De La Rosa & Co. $443,000,000 Los Angeles County

NEW ISSUE — FULL BOOK-ENTRY-ONLY RATINGS: (See inside cover and “RATINGS” herein.) In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Participants, under existing statutes and court decisions and assuming continuing compliance with tax covenants described herein, (i) interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel to the Participants, under existing statutes, interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates is exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein. $443,000,000 LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES SERIES B $75,000,000 $135,200,000 LOS ANGELES COUNTY SCHOOLS POOLED LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES SERIES B-1 SERIES B-2 Evidencing and Representing Proportionate and Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in the Undivided Interests of the Owners Thereof in 2011-12 Tax and Revenue Anticipation Note of 2011-12 Tax and Revenue Anticipation Notes of Long Beach Unified School District Certain Los Angeles County School Districts $120,000,000 $60,350,000 LOS ANGELES COUNTY SCHOOLS POOLED LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES SERIES B-3 SERIES B-4 Evidencing and Representing Proportionate and Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in Undivided Interests of the Owners Thereof in 2011-12 Tax and Revenue Anticipation Notes of 2011-12 Tax and Revenue Anticipation Notes of Certain Los Angeles County School and Community College Districts Certain Los Angeles County School Districts $17,450,000 $1,500,000 LOS ANGELES COUNTY SCHOOLS POOLED LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES SERIES B-5 SERIES B-6 Evidencing and Representing Proportionate and Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in the Undivided Interests of the Owners Thereof in the 2011-12 Tax and Revenue Anticipation Note of 2011-12 Tax and Revenue Anticipation Note of Inglewood Unified School District Compton Community College District $33,500,000 LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES SERIES B-7 Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in 2011-12 Tax and Revenue Anticipation Notes of Certain Los Angeles County School Districts Date of Issue: Date of Delivery Maturity Dates: As shown on inside cover The Certificates will be delivered as fully registered certificates, without coupons, and when delivered will be registered in the name of The Depository Trust Company, New York, New York (“DTC”), or its nominee. DTC will act as securities depository for the Certificates. Individual purchases of beneficial interests in the Certificates will be made in book-entry form only and in the principal amount of $5,000 or any integral multiple thereof. Purchasers of such beneficial interests will not receive physical delivery of the Certificates. Principal and interest due with respect to such series of Certificates will be payable on the related maturity date set forth on the inside cover hereof (the “Maturity Date”) by the Treasurer and Tax Collector of the County of Los Angeles, acting as fiscal agent (in such capacity, the “Fiscal Agent”), to DTC. Interest is payable on the basis of a 360-day year of twelve 30-day months. DTC will in turn remit such principal and interest to the DTC Participants (as hereinafter defined), who will in turn remit such principal and interest to the Beneficial Owners (as hereinafter defined) of the Certificates (see “DESCRIPTION OF THE CERTIFICATES – Book-Entry System” herein). The Certificates will not be subject to prepayment prior to respective maturities. The Certificates evidence and represent a proportionate and undivided interest in (i) 2011-12 tax and revenue anticipation notes (individually, a “Note” and collectively, the “Notes”) issued by certain school and community college districts located within the County of Los Angeles (the “Participants”) and (ii) debt service payments on the Notes attributable to the Certificates to be made by the respective Participants. Each Participant has pledged certain unrestricted revenues as described herein for the payment of the principal of and interest on its Note, but no Participant has any obligation to pay the principal of or interest on the Note of any other Participant. In accordance with California law and resolutions of the governing board of each Participant, the Notes are general obligations of the respective Participants payable out of the taxes, income, revenue, cash receipts, and other moneys of such Participants received or accrued by the Participant for the general fund of such Participant for Fiscal Year 2011-12 and, to the extent the Notes are not paid from revenues pledged for the payment of the Notes, the Notes shall be paid with interest thereon from any other moneys of the Participants lawfully available therefor. Payments by a Participant of the principal of and interest on its Note shall fully discharge the obligations of such Participant to the Owners of the Certificates, notwithstanding nonpayment by one or more other Participants. The obligation of each Participant is a several and not a joint obligation and is strictly limited to such Participant’s repayment obligation under the applicable Participant Resolution and Note. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Certificates will be offered when, as and if executed and delivered to and received by the Underwriters, subject to approval as to their legality by Hawkins Delafield & Wood LLP, Los Angeles, California, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Underwriters by Fulbright & Jaworski L.L.P., Los Angeles, California. It is anticipated that the Certificates, in book-entry form, will be available for delivery through the facilities of DTC in New York, New York, on or about March 1, 2012. RBC CAPITAL MARKETS DE LA ROSA & CO. Dated: February 23, 2012

$75,000,000 $135,200,000 LOS ANGELES COUNTY SCHOOLS POOLED LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES CERTIFICATES SERIES B-1 SERIES B-2 Evidencing and Representing Proportionate and Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in the 2011-12 Tax and Undivided Interests of the Owners Thereof in 2011-12 Tax and Revenue Anticipation Note of Revenue Anticipation Notes of Long Beach Unified School District Certain Los Angeles County School Districts

$120,000,000 $60,350,000 LOS ANGELES COUNTY SCHOOLS POOLED LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES CERTIFICATES SERIES B-3 SERIES B-4 Evidencing and Representing Proportionate and Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in 2011-12 Tax and Undivided Interests of the Owners Thereof in 2011-12 Tax and Revenue Anticipation Notes of Revenue Anticipation Notes of Certain Los Angeles County School and Community College Districts Certain Los Angeles County School Districts

$17,450,000 $1,500,000 LOS ANGELES COUNTY SCHOOLS POOLED LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES CERTIFICATES SERIES B-5 SERIES B-6 Evidencing and Representing Proportionate and Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in the 2011-12 Tax and Undivided Interests of the Owners Thereof in the 2011-12 Tax and Revenue Anticipation Note of Revenue Anticipation Note of Inglewood Unified School District Compton Community College District $33,500,000 LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES SERIES B-7 Evidencing and Representing Proportionate and Undivided Interests of the Owners Thereof in 2011-12 Tax and Revenue Anticipation Notes of Certain Los Angeles County School Districts

PRINCIPAL AMOUNTS, RATINGS, INTEREST RATES, YIELDS, MATURITY AND CUSIP

Priced to CUSIP No. Series Rating Principal Amount Interest Rate Yield Maturity (54515E)(1)

B-1 SP-1+ $ 75,000,000 2.00% 0.25% 11/30/2012 CQ5 B-2 SP-1+ 135,200,000 2.00 0.35 12/31/2012 CR3 B-3 SP-1+ 120,000,000 2.00 0.45 1/31/2013 CS1 B-4 SP-1+ 60,350,000 2.00 0.60 1/31/2013 CT9 B-5 SP-1+ 17,450,000 2.00 0.75 1/31/2013 CU6 B-6 SP-1+ 1,500,000 2.00 1.00 1/31/2013 CV4 B-7 SP-1+ 33,500,000 2.00 0.45 12/31/2012 CW2

(1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the Underwriters, the Participants, nor the County is responsible for the selection or correctness of the CUSIP numbers set forth herein.

No dealer, broker, salesperson or other person has been authorized to give any information or to make any representation other than those contained in this Official Statement in connection with the offers made hereby and, if given or made, such information or representation must not be relied upon as having been authorized by the Participants. The information set forth in this Official Statement has been obtained from the Participants, the County of Los Angeles (see the caption “THE LOS ANGELES COUNTY POOLED SURPLUS INVESTMENTS”) and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstance create any implication that there has been no change in the affairs of the Participants since the date hereof. This Official Statement does not constitute an offer to sell the Certificates in any state or other jurisdiction to any person to whom it is unlawful to make such an offer in such state or jurisdiction.

