This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. The Bonds may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction. * Preliminary, subjecttochange. The dateofthisOfficial Statementis______, 2013. (“The Taxpayer Relief Act”), includes the power to levy heading in the Appendix Adescribed under fully more as power,except taxing power,which taxing and credit faith, full its pledges District School places and in the the manner stated in at the Bonds, dates, according to the the true intent and on meaning thereof; Bonds and for such the budgeting, appropriation and on payment the interest and of principal the District, School the of funds or revenues other or defined), (hereinafter Fund Sinking the from paid be to cause or pay punctually and duly shall and service; debt such of payment the to amounts such appropriate shall and year that for the Bonds that it shall include the amount of the debt service to be paid on the Bonds for each fiscal year in which such sums are payable in its budget District”) on March 5, 2012 (the “Resolution”), authorizing the issuance of the Bonds, the School District has covenanted with the registered owners of Security: General ObligationBonds,Seriesof2008;and(2)thecostsexpensessuchrefundingissuing2013Bonds. Purpose: Optional Redemption: DTC the of responsibility the is Bonds Participants andtheIndirectParticipants.See“BOOK-ENTRY the ONLY of Owners SYSTEM”herein. Beneficial to payments such of disbursement and DTC, of responsibility the is Participants Bank, TD by made be will Bonds the National on interest Association, located or in and Philadelphia, Pennsylvania, of (the DTC, “Paying principal as Agent”) the directly to of Cede long & Co. payments Disbursement So Bonds, of such payments the to the of DTC Bonds. owner registered the the in is Co., interests & their Cede nominee, representing its certificates receive not will purchasers and form, book-entry in only made be will Bonds the of Purchases Bonds. the for depository securities as act will DTC York,Company, New YorkTrustNew Depository (“DTC”). The for Payable: Code, Act ofJune30,1972,No.164,P.L. 508asamendedandsupplemented. Fiduciaries and Estate Probate, the under Pennsylvania of Commonwealth the in fiduciaries for investments legal are “Bonds”), the or Bonds” “2013 Legal Investment for Fiduciaries in Pennsylvania: Denomination: Due: Dated: The Section Pennsylvania corporatenetincometax. Bonds are exemptfrom personalproperty taxesinPennsylvania and theinterest ontheBondsisexemptfrom Pennsylvania personal incometaxand described underthecaption“Tax Exemptions”herein. UnderthelawsofCommonwealthPennsylvania, as currently enacted andconstrued,the the Bonds maybe indirectly subject to corporate alternative minimum tax and certain other taxes imposed oncertain corporations asmore fully construed. Interest onthe Bonds isnotanitem of tax preference for purposesofeither individual or corporatealternative minimum tax. Interest on the Bondsisexcluded from gross incomeoftheownersBondsforfederaltaxpurposesunderexisting law, ascurrently enacted and BOOK-ENTRY ONLY for delivery, throughthefacilities ofDTC,onorabout______,2013. the School District by John F. X. Reilly, Esquire, Media, Pennsylvania, Solicitor for the School District. It is expected that the Bonds will be available opinion of Dilworth Paxson LLP, Philadelphia, Bond Counsel, to be furnished upon delivery of the Bonds. Certain legal matters will be passed on for legal approving the to subject and Underwriter the by received and District School the by issued if and as when, delivery for offered are Bonds The the foregoingcovenantshallbespecificallyenforceable. by law. As provided in the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, 53 Pa C.S. Chs. 80-82, as amended (the “Act”), In the opinion of Bond Counsel, assuming compliance withcertaincovenantsoftheRidley In theopinionofBondCounsel,assumingSchoolDistrict(the“SchoolDistrict”),interest on May 15andNovember15,asshownontheinsidecover 265(b)(3) Date ofDelivery nominee as Cede &Co., and heldby will beregisteredinthenameof issued, and when fully registeredbonds as will beissued The Bonds In a Resolution adopted by the Board of School Directors of the Ridley School District, Delaware County, Pennsylvania (the “School (the Pennsylvania County, Delaware District, School Ridley the of Directors School of Board the by adopted Resolution a In School Proceeds of the 2013 Bonds will be used to provide funds to pay: (1) the costs of currently refunding the Ridley School District’s outstanding Integral multiplesof$5,000 District of the Internal The 2013Bondsaresubjecttooptionalredemptionasmorefullydescribedherein. has PRELIMINARY OFFICIAL STATEMENT DATED JANUARY 17,2013 designated Revenue

the General ObligationBonds,Seriesof2013 Code Bonds of Delaware County, Pennsylvania RIDLEY SCHOOL DISTRICT 1986, and/or The General Obligation Bonds, Series of 2013 in the aggregate amount of $4,515,000* (the $4,515,000* of amount aggregate the in 2013 of Series Bonds, Obligation General The as ad valorem the amended Bonds Maturity Schedule $4,515,000* (See InsideCover) taxes on all taxable property with the School District, within limitations provided (relating will be deemed to the deductibility designated as of “qualified interest Rating: S&P “AA-”(See“Rating”herein) Form: First Interest Payment: Interest Payable: expenses tax-exempt Book-Entry Only by certain obligations” May 15andNovember financial May 15,2013 for institutions). purposes of

$4,515,000* RIDLEY SCHOOL DISTRICT Delaware County, Pennsylvania General Obligation Bonds, Series of 2013

Dated: Date of Delivery Interest Payable: May 15 and November 15 Due: May 15 and November 15, as shown below First Interest Payment: May 15, 2013 Denomination: Integral multiples of $5,000 Form: Book-Entry Only

Maturity Schedule

Payment Principal Payment Principal Date Amount Coupon Price Date Amount Coupon Price May 15 November 15 2013 2020 November 15 2021 2013 2022 2015 2023 2016 2024 2017 2025 2018 2026 2019 2027

______* Preliminary, subject to change.

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Ridley School District Delaware County, Pennsylvania

BOARD OF SCHOOL DIRECTORS Michael V. Capozzoli ...... President Beverly H. Kapanjie ...... Vice President Charles Maiers ...... Secretary (Non Member) Cindy Cherkas ...... Treasurer (Non Member) George B. Dawson, Esq...... Member Stephen J. Ferzetti ...... Member Andrew J. Hamilton ...... Member Harry J. McElwee ...... Member Christine M. McMenamin ...... Member Adele Warner ...... Member Patrick J. Welsh ...... Member

SCHOOL DISTRICT ADMINISTRATION

Lee Ann Wentzel ...... Superintendent Cindy Cherkas ...... Assistant Business Manager

SCHOOL DISTRICT SOLICITOR John F. X. Reilly, Esquire Media, Pennsylvania

BOND COUNSEL Dilworth Paxson LLP Philadelphia, Pennsylvania

PAYING AGENT TD Bank, National Association Philadelphia, Pennsylvania

UNDERWRITER RBC Capital Markets, LLC Philadelphia, Pennsylvania

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No dealer, broker, salesperson or other person has been authorized by the School District or the Underwriter to give any information or to make any representations, 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. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the School District and other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter or, as to information from other sources, by the School District. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in any of the information set forth herein since the date of which said information is given.

THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT PURSUANT TO ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. .

TABLE OF CONTENTS

Summary Statement...... v Introduction ...... 1 Purpose and Plan of Financing ...... 1 The Bonds ...... 2 Redemption Provisions ...... 3 Book-Entry Only System...... 4 Security and Sources of Payment for the Bonds...... 6 Tax Exemption...... 7 Miscellaneous ...... 8 Appendix A – School District Finances ...... A-1 Appendix B – Description of the School District ...... B-1 Appendix C – Audited Financial Statements of the School District, Fiscal Year Ending June 30, 2012...... C-1 Appendix D – Proposed Form of Bond Opinion ...... D-1 Appendix E – Bond Amortization Schedule...... E-1

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SUMMARY STATEMENT

This Summary Statement is subject in all respects to more complete information in this Official Statement. No person is authorized to detach this Summary Statement from this Official Statement or otherwise use it without the entire Official Statement.

Issuer ...... Ridley School District, Delaware County, Pennsylvania.

Bonds ...... $4,515,000* aggregate principal amount of General Obligation Bonds, Series of 2013, dated the date of delivery, maturing in various principal amounts (as herein described) on May 15, 2013 and November 15 of the years 2013 through 2027, inclusive, with interest payable on May 15 and November 15 of each year, beginning May 15, 2013.

Redemption Provisions...... Optional Redemption The 2013 Bonds stated to mature after November 15, 20____, will be subject to redemption prior to maturity at the option of the School District in whole or, from time to time, in part (and if in part, in such order of maturity or portion of a maturity as the Issuer shall select within a maturity by lot) on ______, 20___, or any date thereafter, at a redemption price of 100% of the principal amount of the 2013 Bonds to be redeemed.

Form ...... Book-entry only.

Application of Proceeds..... Proceeds of the 2013 Bonds will be used to provide funds to pay: (1) the costs of currently refunding the Ridley School District’s outstanding General Obligation Bonds, Series of 2008; and (2) the costs and expenses of such refunding and of issuing the 2013 Bonds.

Security ...... The Bonds are general obligations of the Ridley School District, Delaware County, Pennsylvania.

Rating ...... See “Rating” herein.

______* Preliminary, subject to change.

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$4,515,000* Ridley School District Delaware County, Pennsylvania General Obligation Bonds, Series of 2013

INTRODUCTION

This Official Statement is furnished by the Ridley School District, Delaware County, Pennsylvania (the "School District"), in connection with the offering of its General Obligation Bonds, Series of 2013 in the aggregate principal amount of $4,515,000* (the “2013 Bonds” or the “Bonds”). The Bonds are being issued pursuant to a Resolution of the Board of School Directors of the School District (the “Board”), adopted March 5, 2012 (the "Resolution"), and in accordance with the Act of the General Assembly of the Commonwealth of Pennsylvania, known as the Local Government Unit Debt Act of the Commonwealth of Pennsylvania (53 Pa. Cons. Stat. Section 8001 et seq, as amended) (the "Act"). TD Bank, National Association, Philadelphia, Pennsylvania, will act as paying agent, sinking fund depository and bond registrar (in each capacity referred to as “Paying Agent”). The Bonds will be issued as fully registered bonds and when issued, will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made only in book-entry form, and purchasers will not receive certificates representing their interests in the Bonds. So long as DTC, or its nominee, Cede & Co., is the registered owner of the Bonds, payments of the principal of and interest on the Bonds will be made by the Paying Agent directly to Cede & Co. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to Beneficial Owners of the Bonds is the responsibility of the DTC Participants and the Indirect Participants. See “THE BONDS” and “BOOK-ENTRY ONLY SYSTEM” herein. The information which follows contains summaries of certain provisions of the Resolution, the School District's Budget and the School District's Financial Statements. Such summaries do not purport to be complete and reference is made to the Resolution, the School District's Budget and the School District's Financial Statements, copies of which are on file and available for examination at the offices of the School District.

PURPOSE AND PLAN OF FINANCING Proceeds of the 2013 Bonds will be used to provide funds to pay: (1) the costs of currently refunding the Ridley School District’s outstanding General Obligation Bonds, Series of 2008 (the “2008 Bonds” or “Refunded Bonds”); and (2) the costs and expenses of such refunding and of issuing the 2013 Bonds. Refunding Program Upon issuance of the Bonds, a portion of the proceeds will be irrevocably deposited with U.S. Bank National Association, Philadelphia, Pennsylvania, as paying agent for the 2008 Bonds, in an amount sufficient to redeem and pay on ______, 2013, or such other date not in excess of 90 days following settlement of the Bonds, all outstanding 2008 Bonds.

______* Preliminary, subject to change.

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Sources and Uses of Funds The estimated sources and uses of funds are summarized as follows:

Sources of Funds: The Bonds...... $ [Less/Plus]: Net Original Issue [Discount/Premium] ...... Total Sources of Funds ...... $

Uses of Funds: Refunding Requirement – 2008 Bonds...... $ Cost of Issuance (1)...... Total Uses of Funds...... $ ______(1) Includes underwriter’s discount, legal, printing, rating, paying agent and miscellaneous fees.

