Agenda packet — Audit Committee, September 22, 2025

City of Santa Clara
Meeting Agenda
Audit Committee
Hybrid Meeting
Sparacino Conference Room/Virtual
City Hall - East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
11:00 AMMonday, September 22, 2025
The City of Santa Clara is conducting the Audit Committee meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).

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CALL TO ORDER AND ROLL CALL

CONSENT CALENDAR

1. Action on Audit Committee Minutes of June 12, 202525-830 Approve the Audit Committee minutes of June 12,
2025.

Recommendation:

PUBLIC PRESENTATIONS
[This item is reserved for persons to address the body on any matter not on the agenda that is within the subject matter jurisdiction of the body. The law does not permit action on, or extended discussion of, any item not on the agenda except under special circumstances. The governing body, or staff, may briefly respond to statements made or questions posed, and appropriate body may request staff to report back at a subsequent meeting.]

GENERAL BUSINESS

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Audit Committee Meeting Agenda September 22, 2025

2. Overview of Santa Clara Stadium Authority Fiscal Year 2024/25 Annual Financial Statements and Audit Results Presentation by

KPMG, LLP
25-831
Accept the Santa Clara Stadium Authority Fiscal Year
2024/25 Annual Financial Statements and
recommend that the Stadium Authority Board note
and file the report at the October 7, 2025, Joint
Council and Authorities Concurrent and Stadium
Authority meeting.

Recommendation:

ADJOURNMENT
Future Audit Committee Meetings will be scheduled at a later date.

MEETING DISCLOSURES

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Audit Committee Meeting Agenda September 22, 2025
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

If a member of the public submits a speaker card for any agenda items, their name will appear in the Minutes. If no speaker card is submitted, the Minutes will reflect "Public Speaker."
In accordance with the requirements of Title II of the Americans with Disabilities Act of 1990 ("ADA"), the City of Santa Clara will not discriminate against qualified individuals with disabilities on the basis of disability in its services, programs, or activities, and will ensure that all existing facilities will be made accessible to the maximum extent feasible. The City of Santa Clara will generally, upon request, provide appropriate aids and services leading to effective communication for qualified persons with disabilities including those with speech, hearing, or vision impairments so they can participate equally in the City’s programs, services, and activities. The City of Santa Clara will make all reasonable modifications to policies and programs to ensure that people with disabilities have an equal opportunity to enjoy all of its programs, services, and activities.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Individuals who require an auxiliary aid or service for effective communication, or any other disability-related modification of policies or procedures, or other accommodation, in order to participate in a program, service, or activity of the City of Santa Clara, should contact the City’s ADA Coordinator at 408-615-3000 as soon as possible but no later than 48 hours before the scheduled event.

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-830 Agenda Date: 9/22/2025

REPORT TO AUDIT COMMITTEE

SUBJECT
Action on Audit Committee Minutes of June 12, 2025

RECOMMENDATION
Approve the Audit Committee minutes of June 12, 2025.

City of Santa Clara Printed on 9/19/2025Page 1 of 1
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City of Santa Clara
Meeting Minutes
Audit Committee
Draft
1:30 PM Hybrid Meeting
CMO Sparacino Conference Room/Virtual
City Hall - East Wing
1500 Warburton Avenue
Santa Clara, CA 95050
06/12/2025
The City of Santa Clara is conducting the Audit Committee meetings in a hybrid manner (in-person and continues to have methods for the public to participate remotely).

Join from a PC, Mac, iPad, iPhone or Android device:

Please click this URL to join: https://santaclaraca.zoom.us/j/99199624617 Webinar ID: 991 9962 4617
Or join by phone:

US: +1 669 900 6833
Chair Karen Hardy, Member Raj Chahal, and Member Albert GonzalezPresent 3 -

CALL TO ORDER AND ROLL CALL
Chairperson Hardy called the meeting to order at 1:35 PM.

CONSENT CALENDAR

1. 25-700 Action on Audit Committee Minutes of March 17, 2025 Recommendation: Approve the Audit Committee minutes of March 17, 2025.

A motion was made by Committee Member Chahal, seconded by Committee Member Gonzalez, to approve the Audit Committee Minutes of March 17, 2025. The motion carried by the following vote:

Aye: Chair Hardy, Member Chahal, and Member Gonzalez3 -

PUBLIC PRESENTATIONS
None.

GENERAL BUSINESS

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06/12/2025Audit Committee Meeting Minutes

2. 25-687 Accept the City Auditor’s Office Report on the Audit of the City’s Building Permitting Process
Recommendation: Accept the City Auditor’s Office Report on the Audit of the City’s Building Permitting Process and recommend that this report be forwarded for note and file to the full Council at a future Joint Council and Authorities Concurrent and Stadium Authority Meeting.

Audit Manager, David Noce, gave a PowerPoint Presentation.

Senior Consultant, Nick Martinez of Baker Tilly, briefly spoke about their involvement in the audit process.

Committee Members' questions, comments, and suggestions on the City's permitting portal/website were raised throughout the presentation.

Audit Manager Noce, Director of Community Development, Afshan Hamid, City Manager, Jovan Grogan, and City Building Staff addressed the Committee Members' questions and comments.

Director Hamid gave a PowerPoint Presentation.

Committee Members' questions, comments, and suggestions on the City's permitting portal/website were raised throughout the presentation.

Audit Manager Noce, Director Hamid, City Manager Grogan, and City Building Staff addressed the Committee Members' questions and comments.

A motion was made by Member Chahal, seconded by Member
Gonzalez, to accept the City Auditor's Office Report on the Audit of the City's Building Permitting Process and recommend that this report be forwarded for note and file to the full Council at a Joint Council and Authorities Concurrent and Stadium Authority meeting.

The motion carried by the following vote:

Aye: Chair Hardy, Member Chahal, and Member Gonzalez3 -

ADJOURNMENT
Chair Hardy adjourned the meeting at 3:03 PM.

Future Audit Committee Meetings will be scheduled at a later date.

MEETING DISCLOSURES

Page 2 ends

06/12/2025Audit Committee Meeting Minutes
The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Santa Clara, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Agendas and other written materials distributed during a public meeting that are public record will be made available by the City in an appropriate alternative format.

Contact the City Clerk’s Office at 1 408-615-2220 with your request for an alternative format copy of the agenda or other written materials.

Page 3 ends

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
25-831 Agenda Date: 9/22/2025

REPORT TO AUDIT COMMITTEE

SUBJECT
Overview of Santa Clara Stadium Authority Fiscal Year 2024/25 Annual Financial Statements and Audit Results Presentation by KPMG, LLP

BACKGROUND
The Santa Clara Stadium Authority (Stadium Authority), the Stadium Funding Trust, and Goldman Sachs Bank USA entered into a Credit Agreement on June 19, 2013. Section 5.1(a) of the Credit Agreement requires that the Stadium Authority Annual Financial Statements be audited by independent certified public accountants within 180 days after the end of each fiscal year. On June 25, 2021, the Stadium Authority entered into a professional services agreement with KPMG, LLP (KPMG) to perform the annual financial audit of the Stadium Authority’s Fiscal Year 2024/25 Annual Financial Statements.

The Annual Financial Statements include: (1) the Independent Auditors’ Report which describes the auditors’ responsibility and their opinion of the Financial Statements, (2) Management’s Discussion and Analysis which provides an overall review of the Stadium Authority’s financial activities, (3) the Basic Financial Statements, and (4) the Notes to the Financial Statements which have additional information pertaining to the Stadium Authority’s operations and financial position.

The Financial Statements being discussed with this report cover the Stadium Authority’s 2024/25 fiscal year, which runs from April 1, 2024 to March 31, 2025.

DISCUSSION
The role of the audit committee is to provide oversight of the Stadium Authority’s financial reporting processes, internal controls, and independent auditors. KPMG will present the Stadium Authority audit results to the audit committee to provide a brief overview of the audit. This includes their audit report, financial statement disclosures, internal control related matters, and other items.

Stadium Authority staff will be providing an overview of the Stadium Authority Fiscal Year 2024/25 Annual Financial Statements including year-over-year comparison of the Stadium Authority financial position.

Jaime Cavin, Managing Director, and Ryan Ficker, Manager, from KPMG will be presenting the Stadium Authority Audit Results.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environment Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a)(4) in that it is a fiscal activity that does not involve any commitment to any specific project which may result in a City of Santa Clara Printed on 9/19/2025Page 1 of 2
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25-831 Agenda Date: 9/22/2025
potential significant impact on the environment.

FISCAL IMPACT
Costs associated with the preparation of this report are included in the Stadium Authority Operating Budget.

COORDINATION
This report has been coordinated with the Stadium Authority Counsel’s Office.

PUBLIC CONTACT
Public contact was made by posting the Audit Committee agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Accept the Santa Clara Stadium Authority Fiscal Year 2024/25 Annual Financial Statements and recommend that the Stadium Authority Board note and file the report at the October 7, 2025, Joint Council and Authorities Concurrent and Stadium Authority meeting.

