................................1

Plan of Finance...............................................................................................................1

Security and Source of Payment for the Bonds ...............................................................2

Information Related to this Official Statement ................................................................2

Continuing Disclosure ....................................................................................................3

STATE FINANCIAL CONDITION ..........................................................................................3

AUTHORIZATION OF AND SECURITY FOR THE BONDS.................................................4

Authorization..................................................................................................................4

Security ..........................................................................................................................4

Remedies........................................................................................................................5

THE BONDS.............................................................................................................................5

General...........................................................................................................................5

Identification, Authorization and Purposes of the Bonds .................................................6

Plan of Refunding.........................................................................................................10

Redemption ..................................................................................................................11

Annual Debt Service Requirements ..............................................................................12

Amendments to Resolutions or Bonds ..........................................................................13

Refunding of Bonds......................................................................................................14

LEGAL MATTERS.................................................................................................................15

TAX MATTERS......................................................................................................................15

LITIGATION ..........................................................................................................................17

UNDERWRITING...................................................................................................................17

FINANCIAL STATEMENTS..................................................................................................18

RATINGS................................................................................................................................18

VERIFICATION OF MATHEMATICAL COMPUTATIONS ................................................18

FINANCIAL ADVISOR..........................................................................................................18

ADDITIONAL INFORMATION.............................................................................................19

EXHIBIT 1 REFUNDED BONDS....................................................................................... EX-1 APPENDIX A THE STATE OF CALIFORNIA .....................................................................A-1

EXHIBIT 1 STATE CONTROLLERS STATEMENT OF GENERAL FUND CASH RECEIPTS AND DISBURSEMENTS, JULY 1, 2012 MARCH 31, 2013 UNAUDITED)......................................................................................................... EX-1

APPENDIX B THE BOOK-ENTRY ONLY SYSTEM...........................................................B-1 APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE............................C-1 APPENDIX D PROPOSED FORMS OF LEGAL OPINIONS............................................... D-1 APPENDIX E LETTERS FROM CERTAIN UNDERWRITERS ...........................................E-1 APPENDIX F AUDITED BASIC FINANCIAL STATEMENTS OF THE STATE OF

CALIFORNIA FOR THE YEAR ENDED JUNE 30, 2012 .......................................... F-1

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1

OFFICIAL STATEMENT

$2,629,995,000 STATE OF CALIFORNIA


$1,250,000,000 VARIOUS PURPOSE


$1,379,995,000 VARIOUS PURPOSE

GENERAL OBLIGATION REFUNDING BONDS

INTRODUCTION

This Introduction contains only a brief summary of the terms of the captioned Bonds and

a brief description of this Official Statement; a full review should be made of the entire Official

Statement, including the Appendices. Summaries of provisions of the Constitution and laws of

the State of California (the State) or any other documents referred to in this Official Statement

do not purport to be complete and such summaries are qualified in their entirety by references to

the complete provisions.

Description of the Bonds

This Official Statement describes $2,629,995,000 aggregate principal amount of (i) State various purpose general obligation bonds comprising four (4) series of bonds in the aggregate principal amount of $1,250,000,000 (the Construction Bonds), and (ii) State various purpose general obligation refunding bonds comprising forty-seven (47) series of bonds in the aggregate principal amount of $1,379,995,000 (the Refunding Bonds, and together with the Construction Bonds, the Bonds). The Bonds are described further below under THE BONDSIdentification, Authorization and Purposes of the Bonds.

The Bonds will be registered in the name of a nominee of The Depository Trust Company, New York, New York (DTC), which will act as securities depository for the Bonds. Beneficial interests in the Bonds may be purchased in book-entry form only, in denominations of $5,000 or any integral multiple thereof. See THE BONDSGeneral and APPENDIX BTHE BOOK-ENTRY ONLY SYSTEM.

The issuance of each series of Bonds is authorized by the related general obligation bond act identified under THE BONDSIdentification, Authorization and Purposes of the Bonds (each, a Bond Act and collectively, the Bond Acts) approved by the voters of the State and by resolutions of the applicable finance committees designated under such Bond Acts (collectively, the Resolutions). On any debt service payment date, all general obligation bonds, including the Bonds, have an equal claim on moneys in the General Fund of the State Treasury (the General Fund) on that date for payment of debt service.

Plan of Finance

Proceeds of the Construction Bonds will be used to: (i) fund projects under certain of the Bond Acts and (ii) pay the cost of issuance of the Construction Bonds.

Proceeds of the Refunding Bonds will be used to: (i) current and advance refund certain of the States general obligation bonds for debt service savings and (ii) pay certain costs of issuance of the Refunding Bonds.

See THE BONDS Plan of Refunding.

2

Security and Source of Payment for the Bonds

The principal of and interest on all State general obligation bonds, including the Bonds, are payable from moneys in the General Fund, subject under State law only to the prior application of moneys in the General Fund to the support of the public school system and public institutions of higher education. See AUTHORIZATION OF AND SECURITY FOR THE BONDSSecurity. See also APPENDIX ATHE STATE OF CALIFORNIASTATE FINANCESThe General Fund and STATE INDEBTEDNESS AND OTHER OBLIGATIONSCapital Facilities FinancingGeneral Obligation Bonds.

Information Related to this Official Statement

The information set forth herein has been obtained from official sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder or any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the State since the date hereof.

All financial and other information presented or incorporated by reference in this Official Statement has been provided by the State from its records, except for information expressly attributed to other sources. The presentation of certain information, including tables of receipts from taxes and other revenues, is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the State. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements. Such statements are generally identifiable by the terminology used such as plan, expect, estimate, budget or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any statements made in this Official Statement involving matters of opinion, whether expressly stated or not, are set forth as such and not as representations of fact.

A wide variety of other information concerning the State, including financial information, is available from State agencies, State agency publications and State agency websites. Such information includes websites operated by the State Department of Finance, the State Controllers Office and the State Treasurers Office. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded. No such information is a part of or incorporated into this Official Statement, except as expressly noted in APPENDIX ATHE STATE OF CALIFORNIAFINANCIAL STATEMENTS.

The information in APPENDIX BTHE BOOK-ENTRY ONLY SYSTEM regarding DTC and its book-entry system has been furnished by DTC and no representation is made by the State, the Underwriters or the Financial Advisor as to the accuracy or completeness of such information.

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This Official Statement does not constitute an offer to sell the Bonds or the solicitation of an offer to buy, nor shall there be any sale of, the Bonds by any person in any state or other jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale in such state or jurisdiction.

Continuing Disclosure

The State Treasurer will agree on behalf of the State to provide annually certain financial information and operating data relating to the State by not later than April 1 of each year in which any Bonds are outstanding (the Annual Report), commencing with the report to be filed on or before April 1, 2014, containing 2012-2013 Fiscal Year financial information, and to provide notice of the occurrence of certain enumerated events. The specific nature of the information to be contained in the Annual Report and the notices of events and certain other terms of the continuing disclosure obligation are set forth in APPENDIX CFORM OF CONTINUING DISCLOSURE CERTIFICATE.