THE BONDS

Description of the Bonds The Bonds will be issued only as fully registered bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. The Bonds will be dated as of the date of delivery, and will bear interest at the rates per annum and will mature in the principal amounts and at the times set forth on the cover page of this Official Statement. When issued, the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York. Purchasers of the Bonds (the “Beneficial Owners”) will not receive any physical delivery of bond certificates and beneficial ownership of the Bonds will be evidenced only by book entries. See “BOOK-ENTRY ONLY SYSTEM” herein. Payment of Principal and Interest So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, payments of principal of and interest on the Bonds, when due, are to be made to DTC and all such payments shall be valid and effective to satisfy fully and to discharge the obligations of the School District with respect to, and to the extent of, principal and interest so paid. If the use of the Book-Entry Only System for the Bonds is discontinued for any reason, bond certificates will be issued to the Beneficial Owners of the Bonds and payment of principal and interest on the Bonds shall be made as described in the following paragraphs. Principal of the Bonds will be paid to the registered owners thereof or assigns, when due, upon surrender of the Bonds at the corporate trust office of the Paying Agent located in Cherry Hill, New Jersey or Philadelphia, Pennsylvania. Interest is payable to the registered owner of a Bond from the interest payment date next preceding the date of registration and authentication of the Bond, unless: (a) such Bond is registered and authenticated as of an interest payment date, in which event such Bond shall bear interest from said interest payment date, or (b) such Bond is registered and authenticated after a Regular Record Date (hereinafter defined) and before the next succeeding interest payment date, in which event such Bond shall bear interest from such succeeding interest payment date, or (c) such Bond is registered and authenticated on or prior to the Regular Record Date next preceding the first Interest Payment Date, in which event such Bond shall bear interest from the dated date. Interest shall be paid semiannually on May 15 and November 15 of each year, beginning May 15, 2013, until the principal sum is paid. Interest on each Bond is payable by check drawn on the Paying Agent and mailed to the registered owner whose name and address shall appear, at the close of business on the last day of the calendar month (whether or not a business day) next preceding each interest payment date (the "Regular Record Date"), on the registration books maintained by the Paying Agent, irrespective of any transfer or exchange of the Bond subsequent to such Regular Record Date and prior to such interest payment date, unless the School District shall be in default in payment of interest due on such interest payment date. In the event of any such default, such interest shall cease to be payable to registered owners of the Bonds shown on the registration books as of the Regular Record Date. Whenever moneys thereafter become available for the payment of the defaulted interest, the Paying Agent on behalf of the School District shall establish a “special interest payment date” for the payment of the defaulted interest and a “special record date” (which shall be a business day) relating thereto for determining the registered owners of Bonds entitled to such payments; provided, however, that the special record date shall be at least 10 days but not more than 15 days prior to the special interest payment date. Notice of each date so established shall be mailed by the Paying Agent

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on behalf of the School District to each registered owner of a Bond at least 10 days prior to the special record date but not more that 30 days prior to the special interest payment date. The defaulted interest shall be paid on the special interest payment date by check mailed to the registered owners of the Bonds as shown on the registration books kept by the Paying Agent as of the close of business on the special record date. If the date for payment of the principal or redemption price of, and interest on, the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the Commonwealth of Pennsylvania or in each of the cities in which the corporate trust or payment office of the Paying Agent are located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Transfer, Exchange and Registration of Bonds Subject to the provisions described below under “BOOK-ENTRY ONLY SYSTEM,” Bonds may be transferred or exchanged by the registered owners thereof upon surrender of Bonds to the Paying Agent, at its designated office, accompanied by a written instrument or instruments in form, with instructions satisfactory to the Paying Agent, duly executed by the registered owner of such Bond or his attorney-in-fact or other legal representative. The Paying Agent shall enter any transfer of ownership of Bonds in the registration books and shall authenticate and deliver at the earliest practicable time in the name of the transferee or transferees a new fully registered bond or bonds of authorized denominations of the same maturity date and interest rate for the aggregate principal amount which the registered owner is entitled to receive. The School District and the Paying Agent may deem and treat the registered owner of any Bond as the absolute owner thereof (whether or not a Bond shall be overdue) for the purpose of receiving payment of or on account of principal and interest and for all other purposes, and the School District and the Paying Agent shall not be affected by any notice to the contrary. Bonds may be exchanged for a like aggregate amount of Bonds of other authorized denominations of the same maturity date and interest rate. The Paying Agent shall not required to transfer or exchange any Bond during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice, if the Bond to be transferred or exchanged has been called for such redemption.

REDEMPTION PROVISIONS Optional Redemption The Bonds maturing after November 15, 20___ are subject to redemption prior to maturity at the option of the School District, at the redemption price of 100% of the principal amount of Bonds to be redeemed, plus accrued interest to the date fixed for redemption, in whole or, from time to time, in part (and if in part, in such order of maturity or portion of a maturity as the School District shall select and within a maturity by lot) at any time on and after______, 20___. If less than all Bonds of any maturity are to be redeemed, the Bonds of such maturity to be redeemed shall be drawn by lot by the Paying Agent. Mandatory Redemption The Bonds stated to mature on November 15, 20___, November 15, 20___ and November 15, 20___ shall be subject to mandatory redemption prior to maturity, in part, by lot in direct order of maturity, at the redemption price of 100% of the principal amount of Bonds to be redeemed, plus accrued interest to the date fixed for redemption, on November 15 of the years (except on a maturity date) and in the aggregate amounts set forth in the following schedules:

Term Bonds Due November 15, 20___ Term Bonds Due November 15, 20__ Year Amount Year Amount 20__ $ 20__ $ 20__* $ 20__* $

Term Bonds Due November 15, 20___ Year Amount 20__ $ 20__* $ ______* Scheduled Maturity.

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Manner of Redemption If a Bond is of a denomination larger than the minimum authorized denomination, a portion of such Bond (in any integral multiple of $5,000) may be redeemed. In the case of partial redemption of a Bond, payment of the redemption price shall be made only upon surrender of such Bond in exchange for Bonds of authorized denominations in aggregate principal amount equal to the unredeemed portion of the principal amount thereof. Notice of Redemption Notice of any redemption shall be given at least thirty (30) days prior to the date fixed for redemption by mailing a copy of the redemption notice by first class United States mail, postage prepaid, or by another method of giving notice which is acceptable to the Paying Agent and customarily used by fiduciaries for similar notices at the time such notice is given, to each registered owner of any Bonds to be redeemed to the address of such registered owner as it appears on the registration books of the Paying Agent, unless such notice is waived by the registered owner of the Bonds to be redeemed; provided, however, that failure to give such notice by mailing, or any defect therein or in the mailing thereof, shall not affect the validity of any proceeding for redemption of other Bonds so called for redemption as to which proper notice has been given or waived. If at the time of the mailing of any notice of optional redemption the School District shall not have deposited with the Paying Agent moneys sufficient to redeem all the Bonds called for redemption, such notice shall state that it is conditional, that is, subject to the deposit or transfer of the redemption moneys with the Paying Agent not later than the opening of business on the redemption date, and that such notice shall be of no effect unless such moneys are so deposited. On the date designated for redemption, notice having been provided as aforesaid, and money for payment of the principal and accrued interest being held by the Paying Agent, interest on the Bonds and portions thereof so called for redemption shall cease to accrue and registered owners of such Bonds shall have no rights with respect thereto, except to receive payment of the principal to be redeemed and accrued interest on such Bonds to the date fixed for redemption.

BOOK-ENTRY ONLY SYSTEM The information in this section has been obtained from materials provided by DTC for such purpose. The School District (herein referred to as the “Issuer”) and the Underwriter do not guaranty the accuracy or completeness of such information and such information is not to be construed as a representation of the School District or the Underwriter. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or in such other name as may be requested by an authorized representative of DTC. One fully-registered certificate for the Bonds of each maturity will be issued in principal amount equal to the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (the “Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the “Indirect Participants”). DTC has Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (the “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written

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confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices of Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Paying Agent and request that copies of the notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds (or all Bonds of a particular maturity) are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue (or maturity) to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails on Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). So long as the Bonds are held by DTC under a book-entry system, payments of the principal of and interest on the Bonds and, if applicable, any premium payable upon redemption thereof, will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants' accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or the Paying Agent on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participants and not of DTC, the Paying Agent or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of the principal of and interest on Bonds and, if applicable, any premium payable upon redemption thereof to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue its services as a securities depository for the Bonds at any time by giving reasonable notice to the Issuer or the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. NEITHER THE ISSUER NOR THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT, INDIRECT PARTICIPANT OR BENEFICIAL OWNER OR ANY OTHER PERSON WITH RESPECT TO: (1) THE BONDS; (2) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT; (3) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OR REDEMPTION PRICE OF OR INTEREST ON THE BONDS; (4) THE DELIVERY

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TO ANY BENEFICIAL OWNER BY DTC OR ANY DTC PARTICIPANT OR INDIRECT PARTICIPANT OF ANY NOTICE WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE ORDINANCE TO BE GIVEN TO BONDHOLDERS; (5) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (6) ANY OTHER ACTION TAKEN BY DTC AS BONDHOLDER.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS General Obligation The Bonds are general obligations of the School District and are payable from the general taxes and revenues of the School District. The taxing powers of the School District are described more fully herein. The School District has covenanted in the Resolution that it will provide in its budget for each fiscal year, and will appropriate in each such year, the amount of the debt service on the Bonds for such year and will duly and punctually pay, or cause to be paid, the principal of every Bond and the interest thereon on the dates, at the place and in the manner stated in the Bonds, and for such budgeting, appropriation and payment, the School District has pledged its full faith, credit and taxing power, which taxing power presently includes the power to levy ad valorem taxes on all taxable property within the School District, within limitations provided by law. (see Appendix A – “TAXING POWERS OF THE SCHOOL DISTRICT – The Taxpayer Relief Act” discussing legislation subjecting the School District’s taxing power to certain limitations. The Act presently provides for enforcement of debt service payments as hereinafter described (see herein “Actions in the Event of Default”) and the Public School Code (herein defined) presently provides for the withholding and application of subsidies in the event of failure to pay debt service (see herein “Security for General Obligation Bonds Under Section 633 of the Public School Code of 1949”). Sinking Fund In the Resolution, the School District has set forth that a sinking fund (the “Sinking Fund”) shall be established and maintained with the Paying Agent, as sinking fund depository, and segregated from all other funds and accounts of the School District. The School District shall deposit in the Sinking Fund, not later than the date when principal or interest is to become due on the Bonds, an amount which, together with any other available funds therein, will be sufficient to provide for the payment of interest and principal becoming due on the Bonds. The Sinking Fund shall be held by the Paying Agent, as sinking fund depository, and may be invested in such securities or deposited in such deposit accounts as are authorized by law, upon direction of the School District. Such deposits and securities shall be in the name of the School District but subject to withdrawal or collection only by the Paying Agent, and such deposits and securities, together with the interest thereon, shall be a part of the Sinking Fund. The Paying Agent is authorized and directed to pay from the Sinking Fund the principal of and interest on the Bonds when due and payable. Actions in the Event of Default In the event the School District defaults in the payment of the principal of or the interest on any of the Bonds after same shall become due, whether at the stated maturity or upon call for prior redemption, and such default shall continue for thirty days, or if the School District fails to comply with any provision of the Bonds or the Resolution, the Act provides that the holders of 25% in aggregate principal amount of the Bonds then outstanding may, upon appropriate action, appoint a trustee to represent the bondholders. The trustee may, and upon request of the holders of 25% in principal amount of the Bonds then outstanding, and upon being provided with indemnity satisfactory to it, shall take such action on behalf of the bondholders as is more specifically set forth in the Act. Such representation by the trustee shall be exclusive. Security for General Obligation Bonds Under Section 633 of the Public School Code of 1949 Section 633 of the Public School Code of 1949 (Act of March 10, 1949, P.L. 30, as amended by Act 150 of 1975) (the "Public School Code") presently provides that if any school district fails to pay or to provide for the payment of any indebtedness, at the date of maturity or mandatory redemption, or any interest due on such indebtedness, in accordance with the schedule under which the bonds or notes were issued, the Secretary of Education of the Commonwealth of Pennsylvania (the “Commonwealth”) shall notify the board of school directors of its obligation and shall withhold from any Commonwealth appropriation due such school district an amount equal to the sum of such principal amount and shall pay over such amount directly to the bank acting as sinking fund depository for the bond issue.