Reviewed by: Kenn Lee, Treasurer
Approved by: Jovan D. Grogan, Executive Director

ATTACHMENTS

1. FY 2024/25 Santa Clara Stadium Authority Financial Statements Draft

2. SCSA staff presentation

3. KPMG presentation
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SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Financial Statements
March 31, 2025 and 2024
(With Independent Auditors’ Report Thereon)
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SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Table of Contents
Page
Independent Auditors’ Report 1
Management’s Discussion and Analysis (Unaudited) 3
Basic Financial Statements:

Statements of Net Position 8
Statements of Revenues, Expenses, and Changes in Net Position 9 Statements of Cash Flows 10
Notes to Financial Statements 11
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2 DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2025 and 2024
3 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 The management’s discussion and analysis of the Santa Clara Stadium Authority (Stadium Authority) provides an overall review of the Stadium Authority’s financial activities for the fiscal years ended March 31, 2025 and 2024. The intent of this discussion and analysis is to look at the Stadium Authority’s financial performance as a whole. Readers should review the discussion and analysis in conjunction with the basic financial statements, including the notes to the basic financial statements to enhance their understanding of the Stadium Authority’s financial performance.

The Stadium Authority has elected to provide comparative financial statements to better assist the reader. The Stadium Authority’s fiscal year runs from April 1 through March 31 to conform to the fiscal year of the Stadium Funding Trust (FinanceCo). The Stadium Authority is a component unit of the City of Santa Clara, California (City) whose fiscal year is July 1 through June 30.

The Stadium Authority exists as a public body, separate and distinct from the City. It was established to provide for development and operation of Levi’s Stadium.

Financial Highlights
Key financial highlights for the fiscal year ended March 31, 2025 are as follows:
 The carrying value of Levi’s Stadium, net of depreciation, is $653.9 million.  During the fiscal year, there were ten National Football League (NFL) games, eight large-scale ticketed Non-NFL events, and sixty-seven smaller special events held at Levi’s Stadium.  The Stadium Authority recognized $83.3 million in operating revenue and $62.0 million in operating expenses.
 The revenues from the Non-NFL events were $23.8 million and the related expenses were $13.6 million resulting in net Non-NFL event revenue of $10.2 million.  Debt service payments during the fiscal year totaled $20.3 million. Overall remaining outstanding debt was reduced by $9.1 million.
 The assets of the Stadium Authority exceeded its liabilities and deferred inflows of resources by $179.2 million, an increase of $25.6 million during the fiscal year, from the operation of Levi’s Stadium.  The City received $1.0 million for stadium ground rent and 4.6 million for performance based rent.

Additionally, the City is required to be fully reimbursed for all of its administration and public safety costs by either the Stadium Authority for Non-NFL events or Forty Niners SC Stadium Company LLC (StadCo) for NFL events.

Overview of the Financial Statements
This annual report consists of a series of financial statements and the notes to those statements. These statements are organized so the reader can understand the Stadium Authority as a financial whole. The basic financial statements provide both a short-term and long-term view of the Stadium Authority’s financial activities and financial position.

The basic financial statements comprise the statements of net position, the statements of revenues, expenses, and changes in net position, the statements of cash flows, and the notes to the financial statements. The statements of net position provide information about the financial position of the Stadium Authority as a whole, DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2025 and 2024
4 (Continued)
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Financial Analysis of the Stadium Authority as a Whole
The Stadium Authority’s net position at March 31, 2025, March 31, 2024, and March 31, 2023 is as follows:

FY 2025 FY 2024
increase increase
FY 2025 FY 2024 FY 2023 (decrease) (decrease)
Assets:

Capital assets $ 666,979,909 678,569,448 689,075,880 (11,589,539) (10,506,432) Other assets 759,390,232 765,846,369 755,730,577 (6,456,137) 10,115,792 Total assets $ 1,426,370,141 1,444,415,817 1,444,806,457 (18,045,676) (390,640) Liabilities:

Current unearned revenue $ 16,366,124 16,102,092 15,629,324 264,032 472,768 Other current liabilities 27,693,381 37,184,066 22,962,052 (9,490,685) 14,222,014 Long-term unearned revenue 400,777,388 408,260,845 410,115,236 (7,483,457) (1,854,391) Other long-term liabilities 240,731,216 250,689,036 259,136,843 (9,957,820) (8,447,807) Total liabilities $ 685,568,109 712,236,039 707,843,455 (26,667,930) 4,392,584 Deferred inflows of resources
Deferred inflows leases related 561,552,578 578,569,323 595,586,067 (17,016,745) (17,016,744) Total deferred inflows of resources $ 561,552,578 578,569,323 595,586,067 (17,016,745) (17,016,744) Net position:

Net investment in capital assets $ 455,678,670 456,438,951 449,951,997 (760,281) 6,486,954 Restricted for:

Debt service 12,654,503 12,298,802 20,844,381 355,701 (8,545,579) Capital projects and other
agreements 92,964,776 81,938,065 52,822,516 11,026,711 29,115,549 Unrestricted deficit (382,048,495) (397,065,363) (382,241,959) 15,016,868 (14,823,404) Total net position $ 179,249,454 153,610,455 141,376,935 25,638,999 12,233,520

Fiscal Year 2024-25 Analysis
Capital assets decreased when compared to the prior year by $11.6 million due to annual depreciation, partially offset by equipment and buildings additions. Other assets decreased when compared to the prior year by $6.5 million. This was due to the decrease in the long-term lease receivable that was paid by StadCo offset by an increase in accounts receivable from higher net Non-NFL event revenue. Liabilities decreased by $26.7 million compared to the prior year. This is primarily due to the paydown of the Public Safety Cost 2024 Outstanding Balance (note 7), payment of performance-based rent payable to the City (note 6), principal payment of long-term debt (note 5) and decrease in unearned Stadium Builder License (SBL) revenue. Total net position for the Stadium Authority, as a whole, increased between March 31, 2024 and March 31, 2025 to $179.2 million. This increase in net position of $25.6 million is described below, with asset and liability changes being primarily due to a decrease in accounts payable and long-term liabilities.

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SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2025 and 2024
5 (Continued)
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Capital assets decreased when compared to the prior year by $10.5 million due to annual depreciation, partially offset by equipment and building additions. Other assets increased when compared to the prior year by $10.1 million. This was due to increases in cash deposits from excess revenue distributions at year-end and naming rights accounts receivable resulting from a naming rights agreement extension offset by a reduction in lease receivables. Liabilities increased by $4.4 million compared to the prior year. This is primarily due to the recognition of public safety costs over threshold (note 7) and performance-base rent (note 6), partially offset by decreases in long-term debt (note 5) and unearned SBL revenue. Total net position for the Stadium Authority increased between March 31, 2023 and March 31, 2024 to $153.6 million. This increase in net position of $12.2 million is described below, with asset and liability changes being primarily due to a decrease in long-term liabilities and deferred inflows of lease resources.

The Stadium Authority’s revenues, expenses, and changes in net position for the fiscal years ended March 31, 2025, March 31, 2024, and March 31, 2023 are as follows:

FY 2025 FY 2024
increase increase
FY 2025 FY 2024 FY 2023 (decrease) (decrease)
Operating revenues $ 83,319,157 81,948,555 72,946,155 1,370,602 9,002,400 Operating expenses (62,037,540) (79,659,943) (48,086,779) 17,622,403 (31,573,164) Operating income 21,281,617 2,288,612 24,859,376 18,993,005 (22,570,764) Nonoperating revenues 19,000,112 18,819,490 18,775,223 180,622 44,267 Nonoperating expenses (18,051,305) (12,342,207) (14,198,663) (5,709,098) 1,856,456 Income before contributions
and other revenues 22,230,424 8,765,895 29,435,936 13,464,529 (20,670,041) Contributions and other revenues 3,408,575 3,467,625 2,126,817 (59,050) 1,340,808 Increase in net position 25,638,999 12,233,520 31,562,753 13,405,479 (19,329,233) Total net position – beginning of fiscal
period 153,610,455 141,376,935 109,814,182 12,233,520 31,562,753 Total net position – end of fiscal period $ 179,249,454 153,610,455 141,376,935 25,638,999 12,233,520

Fiscal Year 2024-25 Analysis
Stadium Authority operating revenues increased by $1.4 million when compared with the prior year. This was mainly due to increases in revenue from ticketed Non-NFL events, rents and licenses and NFL ticket surcharge. The operating expenses decreased by $17.6 million compared to the prior year. This decrease is primarily due to lower Stadium Manger expenses, Non-NFL events expenses and public safety costs over threshold (note 7). The Stadium Authority recognized non-recurring expenses for buffet costs and public safety costs over threshold in fiscal year 2023-24 as a part of the 2024 Settlement Agreement (note 7).