In the past five years, the State Treasurer has always filed its Annual Reports on a timely basis as required by its continuing disclosure undertakings. The State Treasurer has also, to his knowledge, complied with its undertakings to report on certain events, with the exception that in 2012 the State Treasurer discovered that the State had failed to file notices relating to downgrades of seven maturities of its general obligation bonds when a bond insurers rating was downgraded. The State Treasurer was not aware of these occurrences at the time, since the rating agencies did not notify the State of their actions on the States bonds. Reports for the actions have since been filed with the Electronic Municipal Market Access (EMMA) website operated by the Municipal Securities Rulemaking Board (MSRB). The State has thousands of individual maturities of general obligation bonds outstanding, and has procedures in place to monitor events which may affect them, including rating changes.

The States Annual Reports and other required reports are available from the EMMA website (www.emma.msrb.org) operated by the MSRB or on such other website as may be designated by MSRB or the Securities and Exchange Commission. The information contained on any such website is not part of this Official Statement and is not incorporated herein.

STATE FINANCIAL CONDITION

The following paragraphs present an extremely abbreviated summary of certain fiscal

issues relating to the State, all of which are described in more detail in APPENDIX A. Investors

should review the whole of APPENDIX A.

During the recent recession, which officially ended in 2009, the State experienced the most significant economic downturn since the Great Depression of the 1930s. As a result, State tax revenues declined precipitously, resulting in large budget gaps and occasional cash shortfalls in the period from 2008 through 2011.

In 2011, the State faced $20 billion in expected annual gaps between its revenues and spending for the ensuing several years. With the significant spending cuts enacted over the past two years and new temporary revenues provided by the passage of The Schools and Local Public Safety Protection Act of 2012, an initiative measure which was approved by the voters in the November 2012 statewide general election (Proposition 30), the Governors Proposed Budget for the 2013-14 fiscal year released on January 10, 2013 projects that the State will end fiscal year 2012-13 with a positive reserve. Further, the States budget is projected to remain balanced for the foreseeable future. In addition, continued moderate growth in Californias economy is

4

expected to produce an improvement in General Fund revenue through the end of fiscal year 2013-14.

Despite the significant budgetary improvements of the past two years, there remain a number of major risks and pressures that threaten the States financial condition, including the overhang of billions of dollars of obligations which were deferred to balance budgets during the economic downturn.

There can be no assurances that the State will not face fiscal stress and cash pressures again, or that other impacts of the current economic situation will not materially adversely affect the financial condition of the State.

AUTHORIZATION OF AND SECURITY FOR THE BONDS

Authorization

The issuance of each series of Bonds is authorized by the related Bond Act identified under THE BONDSIdentification, Authorization and Purposes of the Bonds approved by the voters of the State and by the related Resolution. Each Bond Act and the State General Obligation Bond Law in Chapter 4 (commencing with Section 16720) of Part 3 of Division 4 of Title 2 of the California Government Code, as incorporated by reference into each Bond Act, provide for the authorization, sale, issuance, use of proceeds, repayment and refunding of the related series of Bonds.

Security

The Bonds are general obligations of the State, and each series of the Bonds is payable in accordance with the related Bond Act and Resolution out of the General Fund, subject under State law only to the prior application of moneys in the General Fund to the support of the public school system and public institutions of higher education. The Bond Acts each provide that the State will collect annually in the same manner and at the same time as it collects other State revenue an amount sufficient to pay principal of and interest on the related series of Bonds in that year. The Bond Acts also each contain a continuing appropriation from the General Fund of the sum annually necessary to pay the principal of and interest on the related series of Bonds as they become due and payable. No further appropriation by the Legislature is required to pay the principal of and interest on the Bonds. Under the State Constitution, the appropriation to pay the principal of and interest on the Bonds as set forth in the Bond Acts cannot be repealed until the principal of and interest on the related Bonds are paid and discharged.

The Bond Acts each provide that the bonds issued thereunder shall be and constitute a valid and binding obligation of the State of California, and the full faith and credit of the State is hereby pledged for the punctual payment of the principal of, and interest on, the bonds as the principal and interest become due and payable. The pledge of the full faith and credit of the State alone does not create a lien on any particular moneys in the General Fund or any other assets of the State, but is an undertaking by the State to be irrevocably obligated in good faith to use its taxing powers as may be required for the full and prompt payment of the principal of and interest on all general obligation bonds as they become due. The only provision of the State Constitution that creates a higher priority for any State fiscal obligation is a provision directing that from all State revenues there will first be set apart the moneys to be applied by the State for the support of the public school system and public institutions of higher education. In the past when cash resources in the General Fund have been constrained, State officials have worked within their powers granted by State law to manage cash resources to ensure that payments to

5

schools and universities and for general obligation debt service would be made. On any debt service payment date, all general obligation bonds have an equal claim on moneys in the General Fund on that date for payment of debt service. See APPENDIX ATHE STATE OF CALIFORNIASTATE INDEBTEDNESS AND OTHER OBLIGATIONSCapital Facilities FinancingGeneral Obligation Bonds, CASH MANAGEMENT and STATE FINANCESState Warrants.

Remedies

Under each Resolution, it is an event of default of the State to fail to pay or to fail to cause to be paid, when due, principal of or interest or premium on any Bond issued pursuant thereto or to declare a moratorium on the payment of, or to repudiate, any such Bond.

Each Resolution states that in the case that one or more events of default occurs, then, and in every such case, the registered Bondholder is entitled to proceed to protect and enforce such registered Bondholders rights by such appropriate judicial proceeding as such registered Bondholder deems most effectual to protect and enforce any such right, whether by mandamus or other suit or proceeding at law or in equity, for the specific performance of any covenant or agreement contained in the one or more Resolutions authorizing the affected Bonds, as more specifically set forth in each Resolution authorizing the Bonds pursuant to the respective Bond Acts. Beneficial owners of the Bonds (the Beneficial Owners) cannot protect and enforce such rights except through the registered Bondholder. See THE BONDSGeneral and APPENDIX BTHE BOOK-ENTRY ONLY SYSTEM.

Since the State has never failed to make a debt service payment on any general obligation bond when due, the exact steps which would be taken, or the remedies available to Bondholders, have never been tested. There are no cross-default provisions among general obligation bonds, so any default with respect to any particular issue of bonds would not provide any remedy to holders of other bonds which are not affected. The State is not eligible to file for protection under the federal bankruptcy laws.

THE BONDS

General

The Bonds will be registered in the name of a nominee of DTC, which will act as securities depository for the Bonds. Beneficial interests in the Bonds may be purchased in book-entry form only in denominations of $5,000 or any integral multiple thereof. See APPENDIX BTHE BOOK-ENTRY ONLY SYSTEM. The information in APPENDIX B THE BOOK-ENTRY ONLY SYSTEM has been furnished by DTC. No representation is made by the State or the Underwriters as to the accuracy or completeness of such information.

The Bonds will be dated and accrue interest from the date of their delivery, and will mature on the dates and in the amounts set forth on the inside front cover page hereof. Interest on the Bonds is payable on April 1 and October 1 in each year (each, an Interest Payment Date), commencing on October 1, 2013, at the interest rates shown on the inside front cover page of this Official Statement. Interest on the Bonds will be calculated on the basis of a 360-day year comprising twelve 30-day months. If any payment on the Bonds is due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and no interest will accrue as a result. Business Day means any day other than a Saturday, a Sunday, a State holiday or any other day determined not to constitute a Business Day pursuant to the book-

6

entry only system of DTC. Certain State holidays may fall on days that are not banking holidays, and can vary from year to year.