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The withholding provisions of Section 633 are not part of any contract with the registered owners of the Bonds and may be amended or repealed by future legislation. The effectiveness of Section 633 may be limited by the application of other withholding provisions contained in the Public School Code, such as provisions for withholding and paying over of appropriations for payment of unpaid teachers' salaries. Enforcement may also be limited by bankruptcy, insolvency, or other laws or equitable principles affecting the enforcement of creditors' rights generally.

TAX EXEMPTION In the opinion of Bond Counsel, assuming compliance with certain covenants of the School District, interest on the Bonds is excluded from gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the earnings and profits of the corporate holder. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Code. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Code. Ownership of the Bonds may give rise to collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel expresses no opinion as to any such collateral federal income tax consequences. Purchasers of the Bonds should consult their own tax advisor as to collateral federal income tax consequences. The initial public offering price of Bonds of certain maturities may be greater than the amount payable on such Bonds at maturity. Bond counsel expresses no opinion herein with respect to the treatment of such excess of offering price over amounts payable at maturity (“original issue premium”). Investors should seek advice thereon from their own tax advisors. The initial public offering price of Bonds of certain maturities may be less than the amount payable at maturity. The difference between the initial public offering price and the amount payable at maturity constitutes original issue discount. Bond Counsel is of the opinion that the appropriate portion of such original issue discount allocable to the original and each subsequent holder will, upon sale, exchange, redemption, or payment at maturity, be treated as interest and excluded from gross income for federal income tax purposes to the same extent as the stated interest on the Bonds. The Code sets forth certain requirements which must be met subsequent to the issuance and delivery of the Bonds for interest thereon to remain excludable from the gross income of the owners of the Bonds for federal income tax purposes. The School District has covenanted in the Resolution to comply with such requirements. Noncompliance with such requirements may cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds for federal income tax purposes, retroactive to the date of issue of the Bonds. The opinion of Bond Counsel assumes compliance with such covenants, and 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) after the date of issuance of the Bonds may affect the tax status of interest on the Bonds. Bond Counsel is of the opinion that, under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax. Pursuant to the provisions of Act 68 of 1993 of the Commonwealth of Pennsylvania (“Act 68”), profits, gain or income from the sale of the Bonds shall be subject to Pennsylvania personal income tax and Pennsylvania corporate net income tax. Bond Counsel expresses no opinion as to the treatment of original issue premium or original issue discount in the computation of profits, gain or income from the sale of the Bonds pursuant to Act 68. The School District has designated the Bonds and/or the Bonds will be deemed designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3)(B) of the Code and has made certain representations and covenants in the Resolution with the registered owners of the Bonds necessary to cause the Bonds to continue to be obligations described in such section during the period in which the Bonds are outstanding. In the opinion of Bond Counsel, assuming the accuracy of such representations and compliance with such covenants, banks, thrift institutions and other financial institutions which purchase the Bonds, may take into account as a deductible expense in calculating their federal income tax liability, 80 percent of their interest expense allocable to ownership of the Bonds.

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There can be no assurance that currently existing or future legislative proposals by the United States Congress limiting or further qualifying the excludability of interest on tax-exempt bonds from gross income for federal tax purposes, or changes in federal tax policy generally, will not adversely affect the market for the Bonds. PROSPECTIVE PURCHASERS OF THE BONDS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF OWNERSHIP OF THE BONDS AND ANY CHANGES IN THE STATUS OF PENDING OR PROPOSED TAX LEGISLATION.

MISCELLANEOUS 2005 Qualified Interest Rate Management Agreement The School District entered into a qualified interest rate management agreement, evidenced by a confirmation dated March 16, 2005 (the “Fixed Pay Swap”) with Royal Bank of Canada (the “Counterparty”) with respect to a portion of the General Obligation Bonds (Weekly Rate Mode), Series of 2009 (the “Swapped Bonds”), which Fixed Pay Swap became effective May 15, 2009, and will terminate on November 1, 2029 (the final maturity of the Bonds), unless terminated sooner in accordance with its terms. The original notional amount of the Fixed Pay Swap was $40,845,000 (the notional amount will reduce over time on dates and in amounts corresponding with the scheduled reduction of the outstanding principal amount of the Swapped Bonds), and pursuant to the terms of the Fixed Pay Swap, the School District will pay interest at a fixed rate of 4.430% on the notional amount, in exchange for the Counterparty’s agreement to pay interest at a floating rate equal to 67% of the one-month USD LIBOR rate (London Interbank Reoffering Rate, United States Dollars) on the same notional amount, with payments due semiannually on May 1 and November 1, from whichever party owes a payment on a net basis. The Fixed Pay Swap will be subject to early termination at such time as there are no longer any Swapped Bonds outstanding. The School District has pledged its full faith, credit and taxing power for the budgeting, appropriation and payments due under the Fixed Pay Swap from the School District. The Fixed Pay Swap was authorized by a resolution of the Board of School Directors of the School District adopted on March 15, 2005 in accordance with the provisions of the Act, including specifically the amendments to the Act made by Pennsylvania Act No. 2003-23. In accordance with the provisions of the Act and the terms of the Fixed Pay Swap, the Fixed Pay Swap may be terminated at the option of the School District at anytime without cause, but may not be terminated at the option of the Counterparty without cause, and the periodic scheduled payments due under the Fixed Pay Swap and debt service on the Bonds shall be senior in right and priority to any termination payments due under the Fixed Pay Swap. Prior to authorizing and entering into the Fixed Pay Swap, the School District retained an independent financial advisor in regard to the Fixed Pay Swap, as required by the Act, which prepared or reviewed an interest rate management plan for the School District explaining the terms, mechanics and risks of the Fixed Pay Swap. There are risks embedded in the Fixed Pay Swap including, but not limited to, basis risk, counterparty risk, tax risk, termination risk and liquidity risk. If a significant negative outcome were to occur from any of these risks or others, it may have a material adverse effect on the School District. The Royal Bank of Canada is the parent company of RBC Capital Markets, LLC, the Underwriter. 2006 Qualified Interest Rate Management Agreement The School District entered into a qualified interest rate management agreement, evidenced by a confirmation dated July 12, 2006 (the “Constant Maturity Swap” or “CMS Swap”) with Royal Bank of Canada (the “CMS Swap Counterparty”) with respect to a portion of the Bonds (the “CMS Swapped Bonds”), which CMS Swap became effective May 15, 2009, and will terminate on November 1, 2029 (the final maturity of the Bonds), unless terminated sooner in accordance with its terms. The original notional amount of the CMS Swap was $40,320,000 (the notional amount will reduce over time on dates and in amounts corresponding with the scheduled reduction of the outstanding principal amount of the CMS Swapped Bonds), and pursuant to the terms of the CMS Swap the School District is obligated to pay the CMS Swap Counterparty interest calculated at a floating rate equal to 67% of the one-month USD-LIBOR rate (London Interbank Reoffering Rate, United States Dollars) on the notional amount and is entitled to receive from the CMS Swap Counterparty interest calculated at a floating rate equal to 60.07% of the 10-year USD-ISDA Swap Rate (International Swap Dealers Association Swap Rate) on the same notional amount, with all payments to be made semiannually on May 1 and November 1. In accordance with the Act and prior to entering into the CMS Swap, the School District adopted an interest rate management plan prepared or reviewed by an independent financial advisor that outlined projected cash flows based on historical data and the various risks associated with the CMS Swap.

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The CMS Swap was authorized by a resolution of the Board of School Directors of the School District adopted on July 10, 2006 in accordance with the provisions of the Act, including specifically the amendments to the Act made by Pennsylvania Act No. 2003-23. In accordance with the provisions of the Act and the terms of the CMS Swap, the CMS Swap may be terminated at the option of the School District at anytime without cause, but may not be terminated at the option of the CMS Swap Counterparty without cause, and the periodic scheduled payments due under the CMS Swap and debt service on the Bonds shall be senior in right and priority to any termination payments due under the CMS Swap. Prior to authorizing and entering into the CMS Swap, the School District retained an independent financial advisor in regard to the CMS Swap, as required by the Act, which prepared or reviewed an interest rate management plan for the School District explaining the terms, mechanics and risks of the CMS Swap. There are risks embedded in the CMS Swap including, but not limited to, basis risk, counterparty risk, tax risk, termination risk and liquidity risk. If a significant negative outcome were to occur from any of these risks or others, it may have a material adverse effect on the School District. Litigation Statement Except as otherwise set forth below, there is no litigation of any nature pending against the School District as of the date of this Official Statement to restrain or enjoin the issuance, sale, execution or delivery of the Bonds or in any way contesting or affecting the validity of the Bonds or the security therefor, or any proceedings of the School District taken with respect to the issuance or sale thereof. At the time of delivery of the Bonds, the School District will furnish a certificate to the effect that no such litigation is then pending. Legal Matters Certain legal matters relating to the authorization and issuance of the Bonds will be subject to the approving opinion of Dilworth Paxson LLP, Philadelphia, Pennsylvania, Bond Counsel. Certain legal matters shall be passed upon for the School District by John F.X. Reilly, Esquire, Media, Pennsylvania, as Solicitor to the School District.

Continuing Disclosure In accordance with the requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission, the School District will agree to file: (i) with the Municipal Securities Rulemaking Board (MSRB) through its Electronic Municipal Market Access (EMMA) system and the state information depository, if any, of the Commonwealth of Pennsylvania (“SID”), recognized by the SEC pursuant to the Rule, within 210 days after the end of each fiscal year, a copy of its audited financial statements, prepared in accordance with the guidelines adopted by the Government Accounting Standards Board and the American Institute of Certified Public Accountants’ Audit Guide, Audits of State and Local Government, and an annual updating of the information herein under Appendix A under “Trends in Assessed Valuation,” “Realty Tax Collection,” and “Tax Structure.” (ii) In a timely manner not in excess of ten (10) business days after the occurrence of the event, notice of the occurrence of any of the following events with respect to the Bonds: (a) principal and interest payment delinquencies; (b) non-payment related defaults, if material; (c) unscheduled draws on debt service reserves reflecting financial difficulties; (d) unscheduled draws on credit enhancements reflecting financial difficulties; (e) substitution of credit or liquidity providers, or their failure to perform; (f) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other material events affecting the tax- exempt status of the Bonds; (g) modifications to rights of holders of the Bonds, if material; (h) bond calls, if material, and tender offers; (i) defeasances; (j) release, substitution, or sale of property securing repayment of the Bonds, if material; (k) rating changes; (l) bankruptcy, insolvency, receivership or similar event of the School District; (m) the consummation of a merger, consolidation, or acquisition involving the School District or the sale of all or substantially all of the assets of the School District, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (n) appointment of a successor or additional trustee or the change of name of a trustee, if material. (iii) in a timely manner with the Paying Agent, the MSRB through its EMMA system, and to the SID, notice of a failure by the School District to provide a required annual financial information within the time limit specified above.

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The School District may modify from time to time the specific types of information provided or the format of the presentation of such information, to the extent necessary as a result of a change in legal requirements or change in the nature of the School District; provided any such modification will be done in a manner consistent with the Rule and will not, in the opinion of the School District (which may rely on an opinion of counsel) substantially impair the interest of the holders of the Bonds. The School District acknowledges that its undertaking pursuant to the Rule described under this heading is intended to be for the benefit for the holders of the Bonds. Breach of the undertaking will not be a default under the Resolution but the undertaking may be enforced by any bondholder exclusively by mandamus action. The School District has complied with all prior written undertakings under the Rule to provide timely ongoing disclosure of annual financial information and notice of material events affecting its securities. Rating Standard and Poor’s Corporation (“S&P”) has assigned their municipal bond rating of “AA-” (stable outlook) to the Bonds. Any explanation of the significance of such rating may only be obtained from the rating agency. The School District furnished to such rating agency certain information and material respecting the Bonds and itself. Generally, rating agencies base their rating on such information, material, investigations, studies and assumptions by the rating agency. There is no assurance that such a rating will remain for any given period of time or that it may not be lowered or withdrawn entirely by the rating agency that such rating will not be revised downward or withdrawn entirely by the rating agency, if in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds. Underwriting The underwriter of the Bonds is RBC Capital Markets, LLC (the “Underwriter”). The Underwriter has agreed, subject to certain conditions, to purchase the Bonds at a purchase price of $______(which consists of the aggregate principal amount of $______less an Underwriter’s Discount of $______and plus a net original issue [discount/premium] of $______). The Bond Purchase Agreement for the Bonds provides that the Underwriter will purchase all the Bonds, if any are purchased, in accordance with the terms of the Bond Purchase Agreement. The initial public offering price, set forth on the inside cover page of this Official Statement, may be changed by the Underwriter from time to time without any requirement of prior notice. The Underwriter reserves the right to join with other dealers in offering the Bonds to the public, and said Bonds offered to other dealers may be at prices lower than those offered to the public. Other The information set forth herein has been obtained from the School District and other sources which are believed to be reliable. So far as any statement herein includes matters of opinion, or estimates of future expenses and income, whether or not expressly so stated, such statements are intended merely as such and not as representations of fact. The information contained herein should not be construed as representing all conditions affecting the School District or the Bonds. Additional information may be obtained directly from the School District. The information assembled herein is not to be construed as a contract with holders of the Bonds.