Nonoperating revenues increased by $181 thousand mainly due to an increase in bank interest revenue offset by a decrease in interest income from SBLs. Nonoperating expenses increased by $5.7 million due to the DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2025 and 2024
6 (Continued)
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Contributions and other revenues were $3.4 million, a decrease of $59 thousand from the prior fiscal year.

These represent special hotel tax revenues collected to pay the CFD Advance Loan.

Fiscal Year 2023-24 Analysis
Stadium Authority operating revenues increased by $9.0 million when compared with the prior year. This was mainly due to increases in revenue from ticketed Non-NFL events, rents and licenses and NFL ticket surcharge. The operating expenses increased by $31.6 million compared to the prior year. This increase is primarily due to the 2024 Settlement Agreement, which resulted in an increase in buffet costs, performance-based rent and public safety costs over threshold (note 7). Non-NFL event expenses also increased due to larger ticketed Non-NFL events.

Nonoperating revenues increased by $44 thousand mainly due to an increase in interest revenue offset by a decrease in miscellaneous other revenue. Nonoperating expenses decreased by $1.9 due to a decrease in interest expense resulting from lower debt balances.

Contributions and other revenues were $3.5 million, an increase of $1.3 million over the prior fiscal year. These represent special hotel tax revenues collected to pay the CFD Advance Loan.

Capital Assets
The capital assets of the Stadium Authority are those which are used in the performance of the Stadium Authority’s functions, including but not limited to infrastructure-related assets. These assets do not include StadCo’s tenant improvements. At March 31, 2025, capital assets totaled $667.0 million.

Further detail may be found in note 4 to the financial statements.

Debt Administration
At March 31, 2025, the Stadium Authority had total debt outstanding of $219.6 million, as shown in detail in note 5 to the financial statements. Stadium Authority’s debt comprised Stadium Funding Trust Term A loan of $192.7 million and the CFD Advance Loan of $27.0 million.

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SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Management’s Discussion and Analysis (Unaudited)
March 31, 2025 and 2024
7 DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 Economic and Financial Overview
There is some uncertainty related to trade tariffs, fiscal policy, and geopolitical risk with the new administration, however, the local economy currently shows positive signs. Unemployment rates are low and property values in Santa Clara remain high. There continues to be commercial and residential development, including several projects in the vicinity of Levi’s Stadium. The past few years have also seen increases in hotel nights and rates resulting in increases to Community Facilities District (CFD) taxes that flow to the Stadium Authority to pay down debt. Major financial factors impacting the Stadium Authority are:
 In May 2013, a Naming Rights Agreement with Levi Strauss & Co. (Levi’s) was approved naming the Stadium “Levi’s Stadium” for a term of 20 years. In January 2024, the First Amendment to Naming Rights Agreement with Levi’s was approved extending the initial term an additional 10 years. The naming rights agreement and its first amendment calls for Levi’s to pay a total of $273.1 million to the Stadium Authority over the 30-year period. The agreement requires the Stadium Authority to hold at least 36 “Major Events” (with 25,000+ attendees) every three contract years. The Second Amendment to the Stadium Management Agreement states that Forty Niners Stadium Management Company, LLC (ManagementCo) would pay the Stadium Authority as liquidated damages the amount owed by the Stadium Authority to Levi’s in the event the required number of events is not met. As of March 31, 2025, the Stadium Authority has received $77.5 million in naming rights revenue.
 Stadium Builders Licenses (SBLs) entitle the license holder to priority rights to buy tickets for events at Levi’s Stadium. The total value of the currently active SBL holders’ licenses is $562.2 million. Through March 31, 2025, $566.4 million in SBL principal payments have been collected since inception. This is due in part to a number of SBL holders paying off or prepaying a large portion of their SBL, and defaulted SBLs being resold at full price. In addition to SBL collections, the Stadium Authority has collected $71.1 million in interest from license holders who financed their SBLs since inception.  The Stadium Authority collected $24.8 million in lease revenue during the NFL season and $10.2 million net revenue associated with hosting Non-NFL events for the fiscal year ended March 31, 2025.  The Stadium Authority collects a 10% surcharge on the price of admission to all regular season NFL games and a $4 per ticket surcharge for all ticketed Non-NFL events. For any ticketed Non-NFL event that was booked after May 28, 2024, the date of the 2024 Settlement Agreement, the ticket surcharge will be a minimum of $8 per ticket. There were ten regular season NFL games held at Levi’s Stadium during fiscal year ended March 31, 2025, which resulted in $14.6 million in NFL ticket surcharge revenues. The Stadium Authority also recognized $1.4 million in Non-NFL event ticket surcharge revenues from the eight large-scale ticketed events held at the Stadium. All eight large-scale events incurred the $4 per ticket surcharge.

Contacting the Stadium Authority’s Financial Management This financial report is designed to provide our residents, taxpayers, investors, and creditors with a general overview of the Stadium Authority’s finances and to demonstrate the Stadium Authority’s accountability for the money it receives. If you have any questions about this report or need additional financial information, contact the City of Santa Clara Finance Department at 1500 Warburton Avenue, Santa Clara, CA 95050-3796.

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SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Net Position
March 31, 2025 and 2024
Assets 2025 2024
Current assets:

Cash $ 7,977,439 18,485,558
Restricted cash 89,150,424 78,573,023
Restricted cash with fiscal agent 16,553,017 15,909,843 Accounts receivable 23,280,276 19,453,027
Lease receivable 12,189,380 11,926,763
Total current assets 149,150,536 144,348,214
Capital assets:

Buildings, net 653,918,308 670,543,336
Machinery and equipment, net 5,531,077 3,823,782
Construction in progress 7,530,524 4,202,330
Total capital assets 666,979,909 678,569,448
Right-to-use leased assets 26,338,396 27,136,529
Long-term restricted cash with fiscal agent 11,536,235 11,536,235 Long-term lease receivable 570,101,118 582,290,499
Long-term accounts receivable 2,263,947 534,892
Total noncurrent assets 1,277,219,605 1,300,067,603
Total assets $ 1,426,370,141 1,444,415,817
Liabilities
Current liabilities:

Accounts payable and accrued liabilities $ 13,687,329 23,637,965 Retentions payable 252,042 —
Interest payable 5,245,166 5,773,075
Due to other City of Santa Clara funds 316,232 473,130 Lease liability, current portion 354,518 —
Term A loan payable, current portion 7,838,094 7,299,896 Unearned revenue, current portion 16,366,124 16,102,092 Total current liabilities 44,059,505 53,286,158
Lease liability 28,960,046 29,321,106
Term A loan payable 184,818,250 192,656,344
CFD advance loan payable 26,952,920 28,711,586
Unearned revenue 400,777,388 408,260,845
Total noncurrent liabilities 641,508,604 658,949,881
Total liabilities $ 685,568,109 712,236,039
Deferred Inflows of Resources
Deferred inflows leases related $ 561,552,578 578,569,323 Total deferred inflows of resources $ 561,552,578 578,569,323 Net Position
Net investment in capital assets $ 455,678,670 456,438,951 Restricted for:

Debt service 12,654,503 12,298,802
Capital projects and other agreements 92,964,776 81,938,065 Unrestricted deficit (382,048,495) (397,065,363)
Total net position $ 179,249,454 153,610,455
See accompanying notes to financial statements.
8 DRAFT
DRAFT 9/19/2025 10:06 AM 2024-25 SCSA YE FS v.20

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Revenues, Expenses, and Changes in Net Position Years ended March 31, 2025 and 2024
2025 2024
Operating revenues:

Charges for services $ 41,060,384 40,611,283
Rents and licensing 42,258,773 41,337,272
83,319,157 81,948,555
Operating expenses:

Leases 4,860,489 7,574,722
Materials, services, and supplies 36,325,126 51,815,537 Selling, general, and administrative expenses 2,286,484 2,033,263 Depreciation 18,565,441 18,236,421
62,037,540 79,659,943
Operating income 21,281,617 2,288,612
Nonoperating revenues (expenses):

Interest revenue 19,000,112 18,819,490
Interest expense (11,885,849) (12,342,207)
Other expense (6,165,456) —
Income before contributions and other revenues 22,230,424 8,765,895 Contributions and other revenues:

Contribution from Community Facilities District 3,408,575 3,467,625 Change in net position 25,638,999 12,233,520
Net position – beginning of period 153,610,455 141,376,935 Net position – end of period $ 179,249,454 153,610,455 See accompanying notes to financial statements.
9 DRAFT
DRAFT 9/19/2025 10:06 AM 2024-25 SCSA YE FS v.20

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Statements of Cash Flows
Years ended March 31, 2025 and 2024
2025 2024
Cash flows from operating activities:

Receipts from customers $ 37,572,953 41,368,043
Payments to suppliers (54,111,810) (38,995,500)
Rents and licensing received 40,930,472 47,106,805
Net cash provided by operating activities 24,391,615 49,479,348 Cash flows from noncapital financing activities:

Net borrowings from other City of Santa Clara funds (156,898) 330,234 Distribution to City of Santa Clara (6,165,456) —
Net cash (used in) provided by noncapital financing activities (6,322,354) 330,234 Cash flows from capital and related financing activities:

Contribution from Community Facilities District 3,363,652 2,840,331 Acquisition and construction of capital assets (6,236,653) (7,079,493) Principal payments on capital debt (9,058,562) (16,615,923) Interest paid on capital debt (11,420,300) (12,067,695) Net cash used in capital and related financing activities (23,351,863) (32,922,780) Cash flows from investing activity:

Interest and dividends 5,995,058 5,803,963
Net cash provided by investing activity 5,995,058 5,803,963 Net increase in cash and restricted cash 712,456 22,690,765 Cash and restricted cash, beginning of period 124,504,659 101,813,894 Cash and restricted cash, end of period $ 125,217,115 124,504,659 Reconciliation of operating income to cash provided by operating activities:

Operating income $ 21,281,617 2,288,612
Depreciation 18,565,441 18,236,421
Lease revenues 7,745,255 7,250,256
Lease expenses (1,000,000) —
Change in operating assets and liabilities:

Accounts receivable (5,341,562) 657,660
Accounts payable and accrued liabilities (9,639,711) 22,428,022 Unearned revenue (7,219,425) (1,381,623)
Net cash provided by operating activities $ 24,391,615 49,479,348 Noncash operating and capital financing activities:

Equipment purchases included in accounts payable and accrued expense $ (58,884) (147,638) See accompanying notes to financial statements.
10 DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
11 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 (1) Organization and Reporting Entity
(a) Organization
On June 8, 2010, residents of Santa Clara voted to adopt Measure J, the Santa Clara Stadium Taxpayer Protection and Economic Progress Act, resulting in the approval to construct a new 68,500-seat football stadium (the Stadium) to be leased to the San Francisco 49ers (49ers). In addition, Measure J called for the creation of the Santa Clara Stadium Authority to own, develop, construct, operate, and maintain the Stadium project. The City of Santa Clara, California (City) and the City of Santa Clara Redevelopment Agency (Agency) entered into a Joint Exercise of Powers Agreement (JPA Agreement) establishing the Santa Clara Stadium Authority (Stadium Authority). The JPA Agreement was later amended to add the Bayshore North Project Enhancement Authority as a member of the Stadium Authority. On June 28, 2011, the Governor signed into law Assembly Bill No. X1 26 (ABX1 26), which called for the dissolution of Redevelopment Agencies throughout the State. The California State Supreme Court upheld ABX1 26, and as a result, on February 1, 2012, all California Redevelopment Agencies were dissolved. The Successor Agency of the City of Santa Clara (Successor Agency) then assumed the obligations of the Agency under the JPA Agreement. (b) Financial Reporting Entity
As defined by US generally accepted accounting principles (GAAP), the financial reporting entity consists of a primary government, as well as its component units, which are legally separate organizations for which the elected officials of the primary government are financially accountable.

Financial accountability is defined as:
1) Appointment of a voting majority of the component unit’s board and either (a) the ability to impose will by the primary government or (b) the possibility that the component unit will provide a financial benefit to or impose a financial burden on the primary government; or 2) Fiscal dependency on the primary government.

Based upon the application of these criteria, the Stadium Authority has no component units. However, the Stadium Authority is a component unit of the City due to the Mayor and City Council serving as the Board of the Stadium Authority and therefore meeting the financial accountability criteria. The City Manager serves as the Executive Director. The debt which was incurred for the construction of the Stadium is the responsibility of the Stadium Authority. The City is not a party to the debt nor has the City guaranteed such debt.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Stadium Authority have been prepared in conformity with GAAP, as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard setting body for establishing government accounting and financial reporting principles. The Stadium Authority is included as an enterprise fund in the City’s Annual Financial Report, and therefore, these financial statements do not purport to represent the financial position and changes in financial position of the City.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
12 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 (b) Basis of Accounting and Measurement Focus
The Stadium Authority reports its activities as a business -type activity. The financial statements include statements of net position, statements of revenues, expenses, and changes in net position, and statements of cash flows, and are accounted for using the “economic resources” measurement focus and the accrual basis of accounting. Accordingly, all assets and liabilities (whether current or noncurrent) are included on the statements of net position. Reported net position is segregated into three categories – net investment in capital assets, restricted, and unrestricted. The statements of revenues, expenses, and changes in net position present increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which a liability is incurred.

Operating revenues are those revenues that are generated from the primary operations of the Stadium Authority. All other revenues are reported as nonoperating. Operating expenses are those expenses that are essential to the primary operations of the fund. All other expenses are reported as nonoperating expenses.
(c) Year-End
An amendment was made to the JPA Agreement on November 13, 2012 in part to change the fiscal year of the Stadium Authority from a July 1 through June 30 fiscal year to an April 1 through March 31 fiscal year to conform with the fiscal year of Stadium Funding Trust. (d) Cash, Restricted Cash, and Restricted Cash with Fiscal Agent The Stadium Authority’s cash is not pooled with the City but is held in separate bank and trust accounts.
(i) Composition of Cash, Restricted Cash, and Restricted Cash with Fiscal Agent Cash, restricted cash, and restricted cash with fiscal agent at March 31, 2025 and 2024 consist of cash deposits in banks.

Restricted cash includes revenue that has not yet been transferred to Stadium Funding Trust accounts. On the fifteenth of the following month, all revenue is swept into the Stadium Funding Trust accounts as required by the Deposit and Disbursement Agreement and becomes restricted cash with fiscal agent. It also includes cash dedicated to construction and the capital expenditure, operating, and renovation/demolition reserve accounts.

Restricted cash with fiscal agent consists of stadium deposits pledged to a syndicate of lenders.

The application of these deposits is restricted to Stadium Authority operations and debt service. (ii) Reserves Authorized by Debt Agreements
Stadium Authority maintains required amount of cash and investments with trustees or fiscal agents under the terms of certain debt issues. These funds are unexpended bond proceeds or are pledged reserves to be used if Stadium Authority fails to meet its obligations under these debt issues. The California Government Code 53601 (L) allows these funds to be invested in DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
13 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 accordance with the statutory provisions governing the issuance of those bonds, indebtedness, other arrangements, or certificates of participation in accordance with the ordinance, resolution, indenture, or agreement of the local agency providing for the issuance. (iii) Custodial Credit Risk
Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. Under California Government Code Section 53651, depending on specific types of eligible securities, a bank must deposit eligible securities posted as collateral with its agent having a fair value of 105% to 150% of the Stadium Authority’s cash on deposit. All of the deposits are either insured by the Federal Depository Insurance Corporation (FDIC) or collateralized with pledged securities held in the trust department of the financial institutions.
(e) Accounts Receivable
Accounts receivable are recorded in the Stadium Authority’s accounts at the amounts that are contractually due. Accounts receivable include payments due from ManagementCo as a result of the operations of non-National Football League (NFL) events held at the Stadium and the overpayment of stadium manager expenses. Naming Rights revenue due from Levi’s Strauss & Co., special tax proceeds collected by the Community Facilities District (CFD) and not yet paid to Stadium Authority pursuant to the CFD Reimbursement Agreement, and other miscellaneous receivables are also included as accounts receivable in the statements of net position. (f) Capital Assets
Capital assets are valued at historical cost or estimated historical cost if actual historical cost is not available. Contributed capital assets are valued at their estimated fair value on the date contributed.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets with a value over $10,000 and is charged as an expense against operations.

Useful lives
(years)
Buildings 20–50
Machinery and equipment 2–25

The cost of maintenance, repairs, minor replacements, and renewals are charged to operations as incurred. Major replacements, renewals, and betterments are capitalized. Sales and retirements of depreciable property are recorded by removing the related cost and accumulated depreciation from the accounts. Gains or losses on sales and retirements of property are reflected in the statements of revenues, expenses, and changes in net position.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
14 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 (g) Unearned Revenue and Revenue Recognition
Stadium Builder License (SBL) proceeds and payments received for other license agreements are initially recorded as unearned revenue and are recognized as revenue over the term of the contracts.

SBL defaults are recognized in the year earned. Rental income is recognized as revenue based on GASB 87 over the term of the Stadium Lease (note 2(k)).

Non-NFL event revenue, NFL ticket surcharge, Non-NFL ticket surcharge, and other operating revenues are recognized as they are earned.
(h) Risk Management
Per the terms of the Stadium Lease, during operations, the Forty Niners SC Stadium Company LLC (StadCo) procures insurance and the Stadium Authority pays a proportionate share to StadCo. (i) Income Taxes
The Stadium Authority falls under the purview of Internal Revenue Code, Section 115 and corresponding California Revenue and Taxation Code provisions. As such, the Stadium Authority is not subject to federal or state income taxes.
(j) Use of Estimates
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
(k) Lease Agreements
GASB 87, Leases, requires a lessee to recognize a lease liability and an intangible right-to-use lease asset, and a lessor to recognize a lease receivable and a deferred inflow of resources, for all leases.