Principal and interest (including the redemption price) are payable directly to DTC by the State Treasurer. Upon receipt of payments of principal and interest, DTC is to in turn remit such principal and interest to the Direct Participants in DTC for disbursement by the Participants to the Beneficial Owners of the Bonds. The record date for the payment of interest on the Bonds is the close of business on the 15th day of the month immediately preceding an Interest Payment Date, whether or not the record date falls on a business day.

Neither the State Treasurer nor the Underwriters can give any assurance that DTC will

distribute to Direct Participants, or that Participants or others will distribute to the Beneficial

Owners, payment of principal of and interest on the Bonds paid or any redemption or other

notices or that they will do so on a timely basis or will serve and act in the manner described in

this Official Statement. Neither the State Treasurer nor the Underwriters are responsible or

liable for the failure of DTC or any Direct Participant or Indirect Participant to make any

payments or to give any notice to a Beneficial Owner with respect to the Bonds or for any error

or delay relating thereto.

The terms of each series of Bonds are substantially identical, except that the State may assign each maturity of the Bonds to one or more Bond Acts, rather than having all of the Bonds mature proportionally by Bond Act across the entire maturity schedule.

Identification, Authorization and Purposes of the Bonds

Construction Bonds.

The Construction Bonds are being issued to (i) fund projects under certain of the Bond Acts and (ii) pay the cost of issuance of the Construction Bonds. The Construction Bonds are issued as four (4) separate series under three (3) separate Bond Acts, each authorized by the voters, as set forth below.

A portion of the proceeds of the Construction Bonds, after payment of certain costs of issuance, will be used to finance or refinance capital facilities or other voter-approved costs for public purposes, including public primary, secondary, community college and university education facilities; highway safety, traffic reduction, air quality and port security; and local rail projects, pursuant to the Bond Acts identified below. Such proceeds may only be used for the aforementioned purposes and may not be borrowed for cash flow management or budgetary purposes.

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Bond Act Finance Committee Series

Designation Amount

Highway Safety, Traffic Reduction, Air Quality, and Port Security Bond Act of 2006

Highway Safety, Traffic Reduction, Air Quality,

and Port Security Committee

AC $ 931,240,000

Kindergarten-University Public Education Facilities Bond Act of 2006

State School Building Finance Committee

AL $ 114,515,000

Safe, Reliable High-Speed Passenger Train Bond Act for the 21st Century

(Only projects to be funded pursuant to Section 2704.095 of the California Streets and Highways

Code)

High-Speed Passenger Train Finance Committee

F $ 38,775,000

Safe, Reliable High-Speed Passenger Train Bond Act for the 21st Century

(Only projects to be funded pursuant to Section 2704.095 of the California Streets and Highways

Code)

High-Speed Passenger Train Finance Committee

G $ 165,470,000

Refunding Bonds.

The Refunding Bonds are being issued to (i) current and advance refund certain of the States general obligation bonds for debt service savings, and (ii) pay certain costs of issuance of the Refunding Bonds. The Refunding Bonds are issued as forty-seven (47) series under twenty-seven (27) Bond Acts, each authorized by the voters, as set forth below.


Designation Amount

1988 School Facilities Bond Act State School Building Finance Committee

AM $ 565,000


AE $ 390,000


BA $ 200,000

California Clean Water, Clean Air, Safe Neighborhood Parks, and Coastal Protection Act

of 2002

California Clean Water, Clean Air, Safe

Neighborhood Parks, and Coastal Protection Act

Finance Committee

AI $ 61,360,000

California Library Construction and Renovation Bond Act of 1988

California Library Construction and

Renovation Finance Committee

AC $ 110,000

California Reading and Literacy Improvement and Public Library Construction and Renovation

Bond Act of 2000

California Library Construction and

Renovation Finance Committee

AC $ 530,000

California Safe Drinking Water Bond Law of 1988

California Safe Drinking Water Finance Committee

AK $ 210,000

Class Size Reduction Kindergarten-University Public Education Facilities Bond Act of 1998

Higher Education Facilities Finance

Committee DC $ 100,225,000



DD $ 104,105,000

8


Designation Amount



DE $ 112,645,000

Clean Air and Transportation Improvement Bond Act of 1990

Transportation Improvement Finance

Committee BV $ 5,210,000

Clean Air and Transportation Improvement Bond Act of 1990

Transportation Improvement Finance

Committee BW $ 21,480,000

Clean Water and Water Reclamation Bond Law of 1988

Clean Water and Water Reclamation Finance

Committee X $ 1,665,000

County Correctional Facility Capital Expenditure and Youth Facility Bond Act of 1988

1988 County Correctional Facility Capital

Expenditure and Youth Facility Finance

Committee

AI $ 265,000




Committee

AJ $ 4,920,000




Committee

AK $ 240,000




Committee

AL $ 5,960,000

Higher Education Facilities Bond Act of 1988 Higher Education Facilities Finance

Committee AM $ 110,000

Higher Education Facilities Bond Act of June 1990


Committee AW $ 370,000



Committee AX $ 825,000



Committee BB $ 75,000

Housing and Homeless Bond Act of 1990 Housing Committee P $ 370,000

Housing and Homeless Bond Act of 1990 Housing Committee Q $ 290,000



Committee BT $ 1,455,000



BU $ 679,355,000

9


Designation Amount

New Prison Construction Bond Act of 1988 1988 Prison Construction

Committee AJ $ 45,000


Committee AK $ 2,825,000


Committee AL $ 475,000


Committee AM $ 3,475,000

Public Education Facilities Bond Act of 1996 Higher Education Facilities Finance

Committee CE $ 465,000

Public Education Facilities Bond Act of 1996 State School Building Finance Committee

CF $ 1,975,000

Public Education Facilities Bond Act of 1996 State School Building Finance Committee

CG $ 15,320,000

Safe Drinking Water, Clean Water, Watershed Protection, and Flood Protection Act

Safe Drinking Water, Clean Water, Watershed

Protection, and Flood Protection Finance

Committee

BC $ 43,055,000

Safe Drinking Water, Clean Water, Watershed Protection, and Flood Protection Act

Safe Drinking Water, Clean Water, Watershed

Protection, and Flood Protection Finance

Committee

BD $ 3,335,000

Safe Neighborhood Parks, Clean Water, Clean Air, and Coastal Protection Bond Act of 2000

(the Villaraigosa-Keeley Act)