RIDLEY SCHOOL DISTRICT Delaware County, Pennsylvania

By: President, Board of School Directors

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APPENDIX A

School District Finances

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FINANCIAL REVIEW

The following Exhibit on page A-3 is a summary only and is not intended to be a complete report. For more complete information, the individual financial statements and the 2011-12 and 2012-13 Budgets of the Ridley School District, Delaware County, Pennsylvania (the “School District”) should be reviewed at the Business Office, Ridley School District, Folsom, Pennsylvania. Audited Financial Statements The exhibit on page A-3 is a summary of the School District's General Fund Financial Condition for Fiscal Years ending June 30, 2008 through 2013. The figures have been arranged in a form believed to be convenient for the purposes of this Official Statement. Accounting Method The School District keeps its books and prepares its financial reports according to a modified accrual basis. Major accrual items are payroll taxes and pension fund contributions payable, loans receivable from other funds, and revenues receivable from other governmental units. Its financial statements are audited annually by a firm of independent certified public accountants, as required by State law. Leitzell & Economidis P.C., Media, Pennsylvania currently serves as the School District's auditor. Budgeting Process in School Districts under the Taxpayer Relief Act In General. School districts budget and expend funds according to procedures mandated by the Pennsylvania Department of Education. An annual operating budget is prepared by school district administrative officials on a uniform form furnished by such Department and submitted to the board of school directors for approval prior to the beginning of the fiscal year on July 1. Procedures for Adoption of the Annual Budget. Under the Taxpayer Relief Act, all school districts of the first class A, second class, third class and fourth class (except as described below) must adopt a preliminary budget proposal (which must include estimated revenues and expenditures and proposed tax rates) no later than 90 days prior to the date of the primary election immediately preceding the fiscal year. The preliminary budget proposal must be printed and made available for public inspection at least 20 days prior to its adoption; the board of school directors may hold a public hearing on the budget; and the board must give at least 10 days’ public notice of its intent to adopt the final budget. If the adopted preliminary budget includes an increase in the rate of any tax levy, the preliminary budget must be submitted to the Pennsylvania Department of Education (PDE) no later than 85 days prior to the date of the primary election immediately preceding the fiscal year. PDE is to compare the proposed percentage increase in the rate of any tax with the school district’s Index (see “The Taxpayer Relief Act” herein) and within 10 days, but not later than 75 days prior to the upcoming primary election, inform the school district whether the proposed percentage increase is less than or equal to the Index. If PDE determines that a proposed tax increase will exceed the Index, the school district must either reduce the proposed tax increase, seek voter approval for the tax increase at the upcoming primary election, or seek approval to utilize one of the referendum exceptions authorized under The Taxpayer Relief Act. With respect to the utilization of any of the Taxpayer Relief Act referendum exceptions for which PDE approval is required (see “The Taxpayer Relief Act” herein), the school district must publish notice of its intent to seek PDE approval not less than one week before submitting its request for approval to PDE and, if PDE determines to schedule a public hearing on the request, a notice of the date, time and place of such hearing. PDE is required by the Taxpayer Relief Act to rule on the school district’s request and inform the school district of its decision no later than 55 days prior to the upcoming election so that, if PDE denies the school district’s request, the school district may submit a referendum question to the local election officials at least 50 days before the upcoming primary election, if it so chooses.

If a school district seeks voter approval to increase taxes at a rate higher than the applicable Index, whether or not it first seeks approval to utilize one of the referendum exceptions available under the Taxpayer Relief Act, and the referendum question is not approved by a majority of the voters voting on the question, the board of school directors may not approve an increase in the tax rate greater than the applicable Index. Simplified Procedures in Certain Cases. The above budgetary procedures will not apply to a school district if the board of school directors adopts a resolution no later than 110 days prior to the election immediately preceding the upcoming fiscal year declaring that it will not increase any tax at a rate that exceeds the Index and that a tax increase at or below the rate of the Index will be sufficient to balance its budget. In that case, the Taxpayer Relief Act requires only that the proposed

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annual budget be prepared at least 30 days, and made available for public inspection at least 20 days, prior to its adoption, and that at least ten (10) days’ public notice be given of the board’s intent to adopt the annual budget. No referendum exceptions are available to a school district adopting such a resolution.

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RIDLEY SCHOOL DISTRICT Summary of Revenues and Expenditures General Fund

Fiscal Year Ending June 30, Audited Audited Audited Audited Audited Budgeted 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 Revenues & Other Financing Sources

Revenues Local Sources...... $ 57,707,435 $ 58,066,020 $ 60,012,125 $ 64,585,360 $ 65,831,209 $ 67,779,869 State Sources ...... 18,889,475 21,539,833 20,369,545 19,504,869 20,943,988 21,955,206 Federal Sources ...... 1,458,947 1,256,615 3,985,393 3,869,930 1,213,554 1,023,657 Total Revenues 78,055,857 80,862,468 84,367,063 87,960,159 87,988,751 90,758,732 Other Financing Sources Sale of Fixed Assets ...... 0 0 0 0 0 0 Tax Anticipation Note...... 0 0 0 0 0 0 Bond Issuance Proceeds ...... 0 0 0 2,758,000 0 0 Extraordinary Item – Loss Recovery...... 474,680 0 0 0 0 0 Other ...... 0 0 0 0 390,000 1,455,000 Operating Transfers In...... 0 0 0 407 0 0 Total Other Financing Sources ...... 474,680 0 0 2,758,407 390,000 1,455,000 Total Revenues & Other Financing Sources ...... 78,530,537 80,862,468 84,367,063 90,718,566 88,378,751 92,213,732

Expenditures & Other Financing Uses Expenditures Instruction ...... 50,181,971 52,516,529 54,800,903 55,282,176 56,342,554 59,144,420 Support Services ...... 18,786,287 19,511,153 20,959,828 21,524,298 22,409,750 24,494,901 Non-Instructional Services ...... 1,301,917 1,265,129 1,188,953 1,161,786 1,076,416 1,084,928 Capital Outlay ...... 37,153 96,973 7,352 53,512 0 0 Debt Service ...... 6,665,027 5,472,307 5,847,212 6,051,798 5,860,240 7,354,483 Total Expenditures ...... 76,972,355 78,862,091 82,804,248 84,073,570 85,688,960 92,078,732 Other Financing Uses Tax Anticipation Note Repayment ...... 0 0 0 0 0 0 Bond Refunding ...... 0 0 0 2,702,000 0 0 Operating Transfers Out...... 28,382 1,040,894 82,175 2,536,810 342,042 10,000 Budgetary Reserve (1) ...... 0 0 0 0 0 125,000 Appropriation of Prior Year Encumbrances(1) .... 0 0 0 0 0 0 Total Other Financing Uses...... 28,382 1,040,894 82,175 5,238,810 342,042 135,000 Total Expenditures & Other Financing Uses ..... 77,000,737 79,902,985 82,886,423 89,312,380 86,031,002 92,213,732

Excess Of Revenue & Other Financing 1,529,800 959,483 1,480,640 1,406,186 2,347,749 0 Sources Over (Under) Expenditures & Other Financing Uses......

BEGINNING FUND BALANCE ...... 5,853,521 7,383,321 8,342,804 9,823,444 11,229,630 10,479,630(2) Prior Period Adjustment ...... 0 0 0 0 0 0 RESTATED FUND BALANCE 5,853,521 7,383,321 8,342,804 9,823,444 11,229,630 10,479,630

ENDING FUND BALANCE ...... $ 7,383,321 $ 8,342,804 $ 9,823,444 $ 11,229,630 $ 13,577,379 $ 10,479,630(2)

______Source: School District 2007-08 through 2011-12 Annual Audited Financial Reports; and 2012-13 Budget. (1) Budget only. (2) As stated in budget.

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Commonwealth Aid To School Districts School districts in the Commonwealth of Pennsylvania (the “Commonwealth”) receive, annually, financial assistance from the Pennsylvania Department of Education. The amount of such assistance is based upon (i) the market value of real estate per weighted average daily membership, (ii) income per weighted average daily membership and (iii) the school district's tax effort, all as compared with such figures on a state-wide basis. The basic instructional subsidy received by a School District is calculated by multiplying the number of students in weighted average daily membership by the District's Market Value/Personal Income Aid Ratio and by the factor for educational expense. Rental and sinking fund reimbursement from the Commonwealth for school projects is determined by the "Reimbursable Percentage" assigned to the school building project and by the school district's "Market Value Aid Ratio" (“MVAR”) or "Capital Account Reimbursement Factor" ("CARF") whichever is higher. The School District's 2012-13 MVAR of .5568 is currently higher than its CARF of .2055. Most school building projects in Pennsylvania are eligible for state reimbursement. Certain school building projects, such as school administration buildings and vehicle maintenance buildings, are ineligible for reimbursement. A reimbursable percentage, based upon the rated pupil capacity of the new or renovated structure and certain other costs, is assigned by PDE to the building project. This reimbursement percentage multiplied by the School District’s appropriate Aid Ratio determines the Commonwealth's share of the annual lease rental or debt service for that school year. In Act 82 of 2012, the Pennsylvania General Assembly enacted a moratorium, beginning October 1, 2012 and continuing through the2012-2013 fiscal year, on new, state-reimbursable school building projects. Pension Program Beginning July 1, 1976, certain revisions were made in the pension program. The Retirement Board, previously under the Department of Education of the Commonwealth, became an independent agency. However, the program is still guaranteed by the Commonwealth. Currently, each party to the program contributes a fixed percentage of the employee's salary. Employees belonging to the Public School Employees Retirement System (“PSERS”) prior to July 22, 1983 contribute 5.25% of their salary, and employees who joined the PSERS on or after July 22, 1983 contribute 6.25% of their salary. Act 9 of 2002 created a new membership class that sets the employee contribution rate at 7.50% of the employee’s salary for those employees hired on or after July 1, 2001. Act 9 also provides an option for those employees hired prior to July 1, 2001 to elect a contribution rate of 6.50%, if they were hired before July 22, 1983, or 7.50% if they were hired on or after July 22, 1983. Act 120 of 2010 was passed by the General Assembly on November 15 and signed by Governor Rendell on November 23, 2010. The benefit reductions contained in this legislation will only impact individuals who become new members of PSERS on or after July 1, 2011. New members will have the option of selecting one of 2 new classes. The members selecting class T-E, will contribute a base rate of 7.5% with “shared risk” contribution levels between 7.5% and 9.5% and a pension multiplier of 2.0%. Members selecting class T-F will contribute a base rate of 10.3% with shared risk contribution levels between 10.3% and 12.3% and a pension multiplier or 2.5%. The PSERS Board certified the employer rate, to be paid by the School District, of 8.22% for the 2010-11 fiscal year (In accordance with Senate Bill 1042 enacted on July 6, 2010, this rate was recertified at 5.64% for 2010-11 fiscal year). The PSERS Board certified the employer rate, to be paid by the School District, of 8.65% for the 2011-12 fiscal year. The PSERS Board certified the new employer rate, to be paid by the School District, of 12.36% for the 2012-13 fiscal year. According to Act 120 of 2010 the employer contribution rate is suppressed for future years by using rate caps to keep the rate from rising too high, too fast. The rate caps limit the amount the pension component of the employer contribution rate can increase over the prior year’s rate as follows: FY 2011- 12 – not more than 3.0% plus the premium assistance contribution rate; FY 2012-13 – not more than 3.5% plus the premium assistance contribution rates; and FY 2013-14 – not more than 4.5% plus the premium assistance contribution rate and thereafter at not more than 4.5%. Both the School District and the Commonwealth are responsible for paying a portion of the employer’s share. School entities are responsible for paying 100% of the employer share of contributions to PSERS. The School District contributions are made on a quarterly basis and employee contributions are deducted semi-monthly for each paycheck and remitted quarterly. PSERS is the 17th largest state-sponsored defined benefit pension fund in the nation. PSERS is primarily responsible for administering a defined benefit pension plan for public school employees in the Commonwealth of Pennsylvania. In the fall of 2012, the PSERS completed its process of publishing financial statements for the year ended June 30, 2012, in compliance with reporting standards established by the Government Accounting Standards Board’s Statement No. 25 and Statement No. 26. PSERS’ total plan net assets decreased by $2.6 billion from $51.4 billion at June 30, 2011 to $48.8 billion at June 30, 2012. This decrease was due in large part to deductions for benefits and administrative expenses exceeding net investment income plus member and employer contributions. The change in total plan net assets from June 30, 2010 to June 30, 2011 was an increase of $5.6 billion from $45.8 billion at June 30, 2010 to $51.4 billion at June 30, 2011. This increase was due in large part to net investment income plus member and employer contributions

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exceeding the deductions for benefits and administrative services The Fund’s complete report is available on the PSERS website on the Internet: www.psers.state.pa.us.