This Official Statement is not to be construed as a contract with the purchasers of the Certificates. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts.

All summaries of the Notes, the Trust Agreements, the Resolutions (each as defined herein) and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions.

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

This Official Statement is submitted in connection with the execution and delivery of the Certificates referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.

Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget,” “project,” “forecast” or other similar words.

The Preliminary Official Statement has been “deemed final” by the Participants for purposes of Rule 15c2-12 of the Securities and Exchange Commission.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FORWARD-LOOKING STATEMENTS. NO ASSURANCE IS GIVEN THAT ACTUAL RESULTS WILL MEET THE FORECASTS CONTAINED HEREIN IN ANY WAY. THE PARTICIPANTS DO NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THESE FORWARD-LOOKING STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR DO NOT OCCUR.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE CERTIFICATES TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.

TABLE OF CONTENTS

Page

INTRODUCTION ...... 2 General ...... 2 THE TRANSACTION ...... 3 THE PARTICIPANTS ...... 4 DESCRIPTION OF THE CERTIFICATES ...... 5 The Certificates ...... 5 Book-Entry System ...... 6 SOURCES OF PAYMENT FOR THE CERTIFICATES ...... 7 The Notes ...... 7 Assignment of Notes ...... 8 Pledged Revenues ...... 8 Intercept Procedure ...... 10 Repayment Funds ...... 10 Investment of Note Proceeds and Repayment Funds ...... 11 THE TRUST AGREEMENTS ...... 12 LIMITATIONS ON REMEDIES ...... 13 No Joint Obligation ...... 13 Limitation on Remedies ...... 13 THE LOS ANGELES COUNTY POOLED SURPLUS INVESTMENTS...... 14 INVESTMENT OF PARTICIPANT FUNDS ...... 15 PARTICIPANT FINANCES ...... 15 Major Revenues ...... 16 Ad Valorem Property Taxes ...... 19 Proposition 98 ...... 20 State Assistance ...... 21 Federal Revenues ...... 29 Expenditures ...... 29 Financial Statements and Accounting Practices ...... 29 Reports and Certifications ...... 30 Budgets of Participants ...... 37 State Emergency Loan Program ...... 37 State Lottery ...... 38 Insurance ...... 39 CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS ...... 39 Article XIIIA of the California Constitution ...... 39 Legislation Implementing Article XIIIA ...... 39 Article XIIIB of the California Constitution ...... 40 Unitary Property ...... 40 Proposition 39 ...... 40

TABLE OF CONTENTS (continued) Page

Proposition 46 ...... 41 Proposition 218 ...... 41 Proposition 22 ...... 42 Future Initiatives ...... 43 TAX MATTERS ...... 43 Opinion of Bond Counsel ...... 43 Certain Ongoing Federal Tax Requirements and Covenants ...... 44 Certain Collateral Federal Tax Consequences ...... 44 Bond Premium ...... 44 Information Reporting and Backup Withholding ...... 45 CONTINUING DISCLOSURE ...... 45 LITIGATION ...... 47 RATINGS ...... 47 LEGAL MATTERS ...... 47 UNDERWRITING ...... 47 MISCELLANEOUS ...... 48

APPENDIX A – PARTICIPANT INFORMATION AND CASH FLOW STATEMENTS ...... A-1 APPENDIX B – COVERAGE ANALYSIS ...... B-1 APPENDIX C – PROPOSED FORM OF BOND COUNSEL OPINION ...... C-1

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OFFICIAL STATEMENT

$443,000,000 LOS ANGELES COUNTY SCHOOLS POOLED FINANCING PROGRAM 2011-12 POOLED TRAN PARTICIPATION CERTIFICATES SERIES B

INTRODUCTION

General

This Official Statement, including the cover page, inside cover, table of contents and appendices, sets forth certain information concerning $75,000,000 aggregate principal amount of the Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-1 (the “Series B-1 Certificates”), $135,200,000 aggregate principal amount of the Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-2 (the “Series B-2 Certificates”), $120,000,000 aggregate principal amount of the Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-3 (the “Series B-3 Certificates”), $60,350,000 aggregate principal amount of the Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-4 (the “Series B-4 Certificates”), $17,450,000 aggregate principal amount of the Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-5 (the “Series B-5 Certificates”), $1,500,000 aggregate principal amount of the Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-6 (the “Series B-6 Certificates”) and $33,500,000 aggregate principal amount of the Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-7 (the “Series B-7 Certificates,” and together with the Series B-1 Certificates, the Series B-2 Certificates, the Series B-3 Certificates, the Series B-4 Certificates, the Series B-5 Certificates and the Series B-6 Certificates, the “Certificates”). The Certificates evidence and represent proportionate and undivided interests in (1) 2011-12 Tax and Revenue Anticipation Notes (individually, a “Note” and collectively, the “Notes”) issued by certain school and community college districts (collectively, the “Participants,” and with respect to the Series B-1 Certificates, the “Series B-1 Participant,” with respect to the Series B-2 Certificates, the “Series B-2 Participants,” with respect to the Series B-3 Certificates, the “Series B-3 Participants,” with respect to the Series B-4 Certificates, the “Series B-4 Participants,” with respect to the Series B-5 Certificates, the “Series B-5 Participant,” with respect to the Series B-6 Certificates, the “Series B-6 Participant”) and with respect to the Series B-7 Certificates, the “Series B-7 Participants”) located in the County of Los Angeles (the “County”) participating in such series and (2) the debt service payments on the Notes attributable to the Certificates to be made by the respective Participants. Each Note is issued pursuant to Article 7.6, Sections 53850 et seq., and particularly under authority of Section 53853, of the California Government Code (the “Government Code”), and separate resolutions adopted by the governing board of each Participant (each, a “Participant Resolution” and collectively, the “Participant Resolutions”) and a resolution adopted by the County Board of Supervisors (the “Board of Supervisors”) on February 14, 2012 (the “County Resolution,” and collectively with the Participant Resolutions, the “Resolutions”).

The Certificates of each series will be executed and delivered by The Bank of New York Mellon Trust Company, N.A., acting as Certificate Agent (the “Certificate Agent”), pursuant to separate Trust Agreements dated as of March 1, 2012 related to each series (the “Trust Agreements”), between the County and the Certificate Agent, as authorized by the Resolutions. See “THE PARTICIPANTS” herein for a listing of the Participants and APPENDIX A – “PARTICIPANT INFORMATION AND CASH FLOW STATEMENTS” and APPENDIX B – “COVERAGE ANALYSIS” for a summary description of certain information relating to each Participant.

The Notes are being issued to provide operating cash for the Participants prior to their receipt of anticipated tax payments and other revenues. Imbalances in the Participants’ cash flows, resulting from the timing of expenditures and receipts, require that the Participants borrow funds in order to meet all scheduled disbursements, including current expenses, capital expenditures, and the discharge of other obligations or indebtedness of the Participants. Each Participant has pledged, pursuant to Section 53856

of the Government Code and its respective Participant Resolution, certain unrestricted revenues to be received by such respective Participant for the payment, when due, of the principal of and interest on its Note. No Participant has any obligation to pay the principal of or interest on the Note of any other Participant. The Notes are general obligations of the respective Participants and, to the extent that a Note is not paid from such pledged revenues of each Participant, such Note shall be paid, with interest thereon, from any other moneys of the affected Participant lawfully available therefor, pursuant to Section 53857 of the Government Code. See “SOURCES OF PAYMENT FOR THE CERTIFICATES” herein.