Safe Neighborhood Parks, Clean Water, Clean Air, and Coastal Protection

(Villaraigosa-Keeley Act) Finance Committee

AU $ 66,855,000

Safe, Clean, Reliable Water Supply Act Safe, Clean, Reliable

Water Supply Finance Committee

BA $ 5,575,000

Safe, Clean, Reliable Water Supply Act Safe, Clean, Reliable

Water Supply Finance Committee

BB $ 10,630,000

School Facilities Bond Act of 1990 State School Building Finance Committee

AI $ 120,000


AJ $ 430,000


BE $ 405,000


BF $ 290,000

Seismic Retrofit Bond Act of 1996 Seismic Retrofit Finance

Committee AZ $ 52,210,000


Committee BA $ 58,530,000


Committee BB $ 4,530,000

10


Designation Amount


Committee BC $ 1,490,000

Water Conservation Bond Law of 1988 Water Conservation Finance Committee

AK $ 645,000

Water Security, Clean Drinking Water, Coastal and Beach Protection Act of 2002

Water Security, Clean Drinking Water, Coastal and Beach Protection Act

of 2002 Finance Committee

AL $ 4,385,000

Plan of Refunding

The State will deposit a portion of the net proceeds of the sale of the Refunding Bonds issued to current refund certain of the States general obligation bonds in the amount of $284,117,726.91 into the refunding escrow fund of the State Treasury established pursuant to Section 16784 of the California Government Code (the Refunding Escrow Fund) to current refund $280,505,000.00 of selected maturities of outstanding State general obligation bonds (the Current Refunded Bonds) on their respective redemption dates. The Current Refunded Bonds will be repaid within 90 days of the issuance of the Bonds so as to constitute a current refunding for federal tax purposes. Amounts in the Refunding Escrow Fund for the Current Refunded Bonds will be invested in the State Surplus Money Investment Fund, which is a portion of the States Pooled Money Investment Account, described in APPENDIX A THE STATE OF CALIFORNIA Investment of State Funds.

The State will also deposit a portion of the net proceeds of the sale of the Refunding Bonds issued to advance refund certain of the States general obligation bonds in the amount of $1,292,068,822.82 into the Refunding Escrow Fund to advance refund $1,238,255,000.00 of selected maturities of outstanding State general obligation bonds (the Advance Refunded Bonds and together with the Current Refunded Bonds, the Refunded Bonds) on their respective redemption dates. Amounts in the Refunding Escrow Fund for the Advance Refunded Bonds will be invested in United States Treasury securities.

Amounts in the Refunding Escrow Fund will be irrevocably dedicated to pay the principal of, premium, if any, and interest on the Refunded Bonds as they come due and may only be used for payment of debt service on the related Refunded Bonds, for certain expenses associated with the issuance of the Refunding Bonds and for other purposes permitted under Section 16782 of the California Government Code.

Exhibit 1 to this Official Statement (Exhibit 1) details the principal amount, maturity date, interest rate, redemption date and redemption price of the Refunded Bonds.

The State Treasurer intends to request Moodys Investors Service, Standard and Poors Rating Services and Fitch Ratings to re-rate the Advance Refunded Bonds; however there can be no assurance whether or when such ratings agencies will re-rate the Advance Refunded Bonds. See RATINGS. Following delivery of the Bonds, the State Treasurer also plans to request that Standard & Poors CUSIP Service Bureau provide separate CUSIP numbers for any Advance Refunded Bond maturities which are partially refunded, and to ask DTC to allocate by lot those maturities between refunded and non-refunded bonds, if applicable (see Exhibit 1). DTC, in turn, is to then notify its Direct Participants of the resulting status of such Bonds. See APPENDIX BDTC AND THE BOOK-ENTRY SYSTEM.

11

Redemption

Optional Redemption of Construction Bonds. The Construction Bonds maturing after April 1, 2023, are subject to optional redemption prior to their respective stated maturity dates, in whole or in part, in such order of maturity as may be designated by the State Treasurer and by lot within any maturity, on any date on or after April 1, 2023, at a redemption price equal to 100 percent of the principal amount thereof to be redeemed, plus accrued interest to the date fixed for redemption.

Optional Redemption of Refunding Bonds. The Refunding Bonds maturing on October 1, 2024, the Refunding Bonds maturing on October 1, 2025, bearing an initial reoffering yield of 1.960% and identified by the CUSIP number 13063B5F5 on the inside front cover of this Official Statement, and the Refunding Bonds maturing on October 1, 2029, are subject to optional redemption prior to their respective stated maturity dates, in whole or in part, in such order of maturity as may be designated by the State Treasurer and by lot within any maturity, on any date on or after April 1, 2018, at a redemption price equal to 100 percent of the principal amount thereof to be redeemed, plus accrued interest to the date fixed for redemption. Except as provided in the foregoing sentence, the Refunding Bonds maturing after October 1, 2023, are subject to optional redemption prior to their respective stated maturity dates, in whole or in part, in such order of maturity as may be designated by the State Treasurer and by lot within any maturity, on any date on or after April 1, 2023, at a redemption price equal to 100 percent of the principal amount thereof to be redeemed, plus accrued interest to the date fixed for redemption.

Notice of Redemption. When Bonds are to be redeemed, the State Treasurer is to give notice of redemption by mail and/or mutually acceptable electronic means only to DTC (not to the Beneficial Owners of the Bonds) not less than 30 or more than 60 days prior to the date fixed for redemption. DTC, in turn, is to send the notice of redemption to its Participants for distribution to the Beneficial Owners of the Bonds. See APPENDIX BTHE BOOKENTRY ONLY SYSTEM. The notice from the State Treasurer will state, among other things, that the Bonds or a designated portion thereof (in the case of partial redemption of a Bond) are to be redeemed, the dated date of the Bonds, the date fixed for redemption, the maturities of the Bonds to be redeemed and the redemption price. The notice will also state that after the date fixed for redemption no further interest will accrue on the principal of any Bonds called for redemption. The notice of redemption may also state that such redemption may be cancelled in whole or in part by the State Treasurer upon written notice to DTC no later than five business days prior to the date fixed for redemption. Notice of redemption will also be provided by mail or electronic means to the MSRBs EMMA website.

Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price being held by the State Treasurer, the Bonds so called for redemption shall, on the redemption date designated in such notice, become due and payable at the redemption price specified in such notice, interest on the Bonds so called for redemption shall cease to accrue and the holders of said Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof (including interest, if any, accrued to the redemption date), without interest accrued on any funds held after the redemption date to pay such redemption price.

12

Annual Debt Service Requirements

Construction Bonds. The following table sets forth the amounts required to be made available for the payment of principal, interest and the total payments due on the Construction Bonds.