Recent School District payments, after Commonwealth reimbursement, have been as follows: School District Fiscal Year Contribution 2004-05 $ 748,739 2005-06 994,174 2006-07 1,618,684 2007-08 1,193,770 2008-09 1,119,568 2009-10 1,013,937 2010-11 1,185,914 2011-12 2,057,448 2012-13 (Budgeted) 2,954,360

The School District is current in all payments and plans on funding the future increases in payments from tax revenues.

Other Post-Employment Benefits The School District provides certain health care and life insurance benefits for its retirees (commonly referred to as “other post-employment benefits” or “OPEB”). The School District annually appropriates funds to meet its obligation to pay such benefits on a “pay-as-you-go” basis, and has not established any fund or irrevocable trust for the accumulation of assets with which to pay such benefits in future years. In the fiscal years ended June 30, 2007, 2008, 2009, 2010, 2011 and 2012 the School District’s OPEB cost was approximately $423,000, $420,000, $563,355, $600,976, $703,630 and $628,483, respectively and the 2013 budget estimates its OPEB costs of $710,000. School District Employee Relations The School District employs 686 full-time and 168 part-time employees, including 442 professionals, fully certified in their area of responsibility, and 412 support personnel. The teaching staff consists of 422 professionals. Teachers in the School District are members of the Ridley Education Association (“REA”). The REA is the representative bargaining unit under the Pennsylvania Public Employee Relations Act (Act 195 of 1970). Classified support personnel (clerical, custodial, food service, maintenance, paraprofessional, and transportation) and administrators (principals and central office staff) of the School District are not members of a bargaining unit. Rather, the terms of their employment are defined in agreements reached through a “Meet and Discuss” process required by Pennsylvania’s Act 93 of 1984. The REA contract expires on June 30, 2014. Professional employees have a right to strike under Act No. 195, as limited by Act 88 of 1992, if bargaining and mediation do not result in agreement on a new contract. All agreements for classified support personnel expire on June 30, 2014. The Act 93 agreement for administrators expires June 30, 2016.

SCHOOL DISTRICT FINANCIAL HISTORY The School District and its predecessors have never defaulted on the payment of lease rentals or debt service. The status of the School District's present indebtedness is shown in the table entitled “Outstanding School District Financings,” on A-14.

FUTURE FINANCING The School District currently has no plans for any capital project financing within the next two years.

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DEBT STATEMENT AND BORROWING CAPACITY (Under The Local Government Unit Debt Act (the “Act))

The borrowing capacity of the School District is calculated in accordance with provisions of the Act, which describes the applicable debt limits for local government units, including school districts and municipalities. Under the Act, the School District may incur electoral debt, which is debt that is approved by a majority of the School District's voters at either a general or special election, in an unlimited amount. Net nonelectoral debt, or debt not approved by the School District's electorate, net of state aid, may not exceed 225% of the School District's "Borrowing Base". The Borrowing Base is calculated as the annual arithmetic average of Total Revenues (as defined in the Act), for the three full fiscal years next preceding the date of incurring debt. Combined net nonelectoral debt and net lease rental debt (debt represented by capital leases and other forms of agreement net of state aid), incurred on behalf of the School District may not exceed 225% of the School District's Borrowing Base. The Borrowing Base and borrowing capacity of the School District are as follows:

Calculation of Borrowing Base Audited Audited Audited 2009-10 2010-11 2011-12 Total Governmental Revenues...... $ 84,367,063 $ 87,960,159 $ 87,988,751 Less: Required Deductions (a) Rental and Sinking Fund Reimbursement ...... $ 500,003 $ 265,670 $ 306,947 (b) Revenues for Self-Liquidating Debt...... 0 0 0 (c) Interest Earned on Sinking Funds...... 0 0 0 (d) Grant and Gifts for Capital Projects ...... 0 0 0 (e) Sale of Equipment and Non-Recurring Items ..... 0 0 0 Total Deductions...... $ 500,003 $ 265,670 $ 306,947 Total Revenues ...... $ 83,867,060 $ 87,694,489 $ 87,681,804 Total Net Revenues for Three Years ...... $ 259,243,353 Borrowing Base – Average Net Revenues for Three-Year Period ...... $ 86,414,451

Calculation of Borrowing Capacity

A. Electoral Debt...... $ 0

B. Non-Electoral Debt

Computation of Net Non-Electoral Debt (a) Outstanding Principal (1)...... $ 61,850,000* (b) Less: Subsidized Debt...... 0 (c) Net Non-Electoral ...... $ 61,850,000*

C. Lease Rental Debt ...... $ 0

Computation of Borrowing Capacity (a) Debt Limitation – 225% of Borrowing Base ...... $ 194,432,515 (b) Less: Net Non-Electoral and Lease Rental Debt (1) ...... (61,850,000) (c) Current Non-Electoral and Lease Rental Borrowing Capacity ...... $ 132,582,515 ______(1) Includes the Bonds, but not the Refunded Bonds. *Preliminary, subject to change.

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TAXING POWERS OF THE SCHOOL DISTRICT Subject to certain limitations imposed by the Taxpayer Relief Act, Act No. 1 of the Special Session of 2006, as amended (see below), the School District is a school district of the second class and is empowered by the Public School Code to levy the following taxes: An annual tax on assessed valuation of real estate, for general purposes, not exceeding 25 mills, and an annual per capita tax on each resident over 18 years of age, not exceeding $5.00; In addition, the boards of directors of school districts of such class are authorized and directed to levy an additional unlimited annual tax on assessed valuation of taxable real estate: 1. To pay up to and including the salaries and increments of the teaching and supervisory staff; 2. To pay rentals due any municipality authority, nonprofit corporation or the State Public School Building Authority; 3. To pay interest and principal on any indebtedness incurred under the Debt Act or any prior or subsequent act governing the incurrence of indebtedness of the School District; and 4. Additional taxes subject to division with other political subdivisions authorized to levy similar taxes on the same person, subject, business, transaction or privilege, under Act No. 511, enacted December 31, 1965, as amended (“The Local Tax Enabling Act”). These taxes, which may include, among others, an additional per capita tax, a wage and other earned income tax, a real estate transfer tax, a gross receipts tax, a local services tax and an occupation tax, shall not exceed, in the aggregate, an amount equal to the product of the market valuation of real estate in the School District (as certified by the State Tax Equalization Board of the Commonwealth – “STEB”) multiplied by twelve mills. All local taxing authorities are required by the Local Tax Enabling Act to exempt disabled veterans and members of the armed forces reserve who are called to active duty at any time during the tax year from any local services tax and to exempt from any local services tax levied at a rate in excess of $10 those persons whose total income and net profits from all sources within the political subdivision is less than $12,000 for the tax year. The Local Tax Enabling Act also authorizes, but does not require, taxing authorities to exempt from per capita, occupation, and earned income taxes and any local services tax levied at a rate of $10 or less per year, any person whose total income from all sources is less than $12,000 per year. The Taxpayer Relief Act (“Taxpayer Relief Act”) Under Pennsylvania Act No. 1 of the Special Session of 2006, as amended by Act 25 of 2011 (“The Taxpayer Tax Relief Act” or “Act 1”), a school district may not, in fiscal year 2007-2008 or in any subsequent fiscal year, levy any tax for the support of the public schools which was not levied in the 2006-2007 fiscal year, raise the rate of any earned income and net profits tax if already imposed under the authority of the Local Tax Enabling Act (Act 511), or increase the rate of any tax for school purposes by more than the Index (defined below), unless in each case either (a) such increase is approved by the voters in the school district at a public referendum or (b) one of the exceptions summarized below is applicable and the use of such exception is approved by the Pennsylvania Department of Education (“PDE”): 1. to pay interest and principal on indebtedness incurred (i) prior to September 4, 2004, in the case of a school district which had elected to become subject to the provisions of the prior Homeowner Tax Relief Act, Act 72 of 2004, or (ii) prior to June 27, 2006, in the case of a school district which had not elected to become subject to Act 72 of 2004; to pay interest and principal on any indebtedness approved by the voters at referendum (electoral debt); and to pay interest and principal on debt refunding or refinancing debt for which one of the above exceptions is permitted, as long as the refunding or refinancing incurs no additional debt other than for costs and expenses related to the refunding or refinancing and the funding of appropriate debt service reserves; 2. to pay costs incurred in providing special education programs and services to students with disabilities, under specified circumstances; and 3. to make payments into the State Public School Employees’ Retirement System when the increase in the estimated payments between the current year and the upcoming year is greater than the Index, as determined by PDE in accordance with the provisions of Act 1.

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Any revenue derived from an increase in the rate of any tax allowed under the exception numbered 1 above may not exceed the anticipated dollar amount of the expenditure, and any revenue derived from an increase in the rate of any tax allowed pursuant to any other exception enumerated above may not exceed the rate increase required, as determined by PDE. If a school district’s request to increase taxes by more than the Index pursuant to one or more of the allowable exceptions is not approved, the school district may submit the proposed tax increase to a referendum. The Index (to be determined and reported by PDE by September of each year for application to the following fiscal year) is the average of the percentage increase in the statewide average weekly wage, as determined by the State Department of Labor and Industry for the preceding calendar year, and the employment cost index for elementary and secondary schools, as reported by the federal Bureau of Labor Statistics for the preceding 12-month period beginning July 1 and ending June 30. If and when a school district has a Market Value/Income Aid Ratio greater than 0.40 for the prior school year, however, the Index is adjusted upward by multiplying the unadjusted Index by the sum of 0.75 and such Aid Ratio. The Index applicable to the School District in the 2008-09 fiscal year was 5.7%. The Index applicable to the School District in the 2009-10 fiscal year was 5.3%. The Index applicable to the School District in the 2010-11 fiscal year was 3.8%. The Index applicable to the School District in the 2011-12 fiscal year was 1.8% The Index applicable to the School District in the 2012-13 fiscal year is 2.2% The board of school directors of a school district was required to submit a referendum question to the voters at the primary elections of 2007 seeking voter approval allowing the school district to levy, assess and collect an earned income and net profits tax (“EIT”) or a personal income tax (“PIT”) for the purpose of annually funding homestead and farmstead exclusions from real property taxes. The proposed rate of such EIT or PIT may not exceed the rate required to provide the maximum exclusion for homestead and farmstead property allowable under Pennsylvania law, nor may it be less than the rate required to provide 50% of the maximum allowable exclusion. Nevertheless, no school district is required to propose an EIT that is greater than 1% or a PIT equivalent to an EIT of 1%. The electors of the School District did not approve the referendum question.