All quotations from and summaries and explanations of provisions of the laws of the State of California (the “State”) and acts and proceedings of the Participants contained herein do not purport to be complete and are qualified in their entirety by reference to the official compilations thereof, and all references to the Certificates, the Notes and the proceedings of the Participants relating thereto are qualified in their entirety by reference to the definitive forms of the Certificates, the Notes and such proceedings. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the related Trust Agreement.

THE TRANSACTION

It is intended that on the date of issuance of the Notes and the execution and delivery of the Certificates (the “Closing Date”), pursuant to the related Trust Agreements, the following transactions shall occur simultaneously: (a) the County, acting through the County Treasurer and Tax Collector (the “Treasurer”), shall purchase the Notes and, simultaneously with such purchase, the Notes shall be assigned to and deposited with the Certificate Agent on behalf of the County, who shall hold such Notes in trust until their respective maturity dates (each, a “Maturity Date”); (b) the Certificate Agent shall sell the Certificates to, and such Certificates shall be purchased by, RBC Capital Markets, LLC and E. J. De La Rosa & Co., Inc. (collectively, the “Underwriters”) pursuant to a Purchase Contract by and between the Treasurer and RBC Capital Markets, LLC, as representative of the Underwriters; and (c) pursuant to the related Trust Agreements, the Certificate Agent shall execute and deliver the Certificates (in authorized denominations) to, and shall cause such Certificates to be registered in the name of, The Depository Trust Company, New York, New York (“DTC”), or its nominee, for the benefit of the beneficial owners of interests in the Certificates described herein (“Beneficial Owners”).

The purchase price for the Notes shall be derived solely from the proceeds received from the sale of the Certificates, which shall be an amount equal to the principal amount of all of the Notes, less any discount, plus any premium. The Certificates shall represent undivided, proportionate interests in the Notes and the debt service payments to be made by the Participants under such Notes. Debt service payments made by the Participants with respect to their Notes, taking into consideration anticipated investment earnings thereon to the maturity date of the Notes, shall be remitted by the Treasurer, acting as Fiscal Agent (in such capacity, the “Fiscal Agent”) by wire transfer to DTC or its nominee, which in turn will remit such payments to participants in DTC (“DTC Participants”) for subsequent disbursement to the Beneficial Owners. See “DESCRIPTION OF THE CERTIFICATES — Book-Entry System” herein. The Certificate Agent agrees to hold the Notes until their maturity for the benefit of the Beneficial Owners. Neither the Certificate Agent nor the Fiscal Agent shall have any further liability with respect to payments of principal and interest with respect to the Certificates or any fiduciary responsibility to the Certificate owners or the Beneficial Owners except as expressly set forth in the related Trust Agreement or the terms of the Certificates. See “THE TRUST AGREEMENTS” herein. Each Participant expects to apply all the proceeds of its Note during the 2011-12 fiscal year for operating expenses incurred in such fiscal year. However, it is possible that a Participant may be able to use restricted funds on a temporary basis to pay such operating expenses. Such restricted funds, if used, will be required to be repaid by the Participant out of Note proceeds or other available funds.

THE PARTICIPANTS

The school and community college districts participating in the financing herein described and the principal amount of the Certificates reflecting the principal amount of the Notes issued on their behalf are set forth below: Series B-1 Note: Principal Series B-1 Participant Amount

Long Beach Unified School District $75,000,000

Series B-2 Notes: Principal Series B-2 Participants Amount

Alhambra Unified School District $ 5,000,000 Antelope Valley Union High School District 20,000,000 El Monte City School District 13,000,000 Montebello Unified School District 18,000,000 Palmdale School District 20,000,000 Pomona Unified School District 45,000,000 South Pasadena Unified School District 700,000 Temple City Unified School District 4,500,000 Whittier City School District 9,000,000

Series B-3 Notes: Principal Series B-3 Participants Amount

ABC Unified School District $15,000,000 Burbank Unified School District 10,000,000 Charter Oak Unified School District 3,000,000 East Whittier City School District 14,000,000 El Camino Community College District 10,000,000 El Monte Union High School District 15,000,000 Glendale Community College District 8,000,000 Hawthorne School District 6,000,000 Lennox School District 4,000,000 Long Beach Community College District 15,000,000 Monrovia Unified School District 8,000,000 Palos Verdes Peninsula Unified School District 5,000,000 San Gabriel Unified School District 7,000,000

Series B-4 Notes: Principal Series B-4 Participants Amount

Baldwin Park Unified School District $13,000,000 Bassett Unified School District 5,000,000 El Rancho Unified School District 15,000,000 Hughes-Elizabeth Lakes Union Elementary School District 150,000 Mountain View School District 12,300,000 Redondo Beach Unified School District 9,000,000 Wilsona School District 1,900,000 Wiseburn School District 4,000,000

Series B-5 Note: Principal Series B-5 Participant Amount

Inglewood Unified School District $17,450,000

Series B-6 Note: Principal Series B-6 Participant Amount

Compton Community College District $1,500,000

Series B-7 Notes: Principal Series B-7 Participants Amount

Glendora Unified School District $13,500,000 Walnut Valley Unified School District 20,000,000

DESCRIPTION OF THE CERTIFICATES

The Certificates

The Series B-1 Certificates will be executed and delivered as fully registered certificates, without coupons, in the aggregate principal amount of $75,000,000, the Series B-2 Certificates will be executed and delivered as fully registered certificates, without coupons, in the aggregate principal amount of $135,200,000, the Series B-3 Certificates will be executed and delivered as fully registered certificates, without coupons, in the aggregate principal amount of $120,000,000, the Series B-4 Certificates will be executed and delivered as fully registered certificates, without coupons, in the aggregate principal amount of $60,350,000, the Series B-5 Certificates will be executed and delivered as fully registered certificates, without coupons, in the aggregate principal amount of $17,450,000, the Series B-6 Certificates will be executed and delivered as fully registered certificates, without coupons, in the aggregate principal amount of $1,500,000 and the Series B-7 Certificates will be executed and delivered as fully registered certificates, without coupons, in the aggregate principal amount of $33,500,000. The Certificates will be

dated, will mature and will have an interest component calculated at the rate per annum, all as shown on the inside cover page hereof. Principal and interest with respect to the Certificates will be payable on the respective Maturity Date. Principal and interest due with respect to the Certificates will be payable by the Fiscal Agent (defined herein) from amounts on deposit in the various related Repayment Funds to DTC, which will in turn remit such principal and interest to the DTC Participants. It is the responsibility of the DTC Participants to remit such principal and interest to the Beneficial Owners. The Certificates and the Notes evidenced thereby are not subject to prepayment prior to their maturity.

Book-Entry System

DTC will act as securities depository for the Certificates. The Certificates will be issued as fully- registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Certificate will be issued in the aggregate principal amount of each series of the Notes, and will be deposited with DTC.

DTC 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 (“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 (“Indirect Participants”). DTC has Standard & Poor’s (“S&P”) rating of AA+. The DTC Rules applicable to its Direct and Indirect Participants (collectively, the “DTC 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 Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC’s records. The ownership interest of each actual purchaser of each Certificate is in turn to be recorded on the DTC Participants’ records. Beneficial Owners will not receive written 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 Owner entered into the transaction. Transfers of ownership interests in the Certificates are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Certificates, except in the event that use of the book-entry system for the Certificates is discontinued.