Fiscal Year Fiscal Year Ending Total Debt June 30 Principal Interest Service

2014 $ 19,100,000.00 $ 57,438,029.20 $ 76,538,029.20 2015 -- 60,820,000.00 60,820,000.00 2016 -- 60,820,000.00 60,820,000.00 2017 39,000,000.00 59,845,000.00 98,845,000.00 2018 57,070,000.00 57,443,250.00 114,513,250.00 2019 77,990,000.00 54,066,750.00 132,056,750.00 2020 56,535,000.00 50,703,625.00 107,238,625.00 2021 53,040,000.00 47,964,250.00 101,004,250.00 2022 32,875,000.00 45,816,375.00 78,691,375.00 2023 28,065,000.00 44,292,875.00 72,357,875.00 2024 -- 43,591,250.00 43,591,250.00 2025 -- 43,591,250.00 43,591,250.00 2026 -- 43,591,250.00 43,591,250.00 2027 -- 43,591,250.00 43,591,250.00 2028 -- 43,591,250.00 43,591,250.00 2029 -- 43,591,250.00 43,591,250.00 2030 -- 43,591,250.00 43,591,250.00 2031 -- 43,591,250.00 43,591,250.00 2032 -- 43,591,250.00 43,591,250.00 2033 -- 43,591,250.00 43,591,250.00 2034 -- 43,591,250.00 43,591,250.00 2035 -- 43,591,250.00 43,591,250.00 2036 -- 43,591,250.00 43,591,250.00 2037 310,000,000.00 43,591,250.00 353,591,250.00 2038 -- 28,466,250.00 28,466,250.00 2039 -- 28,466,250.00 28,466,250.00 2040 -- 28,466,250.00 28,466,250.00 2041 -- 28,466,250.00 28,466,250.00 2042 -- 28,466,250.00 28,466,250.00 2043 576,325,000.00 28,466,250.00 604,791,250.00

Total $1,250,000,000.00 $1,320,285,154.20 $2,570,285,154.20

13

Refunding Bonds. The following table sets forth the amounts required to be made available for the payment of principal, interest and the total payments due on the Refunding Bonds.

Fiscal Year Fiscal Year Ending Total Debt June 30 Principal Interest Service

2014 $ 4,560,000.00 $ 62,750,555.41 $ 67,310,555.41 2015 1,345,000.00 66,723,312.50 68,068,312.50 2016 13,605,000.00 66,424,312.50 80,029,312.50 2017 15,215,000.00 65,847,987.50 81,062,987.50 2018 555,000.00 65,538,212.50 66,093,212.50 2019 5,885,000.00 65,429,387.50 71,314,387.50 2020 1,150,000.00 65,314,612.50 66,464,612.50 2021 4,890,000.00 65,209,762.50 70,099,762.50 2022 15,420,000.00 64,830,162.50 80,250,162.50 2023 87,745,000.00 62,409,337.50 150,154,337.50 2024 79,245,000.00 58,356,312.50 137,601,312.50 2025 231,865,000.00 50,641,237.50 282,506,237.50 2026 219,480,000.00 39,357,612.50 258,837,612.50 2027 101,440,000.00 31,522,712.50 132,962,712.50 2028 134,570,000.00 25,810,562.50 160,380,562.50 2029 27,125,000.00 22,005,531.25 49,130,531.25 2030 362,315,000.00 12,506,875.00 374,821,875.00 2031 15,350,000.00 3,180,375.00 18,530,375.00 2032 15,975,000.00 2,512,375.00 18,487,375.00 2033 16,740,000.00 1,694,500.00 18,434,500.00 2034 25,520,000.00 638,000.00 26,158,000.00

Total $1,379,995,000.00 $ 898,703,736.66 $2,278,698,736.66

For additional information regarding debt service payment obligations of the State, see APPENDIX ATHE STATE OF CALIFORNIASTATE DEBT TABLES.

Amendments to Resolutions or Bonds

The State or the State Treasurer may at any time modify or amend the Resolutions or supplemental certificate setting the terms of the Bonds, respectively, with respect to any outstanding Bonds and may amend such outstanding Bonds and the rights and obligations of the Bondholders of such outstanding Bonds and of the State, without notice to or the consent of any Bondholder, but only to make such provisions for the purpose of (i) curing any ambiguity, curing, correcting or supplementing any defective provision contained in a Resolution or such supplemental certificate or (ii) complying with requirements of the Internal Revenue Code of 1986, as amended (the Code), in order to satisfy the covenants of the State set forth in each Resolution relating to maintaining the tax exemption of interest on the Bonds; in each case as the applicable finance committee or the State Treasurer, respectively, may deem necessary or desirable, and which shall not adversely affect the interests of the Bondholders of the affected Bonds.

14

Refunding of Bonds

Pursuant to the Bond Acts and the provisions of California Government Code Section 16780 et seq. (the Refunding Law), refunding bonds may be issued to refund outstanding Bonds at or prior to their stated maturity. Pursuant to Section 16784 of the Refunding Law, the proceeds of such refunding bonds and other funds as described therein shall be deposited into the Refunding Escrow Fund and invested in Permitted Investments (defined below), which fund is irrevocably dedicated to pay the principal of, premium, if any, and interest on the refunded Bonds as they come due and for other purposes set forth in Section 16782 of the Government Code, including payment of costs of issuance of the refunding bonds. A separate account or accounts will be created within the Refunding Escrow Fund for each issue of refunding bonds.

Permitted Investments means (i) bonds or interest-bearing notes or obligations of the United States, or those for which the faith and credit of the United States are pledged for the payment of principal and interest, including receipts, certificates or any other evidences of an ownership interest in the investments identified in this clause (i) or in specified portions thereof; (ii) bonds or interest-bearing notes or obligations that are guaranteed as to principal and interest by a federal agency of the United States; (iii) pre-refunded municipal bonds which are rated no lower than the investments identified in clause (i) by each rating agency rating such bonds; (iv) bonds, consolidated bonds, collateral trust debentures, consolidated debentures or other obligations issued by federal land banks or federal intermediate credit banks established under the Federal Farm Loan Act, as amended; debentures and consolidated debentures issued by the Central Bank for Cooperatives and banks for cooperatives established under the Farm Credit Act of 1933, as amended; bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act; bonds, debentures and other obligations of the Federal National Mortgage Association established under the National Housing Act as amended and bonds of any federal home loan bank established under that act; obligations of the Federal Home Loan Mortgage Corporation; bonds, notes and other obligations issued by the Tennessee Valley Authority under the Tennessee Valley Authority Act as amended; and bonds, notes and other obligations guaranteed by the Commodity Credit Corporation for the export of California agricultural products under the Commodity Credit Corporation Charter Act as amended, provided, however that the Permitted Investments specified in this clause (iv) shall be rated by at least two of any three rating agencies rating such obligations not lower than the higher of (1) the rating on the Bonds to be refunded at the time of the original issuance thereof and (2) the rating on the Bonds to be refunded at the time of refunding; or (v) deposit in the State Surplus Money Investment Fund.

In any refunding for which proceeds of refunding bonds (and other funds, if any) are deposited into the Refunding Escrow Fund for payment of Bonds greater than 90 days prior to the date of retirement of such Bonds, unless the moneys on deposit are held in the State Surplus Money Investment Fund or as uninvested cash or both and are sufficient to pay when due all of the principal, premium, if any, and interest on such refunded Bonds until maturity or the date fixed for redemption without accounting for investment earnings thereon, the State Treasurer is required to obtain a report from a firm of independent public accountants verifying the sufficiency of such deposit.

15

LEGAL MATTERS

The opinion of the Honorable Kamala D. Harris, Attorney General of the State (the Attorney General), approving the validity of the Bonds will be delivered concurrently with the issuance of the Bonds . The opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the State (Bond Counsel), approving the validity of the Bonds and addressing certain tax matters will be delivered concurrently with the issuance of the Bonds. The proposed forms of such legal opinions are set forth in APPENDIX DPROPOSED FORMS OF LEGAL OPINIONS. Orrick, Herrington & Sutcliffe LLP and Polsinelli Shughart LLP are serving as Co-Disclosure Counsel to the State with respect to the Bonds (Bond Co-Disclosure Counsel). Orrick, Herrington & Sutcliffe LLP and Stradling Yocca Carlson and Rauth, a Professional Corporation, are serving as Co-Disclosure Counsel to the State regarding Appendix A (Appendix A Co-Disclosure Counsel). Certain legal matters will be passed upon for the Underwriters by their counsel, Hawkins Delafield & Wood LLP (Underwriters Counsel).