A board of school directors may submit, but is not required to submit, a further referendum question to the voters at the municipal election in 2009 or any later year seeking approval to levy or increase the rate of an EIT or a PIT for the purpose of further funding homestead and farmstead exclusions, but the proposed rate of the EIT or PIT shall not exceed the rate which, when combined with any tax rate authorized at the 2007 primary election, is required to provide the maximum homestead and farmstead exclusions allowable under law. The fiscal year for Pennsylvania school districts begins July 1st and the fiscal year budgets must be adopted by school boards no later than June 30th. The foregoing summary of Act 1 is not intended to be an exhaustive discussion of the provisions of Act 1 nor a legal interpretation of any provision of Act 1, and a prospective purchaser of the Bonds should review the full text of Act 1 as a part of any decision to purchase the Bonds. The 2013 Bonds Under Taxpayer Relief Act As noted above, one of the exceptions to the tax limitation and referendum requirement is for debt incurred prior to the effective date of Act 1, or in the case of districts which opted into Act 72 of 2004, the effective date of that Act, on bonds refunding debt so incurred. The School District did not opt into Act 72, so the operative date for the “grandfathering” of its debt is June 27, 2006. The Bonds are being issued to refund the 2008 Bonds, which are dated April 1, 2008. This debt is grandfathered, as the 2008 Bonds refunded the School District’s General Obligation Bonds, Series of 2003, dated January 1, 2003 (the “2003 Bonds”). The School District does not anticipate that additional millage will have to be levied to pay the principal of and interest on the Series 2013 Bonds; however, such additional millage, if levied, would be eligible for an exception under Act 1 for the refunding of indebtedness incurred prior to the effective date of Act 1, such as the 2008 Bonds with regard to the refunding of the 2003 Bonds. Results of Act 1 Referendums Election results show that only 8 out of 498 school districts in Pennsylvania approved the Act 1 referendum question to increase EIT or PIT in order to decrease real estate taxes. The electors in the School District did not approve the referendum question which read as follows:

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“Do you favor imposing a 1.0% earned income tax? The revenue generated from the tax will be used to reduce taxes on qualified owner-occupied residential properties and on qualified farm buildings by about $265 in the first year, rising to about $400 in subsequent years. (The current earned income tax rate is 0.0%).” The provisions of Act 1 limiting tax increases to the Index unless an exception applies, remains in effect and was not part of the referendum question. Act 130 of 2008 Act 130 of 2008 of the Commonwealth amended the Local Tax Enabling Act so as to authorize school districts levying an occupation tax to replace that occupation tax with an increased earned income tax or, if the school district has implemented a personal income tax in accordance with the Taxpayer Relief Act, an increased personal income tax, in a revenue neutral manner. To so replace an occupation tax, the board of school directors must first hold at least one public hearing on the matter and then place a binding referendum question on the ballot at a general or municipal election for approval by the voters. The School District does not levy an occupation tax.

Act 48 of 2003 Pennsylvania Act No. 2003-48 (enacted December 23, 2003) prohibits a school district from increasing real property taxes for the school year 2005-2006 or any subsequent school year, unless the school district has adopted a budget for such school year that includes an estimated ending unreserved undesignated fund balance which is not more than a specified percentage of the total budgeted expenditures, as set forth below:

Estimated Ending Unreserved Undesignated Fund Balance as a Percentage of Total Budgeted Total Budgeted Expenditures Expenditures Less than or equal to $11,999,999 12.0% Between $12,000,000 and $12,999,999 11.5% Between $13,000,000 and $13,999,999 11.0% Between $14,000,000 and $14,999,999 10.5% Between $15,000,000 and $15,999,999 10.0% Between $16,000,000 and $16,999,999 9.5% Between $17,000,000 and $17,999,999 9.0% Between $18,000,000 and $18,999,999 8.5% Greater than or equal to $19,000,000 8.0%

“Estimated ending unreserved fund balance” is defined in Act 2003-48 as that portion of the fund balance which is appropriable for expenditure or not legally or otherwise segregated for a specific or tentative future use, projected for the close of the school year for which a school district’s budget was adopted and held in the general fund accounts of the school district.

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TAX REVENUES OF THE SCHOOL DISTRICT Taxpayers

The ten largest real estate taxpayers in the School District and the 2012 assessed valuation of their real estate are as follows:

Assessed Taxpayer Business Valuation PECO Utility $ 52,500,000 Boeing Company Aircraft 42,873,500 Baldwin Office Associates LP Rental Property 11,209,600 Home Properties of NY Real Estate Management 9,400,000 Liberty Electric Utility 9,142,500 Wal-Mart Real Estate Retail Stores 9,062,500 Boeing Company Aircraft 8,856,890 JW Harper Sr. & Associates Real Estate Management 8,721,120 Baldwin Ridley Associates Real Estate Management 7,837,530 Harper John Sr & Family Real Estate Management 7,712,350 $ 167,315,990 Percentage of Total School District 2012-13 Budget Taxable Assessed Valuation ($1,804,779,020)...... 9.3% ______Source: School District Officials.

Trends in Assessed Valuation

The trend in assessed valuation of real estate in the School District for the last five fiscal years is shown below:

School Year Assessed Valuation Market Value Common Level Ratio 2006-07...... $ 1,813,009,124 $ 2,500,702,240 72.5% 2007-08...... 1,814,978,995 2,805,222,558 64.7 2008-09...... 1,823,454,249 2,984,376,839 61.1 2009-10...... 1,813,760,184 3,111,080,932 58.3 2010-11...... 1,813,973,519 2,959,173,767 61.3 2011-12...... 1,810,352,445 2,819,863,622 64.2 ______Source: Pennsylvania State Tax Equalization Board (STEB), Assessed Valuations 2006-2011. Market Values based upon the Common Level Ratio as reported by STEB.

Property Assessment by Municipality 2011-12 2011-12 2010-11 2010-11 Assessed Valuation Market Value Assessed Valuation Market Value School District $1,810,352,445 $2,819,863,622 $1,813,973,519 $2,959,173,767 Eddystone Borough 189,453,443 295,098,821 189,102,068 308,486,245 Ridley Park Borough 303,409,038 472,599,748 303,308,586 494,793,778 Ridley Township 1,317,489,964 2,052,165,053 1,321,562,865 2,155,893,744 ______Source: STEB. Market Values based upon Common Level Ratio for Delaware County.

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Realty Tax Collection

The School District's realty tax collection record for several previous fiscal years is shown below:

Current Percent of Prior Years Total Percent of School Year Gross Levy Collections Levy Collections (1) Collections Levy 2006-07 51,500,965 49,047,424 95.2 1,812,127 50,859,551 98.8 2007-08 54,563,713 52,098,238 95.5 1,652,987 53,751,225 98.5 2008-09 57,942,082 54,237,588 93.6 1,067,197 55,304,785 95.4 2009-10 60,294,318 55,506,176 92.1 2,263,391 57,769,567 95.8 2010-11 64,600,187 59,133,663 91.5 2,236,485 61,370,148 95.0 2011-12 66,625,610 61,234,433 91.9 2,297,134 63,531,567 95.4 ______(1) Includes all taxes collected for past fiscal years. Source: School District Officials.

Tax Structure 2012-13 Realty Tax Rates

Real Estate (Mills) School Municipal (1) County Total Eddystone Borough ...... 38.25 5.750 5.300 49.300 Ridley Park Borough ...... 38.25 7.450 5.300 51.000 Ridley Township ...... 38.25 8.016 5.300 51.566 ______Source: PA Department of Community and Economic Development (DCED); School District Officials. (1) Real estate millage rates as of January 1, 2012, which may also include millage rates toward, funding debt service, pensions, libraries, street lighting, fire equipment/firehouses and ambulance/rescue squads.

2012-13 Non-Property Tax Rates

Real Estate Local Services Transfer Earned Income Borough/Township Municipal School Municipal School Municipal School Eddystone Borough ...... $ 52.00 $ 0.00 ½ % ½ % 1 % -0-% Ridley Park Borough ...... 52.00 0.00 ½ ½ -0-% -0-% Ridley Township ...... 52.00 0.00 ½ ½ -0-% -0-%

Amusement Borough/Township Municipal School Eddystone Borough ...... -0-% 4.00% Ridley Park Borough...... -0-% 4.00 Ridley Township ...... 4.00% 4.00 ______Source: DCED; School District Officials.

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Outstanding School District Financing The outstanding debt of the School District as of January 1, 2013 is shown below:

Date of Original Final Principal Effective State Issue Issue Amount Maturity Outstanding Reimbursement (1) Share Local Share General Obligation (2) Series of 2005 (Note) (3) 3/9/05 $ 5,250,000 2/1/20 $ 3,145,000 0.00% $ 0 $ 3,145,000 Series of 2009 5/15/09 41,145,000 11/15/29 36,410,000 11.27 4,103,407 32,306,593 Series of 2010 1/14/09 8,040,000 11/15/18 6,160,000 0.00 0 6,160,000 Series of 2011 (Note) 1/6/2011 2,758,000 5/25/23 2,410,000 0.00 0 2,410,000 Series of 2012 9/6/2012 9,210,000 11/15/27 9,210,000 12.09 (4) 1,113,489 8,096,511 Series of 2013 (5) _/_/2013 4,515,000* 11/15/27 4,515,000* 11.91 (4) 537,737* 3,977,264* $61,850,000 $ 5,754,633 $56,095,368 ______(1) The project reimbursable percentage for each issue multiplied by the School District’s 2012-13 Aid Ratio (.5568). (2) Includes the Bonds, but not the Refunded Bonds. (3) Variable rate loan from the Emmaus General Authority Bond Pool Program. (4) Estimate. (5) The Bonds. * Preliminary, subject to change. Source: School District Officials and the Delaware County Intermediate Unit.

Coverage of Future Debt Service Requirements By State Appropriations

2012-13 Anticipated Commonwealth Appropriations ...... $21,955,206 2012-13 Estimated Debt Service Requirements...... $7,354,483 Estimated Coverage Factor ...... 3.0x

Overlapping Indebtedness

Residents of the School District are responsible for the following debt indicated below, within the School District, the municipalities within the School District and Delaware County.

Gross Amount School District Outstanding Share Overlapping Debt: Delaware County (1) ...... $ 336,009,000 $ 20,093,338 Municipalities (2) ...... 10,395,960 10,395,960 Total Overlapping Debt ...... $ 346,404,960 $ 30,489,298 ______(1) The Net General Obligation and Lease Rental Debt of Delaware County is approximately $336,009,000. The School District’s proportionate share, 5.98%, is determined by dividing the School District’s 2011 assessed value of $1,810,352,445, by $30,264,287,789, the total 2011 assessed valuations of all municipalities within Delaware County. Does not include debt approved by DCED for exclusion, if any. (2) The most recent data available for the municipalities within the School District. Does not include debt approved by DCED for exclusion, if any.

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Other Matters Related To Indebtedness

Since its organization, the School District has never defaulted on the payment of any of its general obligation, lease rental or sinking fund obligations. The Bonds will be amortized over a period of 16 years.

Financial Factors of the School District

Market Value of Real Estate (2011-12) ...... $2,819,863,622 Assessed Valuation of Real Estate (2011-12)...... $1,810,352,445 Common Level Ratio...... 64.2% Population: 2010 U.S. Census ...... 40,180

Direct Debt: School District - General Obligation (1)...... $ 61,850,000* School District – Lease Rental...... 0 Total Direct Debt...... $ 61,850,000*

Ratio of Direct Debt to: Market Value of Real Estate ...... 2.19% Assessed Valuation of Real Estate ...... 3.42% Population (2010)...... $ 1,539.32

Overlapping Debt: Municipal- General Obligation and Lease Rental ...... $ 10,395,960 County – General Obligation and Lease Rental...... 20,093,338 Total Overlapping Debt...... $ 30,489,298

Total Direct and Overlapping (Total Debt)...... $ 92,339,298

Ratio of Total Debt to: Market Value of Real Estate ...... 3.27% Assessed Valuation of Real Estate ...... 5.10% Population (2010)...... $ 2,298.14

Obligations of Residents after State Reimbursement School District General Obligations...... $ 56,095,368 Overlapping Debt...... 30,489,298 Total Obligations after State Reimbursement ...... $ 86,584,666

Ratio of Total Debt after State Reimbursement: Market Value of Real Estate ...... 3.07% Assessed Valuation of Real Estate ...... 4.78% Population (2010)...... $ 2,154.92

Ratio to Population (2010) of: Market Value of Real Estate ...... $ 70,180.78 Assessed Valuation of Real Estate ...... $ 45,056.06

______(1) Includes the Bonds, but not the Refunded Bonds. * Preliminary, subject to change.

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APPENDIX B

Description of the School District

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THE SCHOOL DISTRICT

General

The Ridley School District is located in the southeast portion of Delaware County (the “County”) and consists of Ridley Township and the Boroughs of Eddystone and Ridley Park. The County is located in the southeastern corner of the Commonwealth of Pennsylvania, bounded on the northwest by Montgomery County, on the northeast by the City of Philadelphia, and on the south by the Delaware River and the State of Delaware and on the west by Chester County.