Lessee – The Stadium Authority is a lessee for a noncancelable ground lease. The Stadium Authority recognizes any lease liability with an initial and individual value of $100,000, and an intangible right ‐to‐ use leased asset (lease asset) in the statements of net position.

At the commencement of a lease, the Stadium Authority initially measures the lease liability at the present value of payments expected to be made during the lease term. Subsequently, the lease liability is reduced by the principal portion of lease payments made. The lease asset is initially measured as the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus certain initial direct costs. Subsequently, the lease asset is amortized on a straight‐line basis over its useful life.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
15 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 Key estimates and judgments related to leases include how the Stadium Authority determines (1) the discount rate it uses to discount the expected lease payments to present value, (2) lease term, and (3) lease payments as follows:
 The Stadium Authority uses the interest rate charged by the lessor as the discount rate. When the interest rate charged by the lessor is not provided, the Stadium Authority generally uses its estimated incremental borrowing rate as the discount rate for leases. The Stadium Authority used a

2.18% discount rate for the expected lease payments to present value.  The lease term includes the noncancelable period of the lease and options to extend that it is reasonably certain to exercise. The Stadium Authority has included the exercise of one of the four-year renewal options due to the time it would take and the complexity of negotiating new lease terms with lessor.
 Lease payments included in the measurement of the lease liability are composed of fixed payments and purchase option price that the Stadium Authority is reasonably certain to exercise.

The Stadium Authority monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease asset and liability if certain changes occur that are expected to significantly affect the amount of the lease liability. The Stadium Authority has the Ground Lease with the City (note 6). As of March 31, 2025, the balances related to the lease liability and right-to-use were $29.3 million and $26.3 million respectively. The lease has remaining terms of 34 years as of April 1, 2024. For both years ended March 31, 2025 and March 31, 2024, the Stadium Authority recognized $798 thousand in lease amortization expense and $648 thousand in interest expense related to this lease.

A summary of lease liability activity during the year ended March 31, 2025 is as follows:

March 31, March 31,
2024 Additions Reductions 2025
Lease liability $ 29,321,106 — (6,542) 29,314,564
Total lease liability $ 29,321,106 — (6,542) 29,314,564

A summary of lease liability activity during the year ended March 31, 2024 is as follows:

March 31, March 31,
2023 Additions Reductions 2024
Lease liability $ 29,321,106 — — 29,321,106
Total lease liability $ 29,321,106 — — 29,321,106

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
16 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 Right-to-use leased assets for the years ended March 31, 2025 is as follows:

March 31, March 31,
2024 Additions Reductions 2025
Right-to-use leased assets
being depreciated:

Land $ 29,530,929 — — 29,530,929
Total right-to-use
leased assets 29,530,929 — — 29,530,929
Less accumulated
depreciation for:

Land (2,394,400) — (798,133) (3,192,533)
Total accumulated
depreciation (2,394,400) — (798,133) (3,192,533)
Total right-to-use
leased assets,
net $ 27,136,529 — (798,133) 26,338,396

Right-to-use leased assets for the years ended March 31, 2024 is as follows:

March 31, March 31,
2023 Additions Reductions 2024
Right-to-use leased assets
being depreciated:

Land $ 29,530,929 — — 29,530,929
Total right-to-use
leased assets 29,530,929 — — 29,530,929
Less accumulated
depreciation for:

Land (1,596,266) — (798,134) (2,394,400)
Total accumulated
depreciation (1,596,266) — (798,134) (2,394,400)
Total right-to-use
leased assets,
net $ 27,934,663 — (798,134) 27,136,529

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
17 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 Future principal and interest payments on the lease liability are as follows as of March 31, 2025:

Principal Interest
Year ending March 31:
2026 $ 354,518 645,482
2027 362,325 637,675
2028 370,303 629,697
2029 378,456 621,544
2030 486,790 613,210
2031-2035 2,699,528 2,900,472
2036-2040 3,532,624 2,567,376
2041-2045 4,461,569 2,138,431
2046-2050 5,497,391 1,602,609
2051-2055 6,632,387 947,613
2056-2058 4,538,673 201,327
Total $ 29,314,564 13,505,436

Lessor – The Stadium Authority is a lessor for noncancelable leases of land and building. The Stadium Authority recognizes a lease receivable and a deferred inflow of resources in the financial statements.

At the commencement of a lease, the Stadium Authority initially measures the lease receivable at the present value of payments expected to be received during the lease term. Subsequently, the lease receivable is reduced by the principal portion of lease payments received. The deferred inflow of resources is initially measured as the initial amount of the lease receivable, adjusted for lease payments received at or before the lease commencement date. Subsequently, the deferred inflow of resources is recognized as revenue on a straight-line basis over the life of the lease term.

Key estimates and judgments include how the Stadium Authority determines (1) the discount rate it uses to discount the expected lease receipts to present value, (2) lease term, and (3) lease receipts as follows:
 The Stadium Authority uses its estimated incremental borrowing rate as the discount rate for leases. The Stadium Authority used a 2.18% discount rate for the expected lease payments to present value.
 The lease term includes the noncancelable period of the lease and options to extend it believes the lessee is reasonably certain to exercise. The Stadium Authority has included the exercise of one of the four-year renewal options due to the time it would take and the complexity of negotiating new lease terms with lessee.
 Lease receipts included in the measurement of the lease receivable comprises fixed payments from the lessee.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
18 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 The Stadium Authority monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease receivable and deferred inflows of resources if certain changes occur that are expected to significantly affect the amount of the lease receivable. The Stadium Authority has the Stadium Lease with StadCo (note 6). As of March 31, 2025, the balances related to the lease receivable and deferred inflow of resources were $582.3 million and $561.6 million, respectively. As of March 31, 2024, the lease receivable and deferred inflow of resources were $594.2 million and $578.6 million, respectively. The lease has remaining terms of 34 years as of April 1, 2024. As of March 31, 2025, the Stadium Authority recognized $17.0 million in lease revenue under the rents and licensing revenue category and $12.8 million in interest revenue. Similarly, as of March 31, 2024, the Stadium Authority also recognized $17.0 million in lease revenue under rents and licensing revenue category and $13.1 million in interest revenue.

A summary of lease receivable activity during the year ended March 31, 2025 is as follows:

March 31, March 31,
2024 Additions Reductions 2025
Lease receivable $ 594,217,262 — (11,926,764) 582,290,498 Total lease
receivable $ 594,217,262 — (11,926,764) 582,290,498

A summary of lease receivable activity during the year ended March 31, 2024 is as follows:

March 31, March 31,
2023 Additions Reductions 2024
Lease receivable $ 605,887,066 — (11,669,804) 594,217,262 Total lease
receivable $ 605,887,066 — (11,669,804) 594,217,262

A summary of deferred inflows of resources activity during the year ended March 31, 2025 is as follows:

March 31, March 31,
2024 Additions Reductions 2025
Deferred inflows
leases related $ 578,569,323 — (17,016,745) 561,552,578 Total deferred
inflows leases
related $ 578,569,323 — (17,016,745) 561,552,578

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
19 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 A summary of deferred inflows of resources activity during the year ended March 31, 2024 is as follows:

March 31, March 31,
2023 Additions Reductions 2024
Deferred inflows
leases related $ 595,586,067 — (17,016,744) 578,569,323 Total deferred
inflows leases
related $ 595,586,067 — (17,016,744) 578,569,323

Future principal and interest receipts from the lease receivable are as follows as of March 31, 2025:

Principal Interest
Year ending March 31:
2026 $ 12,189,380 12,572,620
2027 12,457,780 12,304,220
2028 12,732,090 12,029,910
2029 13,012,439 11,749,561
2030 13,298,962 11,463,038
2031-2035 71,018,394 52,791,606
2036-2040 79,189,208 44,620,792
2041-2045 88,300,091 35,509,909
2046-2050 98,459,200 25,350,800
2051-2055 109,787,135 14,022,865
2056-2058 71,845,819 2,440,181
Total $ 582,290,498 234,855,502

(l) Prior Period Correction of an Error
During the financial reporting process for March 31, 2025 the Stadium Authority reviewed the accounting and reporting for SBL revenue received from defaulted SBL holders and identified errors related to recognition of this revenue and the related unearned revenue calculations as of March 31, 2024. The Stadium Authority determined these to be immaterial corrections of prior year errors and has revised the March 31, 2024 applicable accounts. The beginning net position for fiscal year 2024 was increased by $23.1 million from $118.2 million to $141.3 million.