The Attorney General, Bond Counsel, Bond Co-Disclosure Counsel, Appendix A Co-Disclosure Counsel and Underwriters Counsel, respectively, undertake no responsibility for the accuracy, completeness or fairness of this Official Statement.

TAX MATTERS

In the opinion of Bond Counsel, based upon an analysis of existing laws, regulations, rulings, and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating federal corporate alternative minimum taxable income. A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX DPROPOSED FORMS OF LEGAL OPINIONS.

To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes original issue discount, the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is treated as interest on the Bonds which is excluded from gross income for federal income tax purposes and exempt from State of California personal income taxes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accrues daily over the term to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Bonds. Beneficial Owners of the Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of Beneficial Owners who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public.

16

Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) (Premium Bonds) will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owners basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The State has made certain representations and covenanted to comply with certain restrictions, conditions, and requirements designed to ensure that interest on the Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsels attention after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters.

Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect a Beneficial Owners federal, state, or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owners other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. As one example, the Obama Administrations proposed 2014 budget includes a legislative proposal which, for tax years beginning after December 31, 2013, would limit the exclusion from gross income of interest on obligations like the Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. The introduction or enactment of any such legislative proposals or clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express no opinion.

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsels judgment as to the proper treatment of the Bonds for federal income tax purposes. It is not binding on the Internal

17

Revenue Service (IRS) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the State, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The State has covenanted, however, to comply with the requirements of the Code.

Bond Counsels engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the State or the Beneficial Owners regarding the tax-exempt status of the Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the State and their appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the State legitimately disagrees, may not be practicable. Any action of the IRS, including but not limited to selection of the Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or the marketability of, the Bonds, and may cause the State or the Beneficial Owners to incur significant expense.

LITIGATION

There is not now pending (with service of process on the State having been accomplished) or threatened any litigation seeking to restrain or enjoin the sale, issuance, execution or delivery of the Bonds or challenging the validity of the Bonds or any proceedings of the State taken with respect to the foregoing.

At any given time, including the present, there are numerous civil actions pending against the State, which could, if determined adversely to the State, affect the States expenditures and, in some cases, its revenues and cash flow. While there can be no assurances as to the ultimate outcome and fiscal impact of such litigation, the State believes that it is unlikely that the outcome of any such litigation could adversely affect the ability of the State to pay the principal of and interest on the Bonds when due. See APPENDIX ATHE STATE OF CALIFORNIALITIGATION.

UNDERWRITING

The Bonds are being purchased by an underwriting group comprised of the underwriters listed on the cover page hereof (the Underwriters). Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC are acting as the representatives of the Underwriters. The Underwriters have agreed to purchase the Bonds for an aggregate purchase price of $2,978,926,352.09 (representing the principal amount of the Bonds of $2,629,995,000.00, plus net original issue premium of $358,954,438.35, less an Underwriters discount of $10,023,086.26). The initial public offering prices of the Bonds may be changed from time to time by the Underwriters.

The bond purchase contract relating to the Bonds (the Bond Purchase Contract) provides that (i) the Underwriters will purchase all of the Bonds if any of the Bonds are purchased and (ii) the obligation to make such purchase is subject to certain terms and conditions set forth in such purchase contract including, among others, the approval of certain legal matters by counsel.

18

Several of the Underwriters have provided letters to the State Treasurer relating to their distribution practices or other affiliations for inclusion in this Official Statement, which are set forth in Appendix E. The State does not guarantee the accuracy or completeness of the information contained in such letters and the information therein is not to be construed as a representation of the State or of any Underwriter other than the Underwriter providing such representation.

FINANCIAL STATEMENTS

The Audited Basic Financial Statements of the State of California for the Year Ended June 30, 2012 (the Financial Statements) are included as APPENDIX F to this Official Statement.

Certain unaudited financial information for the period July 1, 2012 through March 31, 2013, is included as EXHIBIT 1 to APPENDIX A to this Official Statement.

See APPENDIX ATHE STATE OF CALIFORNIAFINANCIAL STATEMENTS and APPENDIX FAUDITED BASIC FINANCIAL STATEMENTS OF THE STATE OF CALIFORNIA FOR THE YEAR ENDED JUNE 30, 2012.

RATINGS

All of the Bonds have received ratings of A1 by Moodys Investors Service, A by Standard & Poors Rating Services and A- by Fitch Ratings. An explanation of the significance and status of such credit ratings may be obtained from the rating agencies furnishing the same. There is no assurance that such ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by any such rating agencies if, in their respective judgments, circumstances so warrant. Any revision or withdrawal of a credit rating could have an effect on the market prices and marketability of the Bonds. The State cannot predict the timing or impact of future actions by the rating agencies.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

Upon delivery of the Bonds, Causey, Demgen and Moore P.C., independent certified public accountants, will deliver a report that the firm has verified (a) the mathematical accuracy of certain computations relating to the adequacy of the deposits to be made to the Refunding Escrow Fund with respect to the Current Refunded Bonds and the Advance Refunded Bonds to pay the amounts required as described under THE BONDS Plan of Refunding above and (b) the computations of yield of the Bonds and of the investments in the Refunding Escrow Fund with respect to the Advance Refunded Bonds. Bond Counsel will rely on this report in reaching their conclusion that the interest on the Bonds is excluded from gross income for federal tax purposes.

FINANCIAL ADVISOR

Public Resources Advisory Group is serving as the Financial Advisor to the State in connection with the issuance of the Bonds. The Financial Advisor has not been engaged, nor has it undertaken, to make an independent verification or assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

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ADDITIONAL INFORMATION

The purpose of this Official Statement is to supply information to prospective buyers of the Bonds. Quotations from and summaries and explanations of the Bonds and of statutes or documents are brief summaries thereof which do not purport to be complete or definitive, and reference is made to such statutes or documents for full and complete statements of the contents thereof.

Any statements in this Official Statement involving estimates, forecasts or matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the State and the purchasers or holders of any of the Bonds.

Questions regarding this Official Statement and the issuance of these securities may be addressed to the Office of the Honorable Bill Lockyer, Treasurer of the State of California, 915 Capitol Mall, Room 110, Sacramento, California 95814, telephone (800) 900-3873.

STATE OF CALIFORNIA BILL LOCKYER Treasurer of the State of California

EX-1-1

EXHIBIT 1

REFUNDED BONDS

In the following table, Prior Bonds refers to an issue of State general obligation bonds consisting of multiple series under separate Bond Acts, having a dated date as shown in the first column of the table. The amounts in the column Principal Amount to be Refunded represent the respective amounts of such Prior Bonds that constitutes Refunded Bonds. The difference between the amounts in the column Aggregate Principal Amount Outstanding and the column Principal Amount to be Refunded in Exhibit 1 represents the principal amount of such Prior Bonds not selected by the State Treasurer to be refunded with proceeds of the Refunding Bonds.