To facilitate subsequent transfers, all Certificates 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 Certificates 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 Certificates; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Certificates 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 DTC 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.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Certificates unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Participants (or the Certificate Agent on behalf thereof) 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 Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments with respect to the Certificates 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 Participants or Certificate Agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by DTC 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 DTC Participant and not of DTC, the Certificate Agent, or the Participants, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Participants or Certificate 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 DTC Participants.

DTC may discontinue providing its services as depository with respect to the Certificates at any time by giving reasonable notice to the Participants or Certificate Agent. Under such circumstances, in the event that a successor depository is not obtained, Certificates are required to be printed and delivered to DTC.

The Participants may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Certificates will be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Participants believe to be reliable, but the Participants take no responsibility for the accuracy thereof.

SOURCES OF PAYMENT FOR THE CERTIFICATES

The Notes

The Certificates of each series evidence and represent proportionate and undivided interests in the Notes of such series and in debt service payments to be made thereon by the Participants.

The Notes are general obligations of the respective Participants and, to the extent not paid from the Pledged Revenues, shall be paid from any other moneys of the Participants lawfully available

therefor. See “PARTICIPANT FINANCES” herein. However, except for the Pledged Revenues, the Participants are not prohibited from pledging, encumbering and utilizing other moneys for other purposes and there can be no assurance that such other moneys will be available for the payment of the principal and interest with respect to the Certificates and the Notes evidenced thereby. No Participant has any obligation to pay the principal of or interest on the Note of any other Participant.

Assignment of Notes

Pursuant to each Trust Agreement, the Notes and all right, title and interest therein and to all payments thereon, are irrevocably assigned, pledged and transferred to the Certificate Agent for the benefit of the Registered Owners of the related Certificates. The debt service payments on the Notes shall be deposited into the related Repayment Funds and, together with anticipated investment earnings thereon, shall be used for the payment of the interest on and principal of the Certificates, and the Notes will not be pledged to or used for any other purpose while any of the Certificates remain outstanding. The assignment, transfer and pledge of the Notes to the Certificate Agent pursuant to the related Trust Agreement shall constitute a first and exclusive lien on the principal and interest payments of and all other rights under the Notes in accordance with the related Trust Agreement.

All principal and interest payments on the Notes shall be paid directly by each Participant to the Treasurer for deposit into such Participant’s Repayment Fund and reinvested through the respective Maturity Date of such Participant’s Note. All money in the Repayment Funds shall be held in trust for the benefit and security of the Registered Owners of the related series of Certificates. If the amount on deposit in a Participant’s Repayment Fund is in excess of the amounts required to pay the principal of and interest due on such Participant’s Note on the respective Maturity Date, such excess amounts shall remain in such Participant’s Repayment Fund and, subject to any rebate requirements as specified in the Trust Agreement, shall be transferred to the general fund of such Participant following payment of the amount of Certificates corresponding to such Participant’s Note. To the extent Note repayments are received from a Participant that are less than the amounts required to pay the principal of and interest due on such Participant’s Note on the respective Maturity Date, the Fiscal Agent shall apply the moneys received in the following order of priority: first, to pay interest on such Note; and second, to pay the principal of such Note.

Pledged Revenues

As security for the Notes, the Participants have each pledged Pledged Revenues and the principal of the Notes and the interest thereon shall constitute a first lien on and charge against the Pledged Revenues. “Unrestricted moneys” means taxes, income, revenue, cash receipts and other moneys attributable to the 2011-12 fiscal year and intended as receipts for the general funds of the Participants and which are generally available for the payment of current expenses and other obligations of the Participants. In all cases, the Pledged Revenues are anticipated to be received by the Participants from the State by the end of the Fiscal Year 2011-12, other than the portion of the Pledged Revenues that are Deferred Revenues (defined herein) which will be received subsequent to Fiscal Year 2011-12. See “— Deferred Revenues” below.”

The respective amounts of Pledged Revenues specified as security for each Participant’s Note pursuant to the Participant Resolutions and expressed as a percentage of the principal amount of each Participant’s Note are reflected in the following table, together with the months during which such Pledged Revenues are expected to be deposited in the Repayment Funds (as hereinafter defined), with the deposits during each Pledge Month required to be made on or before the last business day of that month:

Pledge % of Pledge % of (1) PARTICIPANT Month Notes Month Notes ABC Unified School District November 50 December 50 Alhambra Unified School District October 50 November 50 Antelope Valley Union High School District October 50 November 50 Baldwin Park Unified School District November 50 December 50 Bassett Unified School District November 50 December 50 Burbank Unified School District November 50 December 50 Charter Oak Unified School District November 50 December 50 Compton Community College District November 50 December 50 East Whittier City School District November 50 December 50 El Camino Community College District November 50 December 50 El Monte City School District October 50 November 50 El Monte Union High School District November 50 December 50 El Rancho Unified School District November 50 December 50 Glendale Community College District November 50 December 50 Glendora Unified School District October 50 November 50 Hawthorne School District November 50 December 50 Hughes-Elizabeth Lakes Union Elementary 50 50 School District November December Inglewood Unified School District November 50 December 50 Lennox School District November 50 December 50 Long Beach Community College District November 50 December 50 Long Beach Unified School District September 50 October 50 Monrovia Unified School District November 50 December 50 Montebello Unified School District October 50 November 50 Mountain View School District November 50 December 50 Palmdale School District October 50 November 50 Palos Verdes Peninsula Unified School District November 50 December 50 Pomona Unified School District September 50 October 50 Redondo Beach Unified School District November 50 December 50 South Pasadena Unified School District October 50 November 50 San Gabriel Unified School District November 50 December 50 Temple City Unified School District October 50 November 50 Walnut Valley Unified School District October 50 November 50 Whittier City School District October 50 November 50 Wilsona School District November 50 December 50 Wiseburn School District November 50 December 50

(1) If such Pledge Month constitutes the final Pledge Month, payment includes an amount sufficient to pay the interest due on the particular Participant Note.

Each Participant shall cause the debt service payments on its Note to be deposited in a separate fund for such Participant to be held by the Treasurer until the amount on deposit in such fund, taking into consideration anticipated investment earnings thereon to be received by the maturity date of the Note, is equal in the respective repayment months to the percentages of the principal and interest due on such Note at maturity as set forth above for that Participant. The amounts deposited therein shall be applied solely to the payment of the Notes and the Certificates at the times and in the manner set forth in the Resolutions and the related Trust Agreement. See “Repayment Funds” below.

For each school district Participant, in the event that there have been insufficient Pledged Revenues received by such Participant by the third Business Day prior to the last Business Day of any Repayment Month (each, a “Pledge Date”) to permit the deposit into the related Repayment Fund of the full amount of the Pledged Revenues required to be deposited with respect to such Pledge Date, then the Auditor-Controller of the County (the “Auditor-Controller”) will collect the amount of any deficiency for deposit in the Repayment Fund in such amount as may be directed by the Treasurer from any other unrestricted moneys of the affected school district Participant lawfully available for the payment of the principal of and interest on the Note in question on such

Pledge Date or thereafter on a daily basis, when and as such Pledged Revenues and unrestricted moneys are received by the affected school district Participant, and will deposit said moneys with the Treasurer for credit to the related Repayment Fund.