DRAFT

FY 2024
previously SBL Revenue FY 2024
reported correction as corrected
Current liabilities:

Unearned revenue, current portion $ 16,900,628 (798,536) 16,102,092 Noncurrent liabilities:

Unearned revenue 431,418,058 (23,157,213) 408,260,845
Total change in liabilities (23,955,749)
Net position:

Unrestricted deficit (421,021,112) 23,955,749 (397,065,363) Total changes in liabilities and
net position $ —

The statements of revenues, expenses and changes in net position for fiscal year 2023-24 was adjusted as follows:

FY 2024
previously SBL Revenue FY 2024
reported correction as corrected
Operating revenues:

Rents and licensing $ 40,496,522 840,750 41,337,272
Total change
in operating income 840,750
Total change in net position 840,750
Net position – beginning of period 118,261,936 23,114,999 141,376,935 Net position – end of period $ 129,654,706 23,955,749 153,610,455

DRAFT

(3) Stadium Development
(a) Transaction Overview
During fiscal year 2011-12, the Stadium Authority and StadCo entered into a series of agreements in connection with the construction of the Stadium. The Stadium was constructed and is owned by the Stadium Authority; certain tenant improvement components are owned by StadCo. Construction on the Stadium began in April 2012 and it was substantially completed in July 2014, in time for the 2014 NFL season.

The City owns the land on which the Stadium was constructed. The City has leased the land to the Stadium Authority under a ground lease, and the Stadium Authority has leased the Stadium to StadCo for the six-month period from August through January (the NFL season) of each year, for an initial lease term of 40 years. The Stadium Lease commenced in August 2014 upon substantial completion of construction.

The Stadium Authority and StadCo have engaged ManagementCo, an affiliate of StadCo, to manage the Stadium on a year-round basis. The Stadium Management Agreement has an initial term of 25 years, plus a 15-year renewal option. The Stadium Authority pays ManagementCo for services related to its operations on behalf of the Stadium Authority. For the years ended March 31, 2025 and 2024, ManagementCo charged the Stadium Authority $7.7 million and $8.6 million in shared expenses, and $9.4 million and $8.5 million in other operating and management expenses, respectively. (b) Construction Funding
Funding for construction of the Stadium, excluding tenant improvements funded by StadCo, falls into three major categories: an initial construction loan from a bank syndicate, which was refinanced during 2013 as described below; funding from the StadCo Subordinated Loan; and construction period and other revenues.
(i) Stadium Construction Loan Facility
The initial financing included a delayed draw term loan facility (the Construction Facility) provided by a syndicate of banks (the Lenders) to Stadium Funding Trust (FinanceCo). FinanceCo, a Delaware statutory trust, entered into the Construction Facility with the Lenders and then issued a loan facility to the Stadium Authority in the amount of $450 million (the Authority Loan). The Construction Facility had a maturity date of September 1, 2015. In June 2013, FinanceCo and the Stadium Authority refinanced the Construction Facility, resulting in FinanceCo paying off the Construction Facility and entering into a new debt structure that includes 26-year fixed rate notes and a delayed draw 5-year loan facility. FinanceCo then issued a new loan facility to the Stadium Authority in the amount of $450 million. The Stadium Authority’s loan facilities are discussed in note 5.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
13 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 (ii) StadCo Subordinated Loan
In March 2012, StadCo agreed to loan the Stadium Authority up to $500 million (the Subloan) to be used for the construction of Levi’s Stadium. During the refinance process in June 2013, the interest rate on the Subloan was fixed and part of the then outstanding Subloan was paid down. The Subloan is discussed in note 5.
(iii) Construction Period and Other Revenues
Certain revenues were collected by the Stadium Authority while the Stadium was under construction. These construction period and other revenues primarily consist of SBL and naming rights revenues collected by the Stadium Authority.
(4) Capital Assets
Capital asset activity for the year ended March 31, 2025 is as follows:

Balance Balance
March 31, March 31,
2024 Additions Reductions 2025
Nondepreciable assets:

Construction in progress $ 4,202,330 7,062,604 (3,734,410) 7,530,524 Total nondepreciable
assets 4,202,330 7,062,604 (3,734,410) 7,530,524
Capital assets being depreciated:

Buildings 830,191,432 — — 830,191,432
Machinery and equipment 7,002,901 2,849,575 — 9,852,476 Less accumulated depreciation for:

Buildings (159,648,096) (16,625,028) — (176,273,124)
Machinery and equipment (3,179,119) (1,142,280) — (4,321,399) Net depreciable assets 674,367,118 (14,917,733) — 659,449,385 Net capital assets $ 678,569,448 (7,855,129) (3,734,410) 666,979,909

DRAFT

Balance Balance
March 31, March 31,
2023 Additions Reductions 2024
Nondepreciable assets:

Construction in progress $ 2,095,393 7,029,295 (4,922,358) 4,202,330 Total nondepreciable
assets 2,095,393 7,029,295 (4,922,358) 4,202,330
Capital assets being depreciated:

Buildings 826,227,884 3,963,548 — 830,191,432
Machinery and equipment 6,141,531 861,370 — 7,002,901 Less accumulated depreciation for:

Buildings (143,121,336) (16,526,760) — (159,648,096)
Machinery and equipment (2,267,592) (911,527) — (3,179,119) Net depreciable assets 686,980,487 (12,613,369) — 674,367,118 Net capital assets $ 689,075,880 (5,584,074) (4,922,358) 678,569,448

(5) Long-Term Debt
(a) Long-Term Debt Summary
Changes in long-term debt for the year ended March 31, 2025 consisted of the following:

Outstanding Outstanding
as of as of Amounts due
Issue Due Interest March 31, March 31, within one
Type of indebtedness date date rates 2024 Additions Reductions 2025 year Business type activity debt:

Stadium Funding Trust loan
Term A loan 06/19/13 04/01/39 5.00 % $ 199,956,240 — (7,299,896) 192,656,344 7,838,094 StadCo CFD Advance 04/01/13 12/31/54 5.73 28,711,586 — (1,758,666) 26,952,920 — Total $ 228,667,826 — (9,058,562) 219,609,264 7,838,094

DRAFT

Outstanding Outstanding
as of as of Amounts due
Issue Due Interest March 31, March 31, within one
Type of indebtedness date date rates 2023 Additions Reductions 2024 year Business type activity debt:

Stadium Funding Trust loan
Term A loan 06/19/13 04/01/39 5.00 % $ 215,415,240 — (15,459,000) 199,956,240 7,299,896 StadCo CFD Advance 04/01/13 12/31/54 5.73 29,859,497 — (1,147,911) 28,711,586 — Total $ 245,274,737 — (16,606,911) 228,667,826 7,299,896

(b) Stadium Funding Trust Loan
The Restated Credit Agreement by and among FinanceCo, the Stadium Authority and Goldman Sachs Bank was entered into on June 19, 2013. FinanceCo agreed to loan the Stadium Authority up to $450 million. Under the Restated Credit Agreement, the loan from FinanceCo consists of the Term A Loan and the Term B Loan. On March 31, 2016, the Stadium Authority paid the remaining amount due on the Term B Loan.
(i) Term A Loan
The Term A Loan was made in the amount of $282.8 million. This loan bears interest at a fixed rate of 5%, payable semiannually, with annual principal payments due beginning in April 2018. It has a maturity date in 2039 and is subject to certain prepayment premiums. The loan was fully drawn at closing. Debt service on this loan is secured by a pledge of available SBL revenues of Stadium Authority.

During the years ended March 31, 2025 and 2024 the Stadium Authority recorded $9.6 million and $10.0 million in interest expense and made a principal payments of $7.3 million and $15.5 million, respectively. As of March 31, 2025 and 2024, $192.7 million and $200.0 million was outstanding, respectively.

In the event of default under the loan agreement, FinanceCo has the right, upon written notice to the Stadium Authority, to accelerate and declare the Stadium Authority’s obligation to repay the related loan to FinanceCo to be immediately due and payable. (c) StadCo CFD Advance
In May 2010, the City completed the proceedings to establish CFD for the purpose of financing certain publicly owned facilities and public services associated with the Stadium.

On June 11, 2013, the CFD, the Stadium Authority, and StadCo entered into a Reimbursement Agreement under which the CFD would agree to reimburse the Stadium Authority for costs of the DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
16 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 publicly owned facilities and public services constructed for the Stadium. The reimbursement can only be made from the special tax generated by the CFD, as and when received by the CFD.

StadCo has agreed to advance to the Stadium Authority funds to pay for the CFD Infrastructure (StadCo CFD Advance). To evidence the Stadium Authority’s obligation to repay the StadCo CFD Advance, the Stadium Authority and StadCo also executed a note on June 11, 2013. The StadCo CFD Advance has a maximum principal of $38 million and an interest rate of 5.73%.

During the year ended March 31, 2025, as the special CFD tax was submitted to the Stadium Authority, a number of payments were made on the StadCo CFD Advance. StadCo CFD Advance payments were made midway through each quarter. The interest that accrued between the last StadCo CFD Advance payment and the end of the year is added to principal.