The following table is a list of the Refunded Bonds to be refunded with a portion of the proceeds of the Refunding Bonds.

Dated Date of Prior Bonds

CUSIP

(1306)

Principal Amount to be

Refunded ($)

Aggregate Principal Amount

Outstanding ($)

Maturity Date

Interest Rate (%)

Redemption Date

Redemption Price (%)

10/1/1992 2RAB4 965,000 2,960,000 10/1/2022 5.500 10/1/2013 100 11/1/1992 3ALU6 300,000 21,325,000 11/1/2022 5.000 11/1/2013 100 3/1/1997 3ANY6 80,000 2,195,000 10/1/2014 5.250 10/1/2013 100 3/1/1997 3ANZ3 80,000 2,195,000 10/1/2015 5.250 10/1/2013 100 3/1/1997 3APA6 125,000 2,240,000 10/1/2016 5.250 10/1/2013 100 3/1/1997 3APB4 80,000 2,195,000 10/1/2017 5.250 10/1/2013 100 3/1/1997 3APG3 80,000 2,195,000 10/1/2018 5.250 10/1/2013 100 3/1/1997 3APC2 240,000 6,580,000 10/1/2021 5.625 10/1/2013 100 3/1/1997 3APD0 160,000 4,380,000 10/1/2023 5.625 10/1/2013 100 3/1/1997 3APE8 1,695,000 8,025,000 10/1/2026 5.625 10/1/2013 100

10/1/1997 3APT5 35,190,000 38,990,000 10/1/2023 5.000 5/23/2013 100 2/1/1998 28VT4 1,475,000 3,450,000 2/1/2025 5.000 5/23/2013 100

10/1/1998 28X88 68,440,000 69,210,000 10/1/2026 4.250 5/23/2013 100 10/1/1998 28Y20 2,965,000 6,150,000 10/1/2028 4.500 5/23/2013 100 6/1/2000 2TU93 250,000 250,000 6/1/2014 5.000 5/23/2013 100 6/1/2000 2RS74 250,000 250,000 6/1/2015 5.250 5/23/2013 100 6/1/2000 2RS82 250,000 250,000 6/1/2016 5.250 5/23/2013 100 6/1/2000 2RS90 250,000 250,000 6/1/2017 5.250 5/23/2013 100 6/1/2000 2RT24 250,000 250,000 6/1/2018 5.250 5/23/2013 100 6/1/2000 2RT32 250,000 250,000 6/1/2019 5.500 5/23/2013 100 6/1/2000 2RT40 250,000 250,000 6/1/2020 5.500 5/23/2013 100 6/1/2000 2RT57 250,000 250,000 6/1/2021 5.500 5/23/2013 100 6/1/2000 2RT65 250,000 250,000 6/1/2022 5.500 5/23/2013 100 6/1/2000 2RT73 755,000 755,000 6/1/2025 5.500 5/23/2013 100 6/1/2000 2RT81 765,000 765,000 6/1/2028 5.500 5/23/2013 100 6/1/2000 2RT99 510,000 510,000 6/1/2030 5.650 5/23/2013 100

Copyright 2013, American Bankers Association. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein

is provided by the CUSIP Service Bureau, managed on behalf of the American Bankers Association by Standard & Poors. This data is not

intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the State and are included solely for the convenience of the registered owners of the applicable Bonds. Neither the State nor the Underwriters are responsible for the selection or uses of these CUSIP numbers, and no

representation is made as to their correctness on the applicable Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is

applicable to all or a portion of certain maturities of the Bonds.

EX-1-2


CUSIP

(1306)


Refunded ($)


Outstanding ($)

Maturity Date

Interest Rate (%)

Redemption Date


11/1/2001 2NXW2 3,075,000 4,180,000 11/1/2013 5.000 5/23/2013 100 11/1/2001 2T6D1 45,000 95,000 11/1/2020 5.000 5/23/2013 100 11/1/2001 2T6E9 45,000 90,000 11/1/2021 5.000 5/23/2013 100 11/1/2001 2NYF8 2,610,000 2,740,000 11/1/2022 5.000 5/23/2013 100 11/1/2001 2NYH4 2,610,000 2,740,000 11/1/2024 5.000 5/23/2013 100 11/1/2001 2NYJ0 2,610,000 2,740,000 11/1/2025 5.000 5/23/2013 100 11/1/2001 2T2Y9 345,000 1,225,000 11/1/2030 5.000 5/23/2013 100 2/1/2002 2NB89 4,730,000 4,730,000 2/1/2026 5.000 5/23/2013 100 4/1/2002 2NG50 1,250,000 1,250,000 2/1/2015 4.500 5/23/2013 100 4/1/2002 2NG68 335,000 335,000 2/1/2018 5.000 5/23/2013 100 4/1/2002 2T3K8 5,335,000 5,335,000 2/1/2019 5.000 5/23/2013 100 4/1/2002 2NG92 3,895,000 3,895,000 2/1/2022 5.000 5/23/2013 100 4/1/2002 2NM61 2,310,000 2,310,000 4/1/2022 5.000 5/23/2013 100 4/1/2002 2NH34 135,000 135,000 2/1/2025 5.000 5/23/2013 100 4/1/2002 2NH42 2,615,000 2,615,000 2/1/2026 5.000 5/23/2013 100 4/1/2002 2T3R3 5,705,000 5,705,000 4/1/2027 5.000 5/23/2013 100 4/1/2002 2NH67 595,000 595,000 2/1/2028 5.250 5/23/2013 100 4/1/2002 2T3N2 129,255,000 129,255,000 2/1/2030 5.250 5/23/2013 100