Deferred Revenues

Due to the State’s efforts to manage its cash flow, the State has enacted legislation in the last few years which defers principal apportionment payments to school and community college districts within each fiscal year and from one fiscal year to a subsequent fiscal year. See “PARTICIPANT FINANCES - State Assistance” herein. Under the State’s Education Code and under Assembly Bill 1610 (”AB 1610”) and Assembly Bill 1624 (“AB 1624”), which were enacted in October 2010, and Senate Bill 70 (“SB 70”) and Senate Bill 82 (“SB 82”) which were approved in March 2011, the Participants are authorized to treat deferrals from one fiscal year to a subsequent fiscal year as revenues accrued to the fiscal year from which the revenues were deferred (see “PARTICIPANT FINANCES – State Assistance –SB 82” herein). In addition, the financial statements for each Participant have treated the deferred revenues as a receivable for the fiscal year from which the revenues were deferred. Accordingly, each Participant is accruing principal apportionments that are deferred to July and August 2012 as revenues of fiscal year 2011-12. Each Participant projects that its Pledged Revenues will consist primarily of State apportionments due to such Participant during Fiscal Year 2011-12, the payments of which are currently deferred by the State to July 2012 and August 2012 (collectively, the “Deferred Revenues”). Each Participant has projected the timing and amount of its Deferred Revenue based upon the most recent information available to it from the State and the County Office of Education. To the extent that a Participant’s Note is not paid from Pledged Revenues, the payment of principal of and interest on such Participant’s Note shall be paid from any other moneys of such Participant lawfully available therefor in accordance with State law. Although each Participant expects to receive its Deferred Revenues in such a time and manner as will permit the timely payment of such principal of and interest of the Notes, such expectation is based on facts and circumstances presently known to such Participant. Accordingly, factors beyond the control of a Participant, including further deferrals of such Deferred Revenues, may affect the timely receipt of its Deferred Revenues and the Participant’s ability to repay its Note. Intercept Procedure

In California, school district revenues are received and deposited by the county in which a school district is located. In Los Angeles County, if a school district has pledged revenues pursuant to the issuance of tax and revenue anticipation notes, the Auditor-Controller may intercept Pledged Revenues and place them on deposit with the Treasurer. Each school district Participant’s Resolution includes such a pledge.

Under this intercept program, the Auditor-Controller will deposit Pledged Revenues received by each school district Participant directly in the related Repayment Fund held by the Fiscal Agent with a designation to the Certificate Agent of the amounts to be credited to that Repayment Fund. Upon such deposit, such amounts will not be available to the respective school district Participant.

Repayment Funds

In accordance with the provisions of the Resolutions, there will be established a repayment fund for each such Participant (each, a “Repayment Fund” and collectively, the “Repayment Funds”), into which amounts sufficient to pay principal of and interest on the Note issued by such Participant will be deposited. All moneys deposited in the Repayment Funds are required to remain on deposit until the simultaneous maturity date of the applicable series of Notes and the Certificates, at which time they will be applied, along with the investment earnings thereon, to the extent necessary, to pay the principal of and

interest due on the Notes. On the respective Maturity Date of the Certificates, debt service payments on the Notes shall be applied to the payment of principal and interest due with respect to the Certificates. Amounts on deposit in the Repayment Funds may not be used for any other purpose; however, they may be invested in certain investments as described below under the sub-caption “Investment of Note Proceeds and Repayment Fund,” provided such investments mature in sufficient time to permit the timely payments from the Repayment Funds of principal and interest with respect to the Notes and the Certificates. All investment income shall accrue to and become part of the Repayment Funds. Following the time when the aggregate amount in the Repayment Funds is sufficient to pay the principal of and interest on the Notes and the Certificates, any excess amounts will be transferred to the general funds of the Participants, as applicable, and applied by the respective Participant for any lawful purpose. No Participant’s Repayment Fund will be available to make up a deficiency in the Repayment Fund of another Participant or for payment of the principal of or interest on any other Participant’s Note.

Investment of Note Proceeds and Repayment Funds

The Trust Agreements provide that Note proceeds and amounts in the Repayment Funds are permitted to be invested at the direction of the Treasurer in the following investments; provided, however, that amounts shall not be invested in investments with the respective maturity dates later than when funds are needed to make necessary payments of principal and interest with respect to the Certificates and in no event later than the Maturity Date of the Certificates.

1. Obligations of, or guaranteed as to principal and interest by, the United States of America, or by any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States of America;

2. Obligations of instrumentalities or agencies of the United States of America limited to the following: (a) the Federal Home Loan Bank Board (FHLB); (b) the Federal Home Loan Mortgage Corporation (FHLMC) comprised of participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) and senior obligations; (c) the Federal National Mortgage Association (FNMA) comprised of senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (d) Federal Farm Credit Bank (FFCB); (e) Student Loan Marketing Association (Sallie Mae) comprised of senior debt obligations (excluded are securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date);

3. Commercial paper having original maturities of not more than 270 days, payable in the United States of America rated “A-1+” by S&P and “Prime-1” by Moody’s Investors Service (“Moody’s”) and issued by corporations that are organized and operating in the United States with total assets in excess of $500 million and having “A” or better rating for issuer’s debt, other than commercial paper, as provided by Moody’s or S&P. The maximum total par value may be up to 15% of the total amount held by the Certificate Agent in accordance with the related Trust Agreement;

4. The Los Angeles County Treasury Pool (see the caption, “THE LOS ANGELES COUNTY POOLED SURPLUS INVESTMENTS” herein);

5. Bills of exchange or time drafts drawn on and accepted by a commercial bank, otherwise known as bankers acceptances, having original maturities of not more than 30 days, with a maximum par value of 30% of the total amount held by the Certificate Agent in accordance with the related Trust Agreement. The institution must have a minimum short-term rating of “A-1” and “P-1” by S&P and Moody’s respectively, and a long-term rating of no less and “A”;

6. Shares of beneficial interest issued by diversified management companies that are money market funds (including funds of the Certificate Agent and/or its affiliates) registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. 80A-1, et seq.), limited to investments in obligations of the United States Government and its agencies and instrumentalities, whose fund has received the highest possible rating from at least two nationally recognized statistical rating organizations, with one such rating being at least “Aam-G” from S&P. The maximum par value may be up to 15% of the total amount held by the Certificate Agent in accordance with the related Trust Agreement;

7. Negotiable certificates of deposits issued by a nationally or state-chartered bank or a state or federal association (as defined by Section 5102 of the California Financial Code) or by a state- licensed branch of a foreign bank, in each case which has obligations outstanding having a rating of “A-1+” and “P-1” or better from Moody’s and S&P, respectively;

8. Repurchase agreements may have a maximum maturity of 30 days and must be fully secured at or greater than 102% of the market value plus accrued interest by obligations of the United States Government, its agencies and instrumentalities, in accordance with number 2 above, the provider of which must have a minimum short-term rating of at least “A-1+” from S&P; and

9. Investment agreements and guaranteed investment contracts rated at least “Aa3” by Moody’s and “AA-” by S&P.

All of the Note Proceeds shall be invested in the County Pool.

THE TRUST AGREEMENTS

Pursuant to the Trust Agreement for each series, The Bank of New York Mellon Trust Company, N.A. is appointed to act as Certificate Agent with respect to the Certificates, with the duty to hold the Notes in trust until maturity for the benefit of the Beneficial Owners of the Certificates. The Certificate Agent is further appointed to act as Registrar for the Certificates and, in such capacity, to keep and maintain books and records as to the ownership, transfer and exchange of the Certificates.

A portion of the net proceeds from the sale of the Certificates will be deposited with, and disbursed by, the Fiscal Agent for the payment of certain costs of issuance. The Treasurer, in its capacity as Fiscal Agent, shall make payments with respect to the Certificates when duly presented at the respective Maturity Date.