During the years ended March 31, 2025 and 2024 the Stadium Authority recorded $1.6 million and $1.7 million in interest expense and made principal payments of $1.8 million and $1.1 million, respectively.

As of March 31, 2025 and 2024, $27.0 million and $28.7 million was outstanding, respectively. (d) StadCo Subordinated Loan
The Restated StadCo Obligations Agreement dated as of June 19, 2013 was entered into by and between StadCo and the Stadium Authority as part of the take-out financing process. Under the Restated StadCo Obligations Agreement, StadCo will loan the Stadium Authority an amount not to exceed $500 million with a fixed 5.50% interest rate. Required principal repayments started in March 2016 and the Stadium Authority may prepay the loan at any time. Debt service on this loan is secured by a pledge of available Stadium Authority revenues on a basis subordinate to outstanding senior loans, if any.

As of March 31, 2025 and 2024, there was no balance outstanding.

In the event of default under the loan agreement, StadCo has the right, upon written notice to the Stadium Authority, to accelerate and declare the Stadium Authority’s obligation to repay the related loan to StadCo to be immediately due and payable.
(e) Management Company Revolving Loan
The Management Company Revolving Loan dated as of March 28, 2012 was entered into by and between the Stadium Authority and ManagementCo. The Management Company Revolving Loan provides borrowing to the Stadium Authority in an amount not to exceed $25 million through the earlier of the end of the term of the Stadium Lease or the expiration of the Stadium Management Agreement, with interest at the prime rate payable quarterly. The Management Company Revolving Loan may be used solely for the purpose of enabling the Stadium Authority to pay Covered Stadium Authority Operating Expenses (as defined in the agreement) to the extent, and only to the extent, that funds are not otherwise available.

As of March 31, 2025 and 2024, there was no balance outstanding.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
17 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 (f) Pledge of Future Revenues
The pledge of future revenues ends upon repayment of the $192.7 million in outstanding principal on the Term A which is scheduled to occur in fiscal year 2039-40. For fiscal year 2024-25, revenues including operating revenues and nonoperating interest earnings amounted to $102.4 million and operating costs including operating expenses, but not interest, depreciation, or amortization amounted to $43.5 million. Net revenues available for debt service amounted to $58.9 million, which represented a coverage ratio of 7.6 on the $7.8 million of debt service to be paid in the coming year. (g) Long-Term Debt Maturities
Future principal and interest amounts due on long-term debt are as follows as of March 31, 2025:

Principal Interest
Year ending March 31:
2026 $ 7,838,094 10,785,314
2027 8,404,934 10,365,068
2028 9,001,865 9,914,975
2029 9,630,410 9,433,454
2030 10,292,166 8,918,846
Thereafter 174,441,795 76,583,896
Total $ 219,609,264 126,001,553

(6) Leases
(a) Ground Lease
On February 28, 2012, the Stadium Authority entered into a lease (the Ground Lease) with the City whereby the City leases the Stadium site to the Stadium Authority. The Ground Lease was amended on June 19, 2013. On May 28, 2024, the Second Amendment to the Ground Lease was executed to implement the terms of the 2024 Settlement Agreement (note 7).

The Ground Lease has an initial term of 40 years. The first lease year commenced on the first day following the substantial completion of construction (August 1, 2014) and ended on the next following March 31. The subsequent lease years will start on April 1 and end on the following March 31. The Stadium Authority will have five successive extension options, each four years in duration, which would commence following the initial term expiration date.

The Ground Lease provides that the City will receive a fixed ground rent (Fixed Ground Rent) of $180 thousand for the first year of Stadium operations payable by the Stadium Authority. Beginning in the second year of Stadium operations and annually thereafter through the tenth year of Stadium operations, the Fixed Ground Rent will increase annually by $35 thousand. Beginning in the 11th year of Stadium operations, Fixed Ground Rent will be increased to equal $1 million, and thereafter will be increased by $100 thousand every five years through the end of the initial term of the Ground Lease. If the term of the Ground Lease is extended, then, during the first extension term, the Fixed Ground Rent will equal $1.58 million; and if and to the extent the Ground Lease is further extended, the Fixed DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
18 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 Ground Rent will be increased by $80 thousand every four years thereafter through the expiration of the term of the Ground Lease. Stadium Authority paid the City $1 million and $495 thousand in ground rent in each of the fiscal years ended March 31, 2025 and 2024.

Future minimum payments due under the lease are as follows:

Lease
Payments
Year ending March 31:
2026 $ 1,000,000
2027 1,000,000
2028 1,000,000
2029 1,000,000
2030 1,100,000
Thereafter 31,400,000
Total $ 36,500,000

The Ground Lease also provides that the City will receive a performance-based rent equal to 50% of the net income from Non-NFL events, less certain credits including 50% of the Fixed Ground Rent, payable by the Stadium Authority. If certain of the credits are not used within the year incurred or the next ten succeeding years, the credits will expire. The Stadium Authority reported a net Non-NFL event revenue of $10.2 million and $8.3 million in each of the fiscal years ended March 31, 2025 and 2024, which triggers a performance-based rent payment to the City. Performance-based rent payments of $4.6 million and $3.2 million have been made to the City for fiscal years ended March 31, 2025 and 2024, respectively.
(b) Stadium Lease
On March 28, 2012, the Stadium Authority entered into a lease with StadCo whereby the Stadium Authority leases the Stadium to StadCo. On June 19, 2013, the same parties entered into an Amended and Restated Stadium Lease Agreement (the Stadium Lease). The Stadium Lease was amended on May 28, 2024 to implement the terms of the 2024 Settlement Agreement (note 7).

The Stadium Lease has an initial term of 40 years commencing on the first day following the substantial completion of construction (August 1, 2014) and includes five successive options to extend the term by four years each. The Stadium Lease is divided into two seasons:
 The Tenant Season, which includes the NFL season (including preseason, regular season, and postseason NFL games) and runs from August 1 through January 31; and  The Stadium Authority Season, which runs from February 1 through July 31.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
19 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 Pursuant to the Stadium Lease, the Stadium Authority and StadCo will be entitled to receive and collect separate revenues. Rent payable by StadCo to the Stadium Authority is $24.8 million per year. The lease also provides for a fair market rent adjustment in year 33.

The Stadium Authority received $24.8 million in stadium rent from StadCo in each of the fiscal years ended March 31, 2025 and 2024.

The Stadium Authority may elect to expand the Tenant Season to consist of the entire lease year, from April 1 through the next succeeding March 31 (Stadium Authority Put Right), by delivering written notice to StadCo. The Stadium Authority Put Right may be exercised at any time during lease year 13, or at any time that the Management Company Revolving Loan balance exceeds $20 million. The expansion of the Tenant Season will be effective as of the applicable Tenant Season Expansion Date as set forth in the Stadium Lease. Effective from and after the Tenant Season Expansion Date and continuing through the remainder of the Stadium Lease term, the Tenant Season will consist of the entire lease year.
(7) Commitments and Contingencies
(a) Asset Retirement Obligation
Pursuant to the Ground Lease, the Stadium Authority may be required to demolish the Stadium and other improvements at the end of the lease term, upon written notice from the City. Pursuant to the Stadium Lease, the Stadium Authority has been establishing reserves to fund the cost of demolishing the stadium at the end of the lease term. While such reserves are projected to cover the entire demolition cost, StadCo will be responsible for funding any shortfall. (b) 2024 Settlement Agreement
On May 23, 2024, the Stadium Authority, the City, StadCo, and ManagementCo entered into the 2024 Settlement Agreement that resolved pending arbitration and disputes regarding the reimbursement of expenses for complementary buffets provided to certain SBL holders, the NFL public safety cost threshold and related claims, as well as other miscellaneous terms and matters. The 2024 Settlement Agreement provided for amendments to the Ground Lease (Second Amendment) and the Stadium Lease (First Amendment), which were effective as of May 28, 2024. As part of the buffet costs settlement, StadCo’s claims against the Stadium Authority for unpaid buffet costs reimbursements for fiscal years 2014-15 through 2023-24 were resolved and deemed satisfied, and ManagementCo.’s previous (and disputed) draw under the Revolving Credit Agreement to reimburse StadCo for $902 thousand for buffet costs in fiscal year 2022-21 was deemed a timely payment by Stadium Authority.

The 2024 Settlement Agreement also provided a new $90 thousand buffet reimbursement fee per NFL Game owed by Stadium Authority to StadCo, starting in fiscal year 2024-25, with the fee increasing each year by 3%. As part of the public safety costs settlement, the $14.8 million of public safety costs over the threshold for fiscal year 2017-18 through fiscal year 2023-24 owed by Stadium Authority to StadCo was agreed to not be treated as Credited Public Safety Costs and therefore those credits would not affect the calculation of Performance Based Rent. This cost due to StadCo has been redefined as Public Safety Cost 2024 Outstanding Balance, which would be paid from a legal contingency reserve and future excess revenues until paid off. In fiscal year 2024–25, the Stadium Authority made a payment of $3.3 million from a legal contingency reserve and a payment of $6.2 DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
20 (Continued)
DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 million from excess revenues toward the Public Safety Cost 2024 Outstanding Balance, as agreed. The Stadium Authority is expected to use a portion of its excess revenues to pay off the remaining $5.3 million in future years.