10/1/2002 3BYA4 655,000 950,000 10/1/2022 5.000 5/23/2013 100 5/1/2003 2PBC5 335,000 370,000 2/1/2021 4.875 8/1/2013 100 5/1/2003 3BV82 4,510,000 4,510,000 2/1/2021 5.000 8/1/2013 100 5/1/2003 3BV90 150,000 150,000 2/1/2022 4.900 8/1/2013 100 5/1/2003 3BW24 4,600,000 4,600,000 2/1/2022 5.000 8/1/2013 100 5/1/2003 3BW32 5,450,000 5,450,000 2/1/2023 5.000 8/1/2013 100 5/1/2003 3BW40 8,350,000 70,295,000 2/1/2024 5.000 8/1/2013 100 5/1/2003 3BW57 72,695,000 72,695,000 2/1/2025 5.000 8/1/2013 100 5/1/2003 3BW65 53,120,000 53,120,000 2/1/2026 5.000 8/1/2013 100 5/1/2003 3BW73 540,000 540,000 2/1/2027 5.125 8/1/2013 100 5/1/2003 3BX49 17,650,000 17,650,000 2/1/2028 5.125 8/1/2013 100 5/1/2003 3BW99 70,785,000 115,950,000 2/1/2032 5.000 8/1/2013 100 7/1/2003 3BZ54 165,000 3,360,000 2/1/2014 3.750 8/1/2013 100 7/1/2003 3BZ62 880,000 17,725,000 2/1/2014 5.250 8/1/2013 100 7/1/2003 3BZ70 65,000 1,000,000 2/1/2015 3.900 8/1/2013 100 7/1/2003 3BZ88 245,000 1,940,000 2/1/2016 4.000 8/1/2013 100 7/1/2003 3BZ96 140,000 1,985,000 2/1/2017 4.200 8/1/2013 100 7/1/2003 3B2A9 60,000 1,095,000 2/1/2020 4.500 8/1/2013 100 7/1/2003 3B2Z4 795,000 13,850,000 2/1/2020 5.250 8/1/2013 100 7/1/2003 3B2B7 1,235,000 2,120,000 2/1/2021 4.600 8/1/2013 100 7/1/2003 3B2C5 50,000 1,050,000 2/1/2022 4.700 8/1/2013 100 7/1/2003 3B3B6 1,470,000 30,450,000 2/1/2022 5.250 8/1/2013 100 7/1/2003 3B2D3 85,000 3,225,000 2/1/2023 4.750 8/1/2013 100 7/1/2003 3B2E1 190,000 7,140,000 2/1/2024 4.750 8/1/2013 100 7/1/2003 3B2F8 710,000 3,115,000 2/1/2024 5.250 8/1/2013 100 7/1/2003 3B2G6 145,000 7,405,000 2/1/2025 4.800 8/1/2013 100 7/1/2003 3B2H4 195,000 25,295,000 2/1/2025 5.250 8/1/2013 100 7/1/2003 2PDV1 73,105,000 100,000,000 2/1/2026 4.400 8/1/2013 100 7/1/2003 2PDX7 10,215,000 28,890,000 2/1/2028 4.800 8/1/2013 100 7/1/2003 3B2J0 25,550,000 131,640,000 2/1/2028 5.250 8/1/2013 100 7/1/2003 2PDY5 830,000 28,085,000 2/1/2029 5.000 8/1/2013 100 7/1/2003 3B2K7 13,900,000 66,475,000 2/1/2033 5.000 8/1/2013 100

11/1/2003 2PKG6 7,490,000 7,490,000 11/1/2015 4.400 11/1/2013 100 11/1/2003 3BH88 9,475,000 9,475,000 11/1/2015 5.250 11/1/2013 100 11/1/2003 2PKH4 7,595,000 7,595,000 11/1/2016 4.500 11/1/2013 100 11/1/2003 3BH96 10,040,000 10,040,000 11/1/2016 5.250 11/1/2013 100 11/1/2003 2PKK7 4,395,000 4,395,000 11/1/2018 4.700 11/1/2013 100 11/1/2003 2PLV2 53,470,000 53,470,000 11/1/2022 5.000 11/1/2013 100 11/1/2003 2PKP6 4,310,000 4,310,000 11/1/2022 5.100 11/1/2013 100

EX-1-3


CUSIP

(1306)


Refunded ($)


Outstanding ($)

Maturity Date

Interest Rate (%)

Redemption Date


11/1/2003 2PLW0 50,270,000 50,270,000 11/1/2023 5.125 11/1/2013 100 11/1/2003 2PKQ4 10,475,000 10,475,000 11/1/2023 5.150 11/1/2013 100 11/1/2003 2PLX8 120,345,000 120,345,000 11/1/2024 5.125 11/1/2013 100 11/1/2003 2PKR2 28,515,000 28,515,000 11/1/2024 5.250 11/1/2013 100 11/1/2003 2PKS0 87,135,000 87,135,000 11/1/2025 5.250 11/1/2013 100 11/1/2003 2PKT8 90,575,000 90,575,000 11/1/2026 5.250 11/1/2013 100 11/1/2003 2PKU5 94,195,000 94,195,000 11/1/2027 5.250 11/1/2013 100 11/1/2003 2PKV3 27,965,000 98,050,000 11/1/2028 5.250 11/1/2013 100 11/1/2003 2PKW1 177,155,000 177,155,000 11/1/2029 5.250 11/1/2013 100 11/1/2003 2PLA8 82,830,000 374,725,000 11/1/2033 5.500 11/1/2013 100

$ 1,518,760,000

APPENDIX A

THE STATE OF CALIFORNIA

NOTE: Since the date of the Preliminary Official Statement, certain information in Appendix A has been updated, shown in italics. Updates include information from the CalSTRS 2012 actuarial valuation.

April 11, 2013

i

TABLE OF CONTENTS

Page

INTRODUCTION TO THE STATE OF CALIFORNIA AND APPENDIX A ...................................... A-1

State Financial Condition ..................................................................................................................... A-1

State Revenues, Expenditures and Cash Management ......................................................................... A-1

General Fund ........................................................................................................................................ A-2

State General Obligation Debt and Other Obligations ......................................................................... A-2

Deferred Obligations ............................................................................................................................ A-3

State Pension Funds and Retiree Health Care Costs ............................................................................ A-3

Financial Statements ............................................................................................................................. A-4

Population and Economy of the State ................................................................................................... A-4

Certain Defined Terms ......................................................................................................................... A-5

RECENT DEVELOPMENTS .................................................................................................................. A-6

PROPOSED FISCAL YEAR 2013-14 STATE BUDGET ....................................................................... A-8

Proposed Fiscal Year 2013-14 Budget ................................................................................................. A-8

Health Care Reform .............................................................................................................................. A-9

Development of Revenue Estimates ................................................................................................... A-10

Economic Assumptions Underlying the 2013-14 Governors Budget Proposal ................................ A-13

Multi-Year Budget Projections ........................................................................................................... A-13

DEFERRED OBLIGATIONS ................................................................................................................ A-14

CURRENT STATE BUDGET ............................................................................................................... A-16

The 2012 Budget Act .......................................................................................................................... A-16

Fiscal Year 2012-13 Revised Estimates in the 2013-14 Governors Budget ..................................... A-22

Budget Risks ....................................................................................................................................... A-23

Summary of State Revenues and Expenditures .................................................................................. A-24

Revenue and Expenditure Assumptions ............................................................................................. A-27

Cap and Trade Program ...................................................................................................................... A-27

Special Funds Review ........................................................................................................................ A-28

2011 BUDGET ACT .............................................................................................................................. A-28

General ............................................................................................................................................... A-28

Trigger Mechanism for Revenue Shortfall ......................................................................................... A-29

CASH MANAGEMENT ........................................................................................................................ A-29

Cash Management Tools .................................................................................................................... A-29

TABLE OF CONTENTS (continued)

Page

ii

Cash Management in Fiscal Year 2011-12 ......................................................................................... A-31



STATE INDEBTEDNESS AND OTHER OBLIGATIONS .................................................................. A-32

General ............................................................................................................................................... A-32

Capital Facilities Financing ................................................................................................................ A-33

General Obligation Bonds .............................................................................................................. A-33

Variable Rate General Obligation Bonds ....................................................................................... A-33

General Obligation Commercial Paper Program ............................................................................ A-34

Bank Arrangements ........................................................................................................................ A-34

Lease-Revenue Obligations ............................................................................................................ A-35

Non-Recourse Debt ........................................................................................................................ A-35

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