Each Participant has covenanted in its respective Participant Resolution to cause its Repayment Fund to be maintained by the Treasurer, who shall cause the application of the amounts deposited therein solely to the payment of the Notes and the Certificates at the times and in the manner set forth in the Participant Resolutions (each, a “Repayment Date”). In each of the Trust Agreements, the Fiscal Agent has covenanted that it will duly and punctually pay or cause to be paid interest with respect to the Certificates from the payments of interest on the Notes on deposit in the Repayment Funds, payable on the maturity date thereof, the principal and interest with respect to the Certificates, that it will not pledge, assign, subject to any lien, or otherwise encumber the debt service payments received from any Participant, and that it shall apply such payments solely to the payment of the principal and interest due with respect to the Certificates. The County covenants in each of the Trust Agreements that it will duly and punctually cause the payments of principal and interest with respect to the Certificates from the payments of principal and interest on the Notes; provided, however that the County shall not be required to expend any funds other than moneys paid by the Participants as and for payments of principal of and interest on the Notes, including Pledged Revenues and amounts deposited into the Repayment Funds and

any other moneys lawfully available therefor pursuant to the Participant Resolutions. The Certificate Agent covenants in the Trust Agreements that in no event shall the Certificate Agent be required to expend any of its own funds or incur any personal liability. The Certificate Agent further covenants in each Trust Agreement that it will faithfully observe and perform all of the conditions, covenants and requirements of such Trust Agreement, that it will not pledge, assign, subject to any lien, or otherwise encumber the related Notes or any interest therein other than as contemplated by such Trust Agreement and that it will hold the related Notes for the sole benefit of the Certificate Owners until the respective Maturity Date.

Except as expressly provided in each Trust Agreement, neither the Fiscal Agent nor the Certificate Agent shall have any obligation or liability to the Beneficial Owners of the Certificates with respect to payment of principal of or interest on the Notes or the observance or performance by any Participant of any obligations or agreements or the exercise of any rights under the Resolutions.

The Participants have each covenanted in their respective Participant Resolutions to file notices of certain events listed therein (collectively, the “Notice Events”) with either the Municipal Securities Rulemaking Board (“MSRB”) through its Electronic Municipal Market Access System (“EMMA”) or as otherwise required by the MSRB or the Securities and Exchange Commission. See “CONTINUING DISCLOSURE” herein for a description of the specific nature of the notices of Listed Events. These covenants have been made in order to assist the Underwriters in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission.

LIMITATIONS ON REMEDIES

The primary source of repayment of each series of the Certificates is scheduled payments of principal and interest from the Notes. A Participant is liable on its Note (even in the event that such Note becomes a Defaulted Note) only to the extent of its available revenues attributable to the 2011-12 fiscal year. If such available revenues are not sufficient to pay its Note or Defaulted Note, as the case may be, such Participant is not obligated to pay such Note or Defaulted Note from any other sources (including subsequent fiscal years’ revenues).

No Joint Obligation

The obligation of a Participant to make payments on its Note is a several and not a joint obligation and is strictly limited to such Participant’s repayment obligation under the related Participant Resolution and its Note.

Limitation on Remedies

The rights of the Owners of the Certificates are subject to certain limitations. Enforceability of the rights and remedies of the Owners of the Certificates, and the obligations incurred by the Participants may become subject to the Federal Bankruptcy Code (defined below) and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditor’s rights generally, now or hereafter in effect, equity principles which may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against school and community college districts in the State. Bankruptcy proceedings, or the exercise of powers by the federal or State government, if initiated, could subject the Owners of the Certificates to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights.

Under Chapter 9 of the Federal Bankruptcy Code (Title 11, United States Code), which governs the bankruptcy proceedings for public agencies such as the Participants, there are no involuntary petitions in bankruptcy. If a Participant were to file a petition under Chapter 9 of the Bankruptcy Code, the Owners, the Certificate Agent and the Participants could be prohibited from taking certain steps to enforce their rights under the Trust Agreement. In a decision dated March 8, 1995, the United States Bankruptcy Court for the Central District of California ruled that a pledge granted by Orange County pursuant to a resolution adopted by that county in connection with the issuance of tax and revenue anticipation notes (“TRANs”) was not effective with respect to general revenues accruing to Orange County after the filing of a petition in bankruptcy. The resolution obligated Orange County to set aside a specified amount of revenues in certain months in order to secure the payment of its TRANs. On July 12, 1995, the United States District Court for the Central District of California reversed the order of the Bankruptcy Court and determined that the obligation created under the resolution adopted by Orange County is a statutory lien which survived the filing of Orange County’s bankruptcy petition. The parties subsequently negotiated a settlement. No assurance can be made that future allegations would not be raised in another bankruptcy proceeding.

THE LOS ANGELES COUNTY POOLED SURPLUS INVESTMENTS

The Treasurer of Los Angeles County has the delegated authority to invest funds on deposit in the County Treasury (the “Treasury Pool”). As of December 31, 2011, investments in the Treasury Pool were held for local agencies including school districts, community college districts, special districts and discretionary depositors such as cities and independent districts in the following amounts:

Invested Funds Local Agency (in billions) County of Los Angeles and Special Districts $ 10.934 Schools and Community Colleges 12.304 Independent Public Agencies 2.501 Total $25.739

Of these entities, the involuntary participants accounted for approximately 90.28%, and all discretionary participants accounted for 9.72% of the total Treasury Pool.

Decisions on the investment of funds in the Treasury Pool are made by the County Investment Officer in accordance with established policy, with certain transactions requiring the Treasurer’s prior approval. In Los Angeles County, investment decisions are governed by Chapter 4 (commencing with Section 53600) of Part 1 of Division 2 of Title 5 of the California Government Code, which governs legal investments by local agencies in the State of California, and by a more restrictive Investment Policy (the “Investment Policy”) developed by the Treasurer and adopted by the Los Angeles County Board of Supervisors (the “Board of Supervisors”) on an annual basis. The Investment Policy adopted on March 15, 2011, reaffirmed the following criteria and order of priority for selecting investments:

1. Safety of Principal 2. Liquidity 3. Return on Investment

The Treasurer prepares a monthly Report of Investments (the “Investment Report”) summarizing the status of the Treasury Pool, including the current market value of all investments. This report is submitted monthly to the Board of Supervisors. According to the Investment Report dated February 1, 2012, the December 31, 2011 book value of the Treasury Pool was approximately $25.739 billion and the corresponding market value was approximately $25.800 billion.

An internal controls system for monitoring cash accounting and investment practices is in place. The Treasurer’s Compliance Auditor, who operates independently from the Investment Officer, reconciles cash and investments to fund balances daily. The Compliance Auditor’s Staff also reviews each investment trade for accuracy and compliance with the Board adopted Investment Policy. The County Auditor-Controller’s Office performs similar cash and investment reconciliations on a quarterly basis and regularly reviews investment transactions for conformance with the approved policies. Additionally, the County’s outside independent auditor annually accounts for all investments.

The following table identifies the types of securities held by the Treasury Pool as of December 31, 2011.

Type of Investment % of Pool

U.S. Government and Agency Obligations 43.94 Certificates of Deposit 18.44 Commercial Paper 34.71 Bankers Acceptances 0.00 Municipal Obligations 0.03 Corporate Notes & Deposit Notes 2.88 Asset Backed Instruments 0.00 Repurchase Agreements 0.00 Other 0.00 Total 100.00

The Treasury Pool is highly liquid. As of December 31, 2011, approximately 48.33% of the investments mature within 60 days, with an average of 573.71 for the entire portfolio.