The 2024 Settlement Agreement also allows for the payment of the Performance Based Rent from the Stadium Authority to the City in the amount of $7.3 million for fiscal years 2022-23 and 2023-24. (c) Public Safety Costs Over Threshold
Pursuant to the May 2024 Settlement Agreement, on May 28, 2024, the Stadium Authority entered into the First Amendment to Amended and Restated Stadium Lease Agreement with the Forty Niners SC Stadium Company LLC (StadCo). Under that amendment agreement, reimbursements for Public Safety Cost 2024 Outstanding Balance will be partially paid using Litigation Contingency Reserves, with the remainder to be paid through excess revenues. As of March 31, 2025, the Stadium Authority has $5.3 million outstanding in the Public Safety Cost 2024 Outstanding Balance included within accounts payable.

In addition, the annual NFL Public Safety Cost Threshold was increased to $360 thousand per game for lease year ending March 31, 2025, with a 4% escalator applied for each subsequent year. The amendment agreement also provided for a new Public Safety Costs Expenditures reserve account, funded in part by increases of Non-NFL Ticket Surcharges. To the extent that public safety costs for NFL events exceed the public safety cost threshold, StadCo will be reimbursed by the Stadium Authority through payments from the Stadium Authority’s Discretionary Fund or the Public Safety Cost Reserve. For fiscal year ending March 31, 2025, the Stadium Authority paid $2.5 million to StadCo for public safety costs over threshold.

DRAFT

SANTA CLARA STADIUM AUTHORITY
(a Component Unit of the City of Santa Clara, California) Notes to Financial Statements
March 31, 2025 and 2024
21 DRAFT 9/19/2025 10:34 AM 2024-25 SantaClaraStadiumAuthority FS v20 (d) Excess Revenue Distributions
Pursuant to the May 2024 Settlement Agreement and the related First Amendment to Amended and Restated Stadium Lease Agreement, the use of excess revenues was restructured to facilitate the reimbursement of the Public Safety Cost 2024 Outstanding Balance to StadCo and to allow for funds to be distributed to the City’s general fund. The flow of excess revenue was restructured such that, in the event the Renovation and Demolition Reserve is less than $70 million, the Stadium Authority will deposit up to 50% of available excess revenues in the Renovation and Demolition Reserve, up to 50% of available excess revenues to repay to StadCo the Public Safety Costs 2024 Outstanding Balance, and any remaining excess revenues to be treated additional disbursements, such as distribution to the City’s general fund. Once the Public Safety Costs 2024 Outstanding Balance is paid in full, the Stadium Authority will disburse up to 50% of the remaining excess revenues to the Renovation and Demolition Reserve, and the remainder of excess revenues can be distributed to the City’s general fund. After the Renovation and Demolition Reserve has $70 million, the remaining available excess revenues may be distributed by Stadium Authority to the City’s general fund.

For fiscal year ending March 31, 2025, the Stadium Authority transferred $12.3 million to the Renovation and Demolition Reserve, paid $6.2 million to StadCo to pay down the Public Safety Cost 2024 Outstanding Balance, and paid $6.2 million to the City’s general fund. (8) Subsequent Events
Management has evaluated subsequent events through September XX, 2025, which is the date the financial statements were available to be issued, and determined there are no other items to disclose.

DRAFT
Santa Clara Stadium AuthorityOverview of Santa Clara Stadium Authority Fiscal Year 2024/25 Annual Financial Statements and Audit Results Presentation by KPMG, LLPSeptember 22, 2025 Agenda•Audit Limitations and Methodology•Overview•Key Financial Highlights•Management’s Discussion and Analysis (MD&A) •Basic Financial Statements •Statements of Net Position•Statements of Revenues, Expenses, and Changes in Net Position•Notes to the Financial Statements•Additional Disclosures•Audit Results Presentation by KPMG, LLP•Recommendation2 Audit Limitations & Methodology •This was an audit of the Stadium Authority’s financial reports, processes, internal controls and the Stadium Authority’s shared expenses with Forty-Niners Stadium Management Company LLC (ManCo).•This financial audit is an independent evaluation of the Stadium Authority’s financial reports and reporting processes to provide reasonable assurance that the financial statements are accurate and complete. This is not an absolute guarantee that there were no human errors or miscommunications that could lead to a mistake.•Through various audit processes and procedures, auditors determine if controls and processes are in place to produce accurate and reasonable financial statements.•KPMG will discuss the audit processes and procedures in more detail during their presentation.3 Overview•KPMG has audited the Stadium Authority’s Financial Statements as required by section 5.1(a) of the Credit Agreement.•The Financial Statements cover the 2024/25 fiscal year (April 1, 2024 to March 31, 2025) with comparative data from the 2023/24 fiscal year.•Goal of an Unmodified (i.e., “clean”) opinion expressed by the auditors.•Reports will be available on the City’s Stadium Authority webpage.4 Key Financial Highlights•Management’s Discussion and Analysis (page 3)•Introduces the financial statements and provides an analytical overview of the SCSA financial activities.•SCSA’s net position was $179.2 million, an increase of $25.6 million when compared to the prior year.•Debt service payments during the fiscal year totaled $20.3 million and overall outstanding long-term debt decreased by $9.1 million.5 Key Financial Highlights•Management’s Discussion and Analysis (page 4) continued•During this fiscal year, there were ten National Football League (NFL) games, eight large-scale ticketed non-NFL events and sixty-seven smaller special events held at Levi’s Stadium. The Stadium Authority recognized $83.3 million in operating revenue and $62.0 million in operating expenses.•Revenue from Non-NFL events were $23.8 million, and the related expenses were $13.6 million resulting in net Non-NFL event revenue of $10.2 million.•ManCo provided the Non-NFL events’ year-end documents on June 30, 2025.6 Key Financial Highlights•Statements of Net Position (page 8)•Financial statement that reports the assets, liabilities, and net position of the Stadium Authority.•Total Assets were $1.4 billion, with Levi’s Stadium being the largest asset with a carrying value of $653.9 million, net of depreciation.•Total Liabilities were $685.6million made up mostly of outstanding debt equaling $219.6 million and unearned revenues relating to Stadium Builder’s Licenses (SBL’s) of $410.7 million.7 Key Financial Highlights•Statements of Revenues, Expenses, and Changes in Net Position (page 9)•Financial statement that reports the increases and decreases in the Stadium Authority’s net position (revenues and expenses)•Operating Revenues – Total $83.3 million•Charges for Services were $41.1 million including $23.8 million in Non-NFL event revenue, $14.6 million in NFL ticket surcharge, $1.4 million in Non-NFL event ticket surcharge, $816 thousand STR revenue and $279 thousand in senior/youth fees.•Rents and Licensingrevenues were $42.3 million including $24.8 million of lease revenue, SBL revenue recognition of $15.3 million, and naming rights revenue recognition of $9.8 million offset by $7.6 million from GASB 87 lease revenue adjustment.8 Key Financial Highlights•Statements of Revenues, Expenses, and Changes in Net Position (cont.)•Operating Expenses – Total $62.0 million•Lease Expenses were $4.9 million including $4.6 million for performance-based rent for FY 24/25 and $279 thousand senior/youth fees •Materials, Services and Supplies were $36.3 million including $13.6 million for Non-NFL event expenses, Shared Stadium Expenses of $8.4 million, $3.4 million of insurance expenses and $3.4 million of SBL sales and service expenses•Selling, general, and administrative expenses were $2.3 million, and Depreciationtotaled $18.6 million•Other expense of $6.2 million was the Stadium Authority excess revenue transfer to the City 9 Key Financial Highlights
• Notes to the Financial Statements (page 12)
• Note 1 (l) – Prior Period Correction of an Error
• Accounting adjustment to SBL revenue recognition for defaulted SBLs which resulted in a prior period increase to net position of $23.1 million • Note 4 – Capital Assets
• Note 5 – Long-Term Debt
• Note 7 – Commitments and Contingencies
10 Audit Results Presentation by KPMG, LLP11
Recommendation•Accept the Santa Clara Stadium Authority Fiscal Year 2024/25 Annual Financial Statements and recommend that the Stadium Authority note and file the report at the October 7, 2025 Joint Council and Authorities Concurrent and Stadium Authority meeting.12

8© 2025 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

11© 2025 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Uncorrected misstatements or matters underlying those uncorrected misstatements could potentially cause future-period financial statements to be materially misstated, even if we have concluded that the uncorrected misstatements are immaterial to the financial statements under audit.

18© 2025 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.

Audit CommitteeSeptember 22, 2025

Audit Committee
September 22, 2025