The School District is a school district of the Second Class, organized and existing under the laws of the Commonwealth of Pennsylvania (the "Commonwealth").

The governing body of the School District is a board of nine school directors who are each elected for a four-year term. The daily operation and management of the School District is carried out by the administrative staff of the School District, headed by the Superintendent of Schools who is appointed by the Board of School Directors.

School Facilities

Year of Year Renovations or Grades 2012-13 Building Constructed Additions Served Capacity Enrollment Elementary Schools Amosland ...... 1952 1954, 1966, 1967, K–5 600 529 1993 Eddystone...... 1966 2003 K–5 325 196 Edgewood...... 1955 1956, 1966,1997 K–5 500 327 Grace Park...... 1955 1958, 1964, 1966, K–5 550 300 1997 Lakeview ...... 1964 2003 K–5 750 416 Leedom...... 1945 1952, 1956, 1966, K–5 575 233 1967, 2002 Woodlyn...... 1942 1953, 1963, K–5 575 327 1964, 2003 Middle School Ridley Middle School...... 1968 1969, 1994, 2001 6–8 1,300 1,294 0 High School Ridley High School...... 2001 -- 9–12 2,200 1,940 7,375 5,562 ______Source: School District Officials.

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Enrollment Past, present and projected pupil enrollments are as follows:

School Year K–5 6–12 Total 2000–01 ...... 2,524 3,150 5,674 2001–02 ...... 2,495 3,236 5,731 2002–03 ...... 2,411 3,267 5,678 2003–04 ...... 2,351 3,443 5,794 2004-05...... 2,373 3,426 5,799 2005-06...... 2,373 3,487 5,860 2006-07...... 2,335 3,506 5,841 2007-08...... 2,286 3,537 5,823 2008-09...... 2,277 3,433 5,710 2009-10...... 2,363 3,425 5,788 2010-11...... 2,414 3,433 5,847 2011-12...... 2,328 3,253 5,581 2012-13 (Current) ...... 2,328 3,234 5,562 2013-14 (Projected) ...... 2,447 3,187 5,634 ______Source: School District Officials.

Area Demographics Population

The School District’s population decreased by 1.9% from 1990 to 2000 and decreased by 0.6% from 2000 to 2010. The table below shows population comparisons for the municipalities, School District, Delaware County, Pennsylvania and the United States.

2010 Density Area in 1990 2000 2010 Percentage (Persons/ Sq. Miles Population Population Population Increase/(Decrease) Sq. Miles) 1990–2000 2000-2010 School District...... 7.2 41,207 40,429 40,180 (1.9) % (0.6) 5,581 Eddystone Borough ..... 1.0 2,446 2,442 2,410 (0.2) (1.3) 2,410 Ridley Park Borough.... 1.1 7,592 7,196 7,002 (5.2) (2.7) 6,365 Ridley Township...... 5.1 31,169 30,791 30,768 (1.2) (0.1) 6,037

Delaware County ...... 184.0 547,651 550,864 558,979 0.6 1.5 3,038 Pennsylvania...... 44,820.0 11,881,643 12,281,054 12,702,379 3.4 3.4 283 U.S...... 3,531,905.4 248,709,873 281,421,906 308,745,538 13.2 9.7 87 ______Source: U.S. Department of Commerce, Bureau of Census.

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Age Composition (2010)

Percent Percent Percent 65 Median Age Under 18 18-64 and Over School District...... 40.4 (1) 21.8% 63.7% 14.5% Eddystone Borough...... 34.8 27.5 62.3 10.2 Ridley Park Borough...... 43.4 19.4 64.2 16.4 Ridley Township ...... 40.1 21.9 63.7 14.4

Delaware County ...... 38.7 23.3 62.4 14.3 Pennsylvania...... 40.1 22.0 62.2 15.4 U.S...... 37.2 24.0 63.0 13.0 ______Source: Pennsylvania State Data Center; U.S. Bureau of Census. (1) Weighted average of the municipalities within the School District.

Income (2010) (1)

Percentage of Per Capita Income Household Median Family Median Families in Poverty School District...... $ 26,924 (2) $ 57,050 (2) $ 70,045 (2) 6.0% Eddystone Borough...... 18,625 40,365 44,891 9.0 Ridley Park Borough...... 30,121 60,561 80,216 4.4 Ridley Township ...... 26,847 57,558 69,962 6.1

Delaware County ...... 30,232 59,125 74,333 7.3 Pennsylvania...... 26,374 49,288 61,890 9.3 U.S...... 26,059 50,046 60,609 11.3 ______Source: Pennsylvania State Data Center; U.S. Bureau of Census. (1) U.S. Census, American Community Survey estimates.. (2) Weighted average of the municipalities within the School District.

Housing Characteristics

Median Value Total Housing Percent Percent Owner Units Occupied Vacant (1) Occupied (2010) (2010) (2010) (2010) (2) School District...... 16,839 94.7% 5.3% $ 197,094 Eddystone Borough...... 1,010 91.7 8.3 112,900 Ridley Park Borough...... 3,162 93.8 6.2 215,500 Ridley Township ...... 12,667 95.1 4.9 199,500

Delaware County ...... 222,902 93.6 6.4 243,400 Pennsylvania...... 5,567,315 90.1 9.9 165,500 U.S...... 131,704,730 88.6 11.4 179,900 ______Source: Pennsylvania State Data Center; U.S. Bureau of Census. (1) Includes seasonal, recreational or occasional use housing units. (2) U.S. Census, American Community Survey estimates. (3) Weighted average of the municipalities within the School District.

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Occupied Housing (2010)

Total Occupied Housing Total Owner Occupied Total Renter Occupied Units Units % of Total Units % of Total School District...... 15,941 11,581 72.6% 4,360 27.4% Eddystone Borough...... 926 534 57.7 392 42.3 Ridley Park Borough...... 2,965 1,988 67.0 977 33.0 Ridley Township ...... 12,050 9,059 75.1 2,991 24.8

Delaware County ...... 208,700 147,212 70.5 61,488 29.5 Pennsylvania...... 5,018,904 3,491,722 69.6 1,527,182 30.4 U.S...... 116,706,292 75,986,074 65.1 40,730,218 34.9 ______Source: Pennsylvania State Data Center; U.S. Bureau of Census.

Medical facilities

There are 4 general acute care hospitals and two long-term acute care hospitals that serve Delaware County. These hospitals, their licensed bed capacities and number of employees (full-time and part-time) as are as follows:

Institution Location Licensed Beds Staff Full-time Part-Time Crozer Chester Medical Center (1) Upland 613 2,475 896 Delaware County Memorial Hospital Drexel Hill 225 764 270 Mercy Fitzgerald Hospital Darby 213 1,052 691 Riddle Memorial Hospital Media 207 880 529 Kindred Hospital - Delaware County Darby 39 53 14 Kindred Hospital - Havertown Havertown 57 163 65 ______Source: Pennsylvania Department of Health, Bureau of Health Statistics; 2009/10 reporting period. (1) Includes data for Taylor Hospital in Ridley Park, Springfield Hospital in Springfield and Community Hospital in Chester as part of the Crozer Chester Health System. Transportation The School District lies just northeast of the Commodore Barry Bridge and is bordered to the South by Interstate 95. Other major highways in the County are U.S. Routes 1, 13, 30 and 322 and Pennsylvania Routes 291 and 3. The Commodore Barry Bridge provides a direct connection to New Jersey. Interstate 476 (Blue Route) provides residents of the School District with easy access to both I-95 and the Pennsylvania Turnpike. Several hundred motor carriers serve the County and Consolidated Rail Corporation (CONRAIL) and CSX Inc. (B&O) provide full freight service. The County is served by three commuter lines connecting the County with the City of Philadelphia and other suburban areas. Additional commuter service is provided by Southeastern Pennsylvania Transportation Authority (SEPTA), which provides services within the School District and the County as well as connecting services to the City of Philadelphia. Philadelphia International Airport, located in Delaware and Philadelphia Counties approximately 10 miles north of the School District, provides passenger and freight services to all parts of the United States and abroad. Utilities Electric and gas service to the School District’s commercial and residential users is provided by Exelon. Water service is furnished by Aqua Pennsylvania. Sewage service is provided by nine municipal authorities and by the Delaware County Regional Water Quality Control Authority (DELCORA). Telephone service is provided by Verizon.

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Higher Education Residents of the School District benefit from a number of cultural and economic advantages provided by the many educational institutions, both public and private, near the School District. Institutions of higher learning in Delaware County include: Haverford College, Swarthmore College, Villanova University, Widener University, Cabrini College, Neumann University, Cheyney University of Pennsylvania, Delaware Community College, and the Delaware County Campus of Pennsylvania State University. Tourism Federal, state, county and municipal governments participate in open-space programs within and near Delaware County. The major federal park within the County is the Tinicum National Environmental Center, which is primarily a wildlife and bird sanctuary. State lands encompass historic sites such as Brandywine Battlefield, Penn Memorial Landing Stone and Governor Printz Park. The largest recreational facility in the County is the 2,566-acre Ridley Creek State Park. County properties are primarily wooded areas or open fields, while municipal parks are generally playgrounds and small community parks. Various private parks, such as the 700-acre Tyler Arboretum, are located throughout the County. The County's numerous camping and golfing facilities include the Merion Golf Club in Haverford Township. A wide range of cultural facilities is offered throughout the School District and the surrounding County, including the Media Theatre, the Pennsylvania Veterans’ Museum, the Brandywine River Museum and the Delaware County Institute of Science. Other cultural facilities include the Hedgerow Theatre, one of the oldest repertory theatres in America, the Community Arts Center in Wallingford and the Rose Tree Summer Festival, a free outdoor music and theatre festival in Upper Providence Township. In addition, twelve colleges and universities, located within the County, offer a broad range of cultural activities for the general public.

ECONOMY Trends in Delaware County Employment and Unemployment

County Civilian Total Percentage Unemployed Year Labor Force Employment County Pennsylvania U.S.

2012 (November) 284,000 262,500 7.5% 7.3% 7.4% 2011 278,500 256,200 8.0 9.7 8.9 2010 277,300 253,600 8.5 8.7 9.6 2009 279,400 258,100 7.6 8.0 9.3 2008 286,900 272,600 5.0 5.3 5.8 2007 282,500 271,200 4.0 4.3 4.6 2006 282,900 270,900 4.2 4.5 4.6 2005 280,100 267,200 4.6 5.0 5.1 2004 277,200 263,200 5.1 5.4 5.5 2003 277,700 263,300 5.2 5.7 6.0 2002 281,200 267,000 5.0 5.6 5.8 2001 280,300 268,700 4.2 4.8 4.7 2000 277,000 266,600 3.8 4.2 4.0 ______Source: Pennsylvania Department of Labor & Industry (L & I).

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Major Employers in Delaware County

Employer Product/Service

The Boeing Company ...... Manufacturer Military Helicopters Crozer Keystone Health System ...... Health Care United Parcel Service Inc...... Package Delivery Villanova University...... Higher Education Delaware County ...... Health Care and Social Assistance SAP of America...... Business Management Software Harrah’s Chester Downs...... Racetrack/Casino Upper Darby School District ...... Public Education Keystone Mercy Health Plan ...... Finance and Insurance Mercy Catholic Medical Center...... Health Care and Social Assistance ______Source: Center for Workforce Information and Analysis – L & I, 4th Quarter 2011, L & I does not report employee numbers due to employer privacy.

Largest Private Sector Employers in Delaware County

Estimated Employer Product/Service Employees The Boeing Company ...... Military Rotocraft 5,000+ Crozer Keystone Health System ...... General Medical & Surgical Hospitals 5,000+ Jefferson Health Systems...... General Medical & Surgical Hospitals 5,000+ Delaware County Community College...... Higher Education 1,000+ Elwyn Industries ...... Job Training & Related Services 1,000+ Fair Acres Griatric Center...... Skilled Nursing Facility 1,000+ Harrah’s Chester ...... Racetrack / Casino 1,000+ Keystone Mercy...... Health Plan 1,000+ Kimberly Clark ...... Paper Products 1,000+ Mercy Fitzgerald Hospital ...... General Medical & Surgical Hospitals 1,000+ Riddle Memorial Hospital ...... Nonprofit Hospital & Substance Abuse Center 1,000+ SAP of America Inc...... Prepackaged Software 1,000+ State Farm Insurance ...... Insurance 1,000+ United Parcel Service ...... Package Delivery 1,000+ Villanova University...... Higher Education 1,000+ Wawa ...... Convenience Stores/Gas Stations 1,000+ Wells Fargo...... Banking 1,000+ Widener University...... Higher Education 1,000+ ______Source: Delaware County Commerce Center.