INVESTMENT OF PARTICIPANT FUNDS

The Education Code provides that all funds of Participants that are school districts, except as otherwise set forth below, shall be deposited into the Treasury Pool to the credit of the proper fund of the Participants. Education Code Section 84050 provides that certain moneys not required for the immediate necessities of the district may be invested in investments specified in Section 16430 or 53601 of the Government Code. Accordingly, all funds of a school district Participant not subject to the exception and the funds of such community college district Participants as may so elect, including cash receipts and other moneys received by each such Participant for deposit to the general fund of such Participant, are deposited with the Treasury Pool, to remain on deposit therein and generally available for the payment of current expenses and other obligations of the Participants. For a discussion of the Treasury Pool, see “THE LOS ANGELES COUNTY POOLED SURPLUS INVESTMENTS” above.

PARTICIPANT FINANCES

Appendix A hereto contains a general description of each Participant, its employees, retirement programs and enrollment history and projections. Also set forth are tables for each Participant showing summaries of assessed value, recent audited results, actual and projected cash flow schedules and current budget information. The estimates and timing of receipts and disbursements in such cash flow analyses are based on certain assumptions and should not be construed as statements of fact. The cash flow projections represent the current best estimate of the Participants, based on information available as of the date of the projections. However, due to the uncertainties inherent in the State of California budgeting process (See “PARTICIPANT FINANCES – State Assistance”), these projections are subject to change and may vary considerably from actual cash flows experienced by the Participants during the 2011-12 fiscal year.

The information regarding the Participants has been taken or constructed from the official records of the Participants. Such information has been reviewed by an authorized representative of each Participant acting in his or her official capacity. Such representative has determined that as of the date hereof the information contained herein is, to the best of his or her knowledge and belief, true and correct in all material respects and does not contain an untrue statement of a material fact, or omit to state a material fact, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Payment of State assistance in the amounts anticipated depends on the State’s adhering to its current budget and schedule of revenue deferrals, including the appropriations therein provided for local assistance. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS – Proposition 98” below.

Major Revenues

The Treasurer manages, in accordance with California Government Code Section 53600 et seq., funds deposited with the Treasurer by County school and community college districts, various special districts and some cities. State law generally requires that all moneys of the County, school districts and certain special districts be held in the County’s Treasury Pool. See “INVESTMENT OF PARTICIPANT FUNDS” and “THE LOS ANGELES COUNTY POOLED SURPLUS INVESTMENTS.” The composition and value of investments under management in the Treasury Pool vary from time to time, depending on cash flow needs of the County and the other public agencies invested in the Treasury Pool, the maturity or sale of investments, purchase of new securities and fluctuations in interest rates generally.

The school district Participants’ principal revenues consist of guaranteed State moneys, ad valorem property taxes and funds received from the State in the form of categorical aid under ongoing programs of local assistance. All State aid is subject to the appropriation of funds in the State’s annual budget. Decreases in State revenues may affect appropriations made by the legislature to the school district Participants.

Each school district Participant receives a portion of the local property taxes that are collected within its district boundaries. This amount is compared to the total revenue limit; the balance is received in the form of state aid. Therefore, the sum of the property taxes and state aid equal the district’s revenue limit. Districts which receive the minimum amount of state aid are known as “Basic Aid” districts.

School districts in the State have historically received most of their income under a formula known as the State revenue limit. This apportionment, which is funded by State general fund moneys and local property taxes (and in the case of community college districts, certain other local revenues), is allocated to the school districts based on the average daily attendance (“ADA”) of the school districts for either the current or preceding school year. Generally, such apportionments will amount to the difference between the school district’s revenue limit and the district’s local property tax allocation. Revenue limit calculations are adjusted annually in accordance with a number of factors designed primarily to provide cost of living increases and to equalize revenues among all California school districts of the same type (i.e., all unified school districts, all high school districts or all elementary school districts).

A small part of a school district’s budget is from local sources other than property taxes, such as interest income, donations and sales of property. The rest of a school district’s budget comes from categorical funds provided exclusively by the State and federal government. These funds are to be used for specific programs and typically cannot be used for any other purpose. The California lottery is another source of funding for school districts, providing approximately 3% of a school district’s budget. Every school district receives the same amount of lottery funds per pupil from the State; however, these

are not categorical funds as they are not for particular programs or children. The initiative authorizing the lottery mandates the funds be used for instructional purposes, and prohibits their use for capital purposes.

The State revenue limit is calculated three times a year for each school district. The first calculation is performed for the February 20th First Principal Apportionment, the second calculation for the June 25th Second Principal Apportionment, and the final calculation for the end of the year Annual Principal Apportionment. Calculations are reviewed by the county and submitted to the State Department of Education (the “SDE”) with respect to school districts and to the Chancellor of the California Community Colleges with respect to community college districts, to review the calculations for accuracy, calculate the amount of state aid owed to such school district or community college districts, as the case may be, and notify the State Controller of the amount, who then distributes the state aid.

The calculation of the amount of state aid a school district is entitled to receive each year is basically a five-step process. First, the prior year State revenue limit per ADA is established, with recalculations as are necessary for adjustments for equalization or other factors. Second, the adjusted prior year state revenue limit per ADA is inflated according to formulas based on the implicit price deflator for government goods and services and the statewide average State revenue limit per ADA for school districts. Third, the current year’s State revenue limit per ADA for each school district is multiplied by such school district’s ADA for either the current or prior year. Fourth, revenue limit add- ons are calculated for each school district if such school district qualified for the add-ons. Add-ons include the necessary small school district adjustments, meals for needy pupils and small school district transportation, and are added to the State revenue limit for each qualifying school district. Finally, local property tax revenues are deducted from the State revenue limit to arrive at the amount of state aid based on the State revenue limit to which each school district is entitled for the current year.

California community college districts (other than Basic Aid districts, as described below) typically receive approximately 52 percent of their funds from the State, approximately 44 percent from local sources, and 4 approximately percent from federal sources. State funds allocated to community college districts include general apportionment, categorical funds, capital construction, the lottery (which is approximately 3 percent), and other minor sources. Local funds include property taxes, student fees, and miscellaneous sources. The State calculates the allocation for each community college district based on both State and local resources. Funds are allocated to the colleges using a program-based model. The model uses different factors to establish support levels for five different programs or functions: (1) Instruction and Instructional Administration; (2) Instructional Services; (3) Student Services; (4) Operation and Maintenance of Plants; and (5) Institutional Support. All State aid is subject to the appropriation of funds in the State’s annual budget. Decreases in State revenues may affect appropriations made by the legislature to the Participants.

Each community college district receives a portion of the local property taxes that are collected within such district’s boundaries. This amount is compared to the total revenue limit; the balance is received in the form of State aid. Therefore, the sum of the property taxes and State aid equal the community college district’s revenue limit. Community college districts which receive the minimum amount of state aid are known as “Basic Aid” districts.

Community college districts have historically received most of their income under a formula known as the State revenue limit. (Basic Aid districts receive a lesser percentage of their income under the State revenue limit formula.) This apportionment, which is funded by State general fund moneys, local property taxes, and certain other local revenues, is allocated to the community college districts based on annual State apportionments of basic and equalization aid to community college districts for general purposes are computed up to a revenue limit per unit of FTES. Such apportionments will, generally speaking, amount to the difference between a community college district’s revenue limit and its local property tax allocation and student enrollment fees. Revenue limit calculations are adjusted annually in

accordance with a number of factors designed primarily to provide cost of living increases and to equalize revenues among all community college districts in the State.