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Non Farm Jobs

Delaware County is included within the Philadelphia, PA Metropolitan Division (encompassing Bucks, Chester, Delaware, Montgomery and Philadelphia Counties). The following table shows the latest non-farm employment statistics available from the Pennsylvania Department of Labor and Industry. Non-Farm Employment Percent Number Number Industry Employed Employed Total Non-Farm 1,907,100 Total Private 1,695,700 Goods Producing Industries Mining, Logging & Construction 63,100 Manufacturing 131,300 Total Goods Producing Industries 194,400 10.19%

Service Producing Industries Transportation, Warehousing & Utilities 63,000 Wholesale & Retail Trade 277,400 Information 38,000 Financial Activities 130,400 Professional & Business Services 314,100 Educational & Health Services 434,700 Leisure & Hospitality Services 159,600 Other Services 84,100 Government 211,400 Total Service Producing Industries 1,712,700 89.81%

100.00% ______Source: Pennsylvania Department of Labor and Industry, November 2012 data.

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Classification of Employment by Industry

The following is a breakdown of employment in Delaware County for 2010 from the Pennsylvania Department of Labor & Industry. Average annual earnings for workers are included. Delaware County Percent Total Percent Change Average Percent Change Average Average Change From Wages From Previous Annual From Previous Units Employment Previous Year (in 1000s) Year Wage Year Industry Description Total (Excludes Federal) 13,376 202,246 0.4% $9,992,938 3.5% $49,410 3.1% Agriculture, forestry, fishing and hunting 8 211 -0.5% $5,676 2.0% $26,900 2.5% Mining * * * * * * * Utilities 9 537 1.1% $62,673 -2.0% $116,710 -3.1% Construction 1,323 9,219 -0.6% $573,929 1.5% $62,255 2.2% Manufacturing 392 15,676 -1.2% $1,227,310 4.9% $78,292 6.1% Food Manufacturing 40 770 1.9% $34,701 7.3% $45,066 5.4% Beverage and Tobacco Product Manufacturing 5 216 -1.4% $11,996 13.3% $55,539 14.9% Textile Mills * * * * * * * Textile Product Mills 13 97 -4.0% $4,408 -16.4% $45,445 -13.0% Apparel Manufacturing 7 110 -8.3% $2,309 -3.6% $20,995 5.2% Wood Product Manufacturing 4 121 -9.7% $6,614 -19.7% $54,659 -11.0% Paper Manufacturing 9 1,233 -3.4% $93,020 -1.8% $75,442 1.7% Printing and Related Support Activities 53 399 -7.4% $14,928 -8.5% $37,412 -1.2% Petroleum and Coal Products Manufacturing 4 794 0.5% $93,055 1.0% $117,198 0.5% Chemical Manufacturing 28 854 -7.0% $90,688 16.0% $106,192 24.6% Plastics and Rubber Products Manufacturing 14 480 -4.2% $36,710 16.0% $76,480 21.1% Nonmetallic Mineral Product Manufacturing 12 221 1.4% $14,484 2.3% $65,539 0.9% Primary Metal Manufacturing 6 89 -1.1% $4,983 18.2% $55,994 19.6% Fabricated Metal Product Manufacturing 75 2,355 -7.6% $148,238 -4.2% $62,946 3.7% Machinery Manufacturing 23 413 -3.3% $26,746 -1.8% $64,759 1.5% Computer and Electronic Product Manufacturing 20 576 1.2% $39,325 20.1% $68,273 18.6% Electrical Equipment, Appliance, and Component Mfg. 12 156 -48.5% $8,739 -46.1% $56,017 4.7% Transportation Equipment Manufacturing * * * * * * * Furniture and Related Product Manufacturing 17 100 3.1% $3,748 -9.3% $37,480 -12.1% Miscellaneous Manufacturing 40 497 2.3% $26,935 2.0% $54,195 -0.2% Wholesale trade 770 6,549 -9.6% $449,441 -16.8% $68,627 -8.0% Retail trade 1,650 23,364 -0.2% $602,277 0.5% $25,778 0.8% Transportation and warehousing 270 6,915 -3.1% $261,467 -4.8% $37,812 -1.7% Information 181 2,500 -8.1% $202,324 3.0% $80,929 12.1% Finance and insurance 830 10,401 -0.2% $891,996 5.6% $85,761 5.8% Real estate and rental and leasing 385 2,664 0.9% $135,972 2.4% $51,041 1.5% Professional and technical services 1,586 10,115 3.5% $761,498 9.5% $75,284 5.8% Management of companies and enterprises 101 4,842 24.3% $611,233 41.3% $126,236 13.7% Administrative and waste services 772 10,812 -4.2% $406,141 -4.9% $37,564 -0.8% Educational services 204 11,560 -0.2% $507,390 0.9% $43,892 1.1% Health care and social assistance 2,122 37,421 1.0% $1,615,324 1.4% $43,166 0.4% Arts, entertainment, and recreation 178 4,389 9.4% $110,052 22.0% $25,075 11.5% Accommodation and food services 982 13,834 2.3% $221,961 4.0% $16,045 1.7% Other services, except public administration 1,350 7,725 2.0% $238,724 4.5% $30,903 2.5% Unclassified * * * * * * * Federal Government (not included in Totals) 61 2,206 6.9% $157,408 5.6% $71,355 -1.3% Local Government 232 21,126 0.9% $966,271 2.1% $45,738 1.2% State Government 27 2,272 1.1% $121,457 0.6% $53,458 -0.5% ______Source: Pennsylvania Department of Labor & Industry, annual report completed May 2012. * Data that might be identified with an individual employer and/or data involving fewer than twenty-five employees are not published.

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APPENDIX C

Audited Financial Statements of the School District Fiscal Year Ending June 30, 2012

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APPENDIX D

Proposed Form of Bond Opinion

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PROPOSED FORM OF BOND COUNSEL OPINION

______, 2013

Ridley School District

Re: $______Ridley School District General Obligation Bonds, Series of 2013

You have requested our opinion as to the legality of the above referenced series of general obligation bonds (the “Bonds”). The Bonds are issued by the Ridley School District, Delaware County, Pennsylvania (the “School District”), under the provisions of the Pennsylvania Local Government Unit Debt Act, 53 Pa. Cons. Stat. §8001 et seq., as amended (the “Act”), and pursuant to a resolution duly adopted by the Board of School Directors of the School District (the “Resolution”). The Bonds are being issued for the purpose of providing funds to finance (1) the costs of currently refunding all of the Ridley School District’s outstanding General Obligation Bonds, Series of 2008 (the “2008 Bonds); and (2) the costs and expenses of issuing the Bonds.

The School District has covenanted in the Resolution (i) to include the amount of debt service for the Bonds for each fiscal year in which such sums are due and payable in its budget for that year; (ii) to appropriate such amounts from its general revenues for the payment of such debt service; and (iii) to duly and punctually pay, or cause to be paid, from its sinking fund or any other of its revenues or funds, the principal of, and interest on, the Bonds at the dates and places and in the manner stated in the Bonds, according to the true intent and meaning thereof; for such budgeting, appropriation and payment the School District in the Resolution has pledged its full faith, credit and taxing power.

Based on the designation of the 2008 Bonds as “qualified tax exempt obligations,” the Bonds are “deemed designated” as qualified tax-exempt obligations pursuant to Section 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) and the School District has made certain representations and covenants in the Resolution necessary to cause the Bonds to continue to be obligations described in such Section of the Code during the period in which the Bonds are outstanding.

As Bond Counsel for the School District, we have examined the relevant provisions of the Constitution of the Commonwealth of Pennsylvania; the Acts of Assembly pursuant to which the Bonds are authorized, issued and sold; the transcript of proceedings filed with the Pennsylvania Department of Community and Economic Development (the “Department”); and certain statements, affidavits and other documents which we have considered pertinent.

In rendering this opinion we have examined and relied upon (a) the opinion of counsel to the School District with respect, inter alia, to the due adoption by the School District D-1

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of the Resolution in accordance with applicable laws; and (b) the accuracy of the statements and representations and the performance by the School District of its covenants set forth in the Resolution and the School District’s Tax Certificate delivered on this date in connection with the issuance of the Bonds.

As to questions of fact material to our opinion, we have relied upon the representations of the School District contained in the Resolution and in the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation.

Based on the foregoing, we are of the opinion that, under existing law:

1. The School District is authorized under the provisions of the Constitution and laws of the Commonwealth of Pennsylvania to issue the Bonds for the purposes above set forth, and the School District has authorized the issuance thereof.

2. As indicated in the School District’s debt statement filed with the Department in connection with the issuance of the Bonds, outstanding debt of the School District, including debt represented by the Bonds, is within the debt limitations of the Act.

3. The Bonds are the valid and binding general obligations of the School District payable from the revenues of the School District from whatever source derived, which revenues, at the time of the issuance and sale of the Bonds, include ad valorem taxes levied upon all the taxable property within the School District, within limitations provided by law.

4. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax.

5. Interest on the Bonds is excluded from the gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed upon individuals and corporations. Interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the earnings and profits of the corporate holder. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Code.

6. The School District has taken the actions necessary for the Bonds to be designated or deemed designated as a “qualified tax-exempt obligation,” as defined in and for purposes of Section 265(b)(3) of the Code. Assuming the accuracy of the representations of the

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Authority relating to such designation, we are of the opinion that such designation is valid with respect to the Bonds for the purposes of such Section.

Ownership of the Bonds may give rise to collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. We express no opinion as to such collateral federal income tax consequences.

The initial public offering price of the Bonds of certain maturities (the “Discount Bonds”) may be less than the amount payable at maturity. An amount not less than the difference between the initial public offering price of the Discount Bonds and the amount payable at maturity constitutes original issue discount. We are of the opinion that the appropriate portion of such original issue discount allocable to the original and each subsequent holder of a Discount Bond will, upon sale, exchange, redemption or payment at maturity of such Discount Bond, be treated as interest and excluded from gross income for federal income tax purposes to the same extent as the stated interest on the Discount Bonds.

In providing this opinion, we advise you that it may be determined in the future that interest on the Bonds, retroactive to the date of issuance thereof or prospectively, will not be excluded from the gross income of the owners of the Bonds for federal income tax purposes if certain requirements of the Code are not met. The School District has covenanted in the Resolution to comply with such requirements.

We express no opinion herein as to the accuracy, adequacy or completeness of the Official Statement relating to the Bonds.

The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by equitable principles, whether considered at law or in equity.

Very Truly Yours,

DILWORTH PAXSON LLP

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APPENDIX E

Bond Amortization Schedule

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$4,515,000* RIDLEY SCHOOL DISTRICT Delaware County, Pennsylvania General Obligation Bonds, Series of 2013

Dated: Date of Delivery Interest Payable: May 15 and November 15 Due: May 15 and November 15, as shown below First Interest Payment: May 15, 2013 Denomination: Integral multiples of $5,000 Form: Book-Entry Only

Fiscal Approxi- Year Fiscal Principal mate Debt Ending Debt Date Amount Coupon Yield Price Interest Service June 30 Service

May 15, 2013 2013 November 15, 2013 May 15, 2014 2014 November 15, 2014 May 15, 2015 2015 November 15, 2015 May 15, 2016 2016 November 15, 2016 May 15, 2017 2017 November 15, 2017 May 15, 2018 2018 November 15, 2018 May 15, 2019 2019 November 15, 2019 May 15, 2020 2020 November 15, 2020 May 15, 2021 2021 November 15, 2021 May 15, 2022 2022 November 15, 2022 May 15, 2023 2023 November 15, 2023 May 15, 2024 2024 November 15, 2024 May 15, 2025 2025 November 15, 2025 May 15, 2026 2026 November 15, 2026 May 15, 2027 2027 November 15, 2027 ______2028

______* Preliminary, subject to change.

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