A small part of a community college district’s budget is from local sources other than property taxes, such as interest income, donations and sales of property. The rest of a community college district’s budget comes from categorical funds provided exclusively by the State and federal government. These funds are to be used for specific programs for community college districts. Every community college district receives the same amount of lottery funds per pupil from the State; however, these are not categorical funds as they are not for particular programs or children. The initiative authorizing the State Lottery does require the funds to be used for instructional purposes, and prohibits their use for capital purposes.

State law also provides for State support of specific school-related programs including summer school, deferred maintenance of facilities, certain capital outlays, and various categorical programs.

On or before September 15 of each year, the respective board of trustees for each community college district is required under Section 58305 of the California Code of Regulations, Title V, to adopt a balanced budget. Each September, every State agency, including the Chancellor’s Office of the California Community Colleges, submits to the Department of Finance (“DOF”) proposals for changes in the State budget. These proposals are submitted in the form of Budget Change Proposals, involving analyses of needs, proposed solutions and expected outcomes. Thereafter, the DOF makes recommendations to the governor, and by January 10 a proposed State budget is presented by the governor to the legislature. The Governor’s Budget is then analyzed and discussed in committees, and hearings begin in the State Assembly and Senate. In May, based on the debate, analysis and changes in the economic forecasts, the governor issues a budget revised with changes he or she can support. The law requires the legislature to submit its approved budget by June 15, and by June 30 the governor should announce his or her line item reductions and signs the State budget. See “PARTICIPANT FINANCES – State Assistance” herein.

In response to growing concern for accountability and with enabling legislation signed into law on October 8, 2010 (AB 2910, Chapter 1486, Statutes of 1986), the Board of Governors and the Chancellor’s Office have established expectations for sound district fiscal management and a process for monitoring and evaluating the financial condition to ensure the financial health of California’s community college districts. In accordance with statutory and regulatory provisions, the Chancellor has been given the responsibility to identify districts at risk and, when necessary, the authority to intervene to bring about improvement in their financial condition. To stabilize a district’s financial condition, the Chancellor may, as a last resort, seek an appropriation for an emergency apportionment. Since the enactment of such enabling legislation (AB 2910, Chapter 1486, Statutes of 1986), no Participant which is a community college district has sought an appropriation for an emergency apportionment.

The monitoring and evaluation process is designed to provide early detection and amelioration that will stabilize the financial condition of the district before an emergency apportionment is necessary. This is accomplished by (1) assessing the financial condition of districts through the use of various information sources, and (2) taking appropriate and timely follow-up action to bring about improvement in a district’s financial condition, as needed. A variety of instruments and sources of information are used to provide a composite of each district’s financial condition, including quarterly financial status reports, annual financial and budget reports, attendance reports, annual district audit reports, district input and other financial records. In assessing each district’s financial condition, the Chancellor will pay special attention to each district’s general fund balance, spending pattern, and FTES patterns. Those districts with greater financial difficulty will receive follow-up visits from the Chancellor’s Office where financial solutions to the district’s problems will be addressed and implemented.

SB 361. On September 29, 2006, the Governor signed into law Senate Bill No. 361 (“SB 361”) which reformed the formulas for allocating general-purpose apportionments to California community college districts beginning fiscal year 2006-07. SB 361 required the Board of Governors of the California Community Colleges (the “Board of Governors”) to develop criteria and standards in accordance with prescribed Statewide minimum requirements. SB 361 provides a more comprehensive form of equalization that recognizes the fixed costs of operating individual colleges and centers, improves the calculation of district-specific enrollment growth caps and funds selected noncredit courses (examples of such non-credit courses for career development and college preparation include basic skills, high school equivalency, short-term occupational training and English-as-a-second language). SB 361 also specifies that, commencing with the 2006-07 fiscal year the minimum funding per FTES will be: (a) not less than $4,367 per credit FTES (subject to cost of living adjustments funded through the budget act in subsequent fiscal years); (b) at a uniform rate of $2,626 per noncredit FTES (adjusted for the change in cost of living provided in the budget act in subsequent fiscal years); and (c) set at $3,092 per FTES (adjusted for the change in cost of living provided in the budget act in subsequent fiscal years) for a new instructional category of “career development and college preparation” (“CDCP”) enhanced non-credit rate. Pursuant to SB 361, the Chancellor of the California Community Colleges (the “Chancellor”) developed criteria for one-time grants for districts that would have received more funding under the prior system or a proposed rural college access grant, than under the new system. For community college Participants the base revenue per credit unit of FTES for 2008-09, 2009-10 and 2010-11 were approximately $4,565, $4,565, and $4,565 respectively, and per CDCP enhanced non-credit unit of FTES for the same years were, on average, approximately $3,232, $3,232 and $3,232 respectively, and per non-credit unit of FTES for the same years were approximately $2,745, $2,745 and $2,745.

The major local revenue source is local property taxes that are collected from within district boundaries. Student enrollment fees from the local community college district generally account for the remainder of local revenues for the district. Property taxes and student enrollment fees are applied towards fulfilling the district’s financial needs. State aid is subject to the appropriation of funds in the State’s annual budget. Decreases in State revenues may affect appropriations made by the Legislature to a community college Participant. The sum of the property taxes, student enrollment fees, and State aid generally comprise a community college Participant’s revenue limit.

A small part of each community college district’s budget is from local sources other than property taxes and student enrollment fees, such as interest income, donations and sales of property. Every community college district receives the same amount of lottery funds per pupil from the State. The initiative authorizing the lottery does require the funds to be used for instructional materials, and prohibits their use for capital purposes.

Ad Valorem Property Taxes

Taxes are levied for each fiscal year on taxable real and personal property which is situated in the County as of the preceding January 1. However, upon a change in ownership of property or completion of new construction, State law permits an accelerated recognition and taxation of increases in real property assessed valuation (known as a “floating lien date”). For assessment and collection purposes, property is classified either as “secured” or “unsecured” and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of the assessment roll containing State assessed property secured by a lien which is sufficient, in the opinion of the assessor, to secure payment of the taxes. Other property is assessed on the “unsecured roll.”

The County levies a 1% property tax on behalf of all taxing agencies in the County. The taxes collected are allocated on the basis of a formula established by State law enacted in 1979. Under this formula, the County and all other taxing entities receive a base year allocation plus an allocation on the basis of “situs” growth in assessed value (new construction, change of ownership, inflation) prorated

among the jurisdictions which serve the tax rate areas within which the growth occurs. Tax rate areas are specifically defined geographic areas which were developed to permit the levying of taxes for less than county-wide or less than city-wide special and school districts. In addition, the County levies and collects additional approved property taxes and assessments on behalf of any taxing agency within the County.

Property taxes on the secured roll are due in semi-annual installments, on November 1 and February 1. If unpaid, such taxes become delinquent after December 10 and April 10, respectively, and a ten percent penalty attaches to any delinquent payment. In addition, property on the secured roll secured by the assessee’s fee ownership of land with respect to which taxes are delinquent is declared tax-defaulted on or about June 30. Those properties on the secured roll that become tax-defaulted on June 30 of the fiscal year that are not secured by the assessee’s fee ownership of land are transferred to the unsecured roll and are then subject to the Treasurer’s enforcement procedures (i.e., seizures of money and property, liens and judgments). Such property may thereafter be redeemed by payment of the delinquent taxes and the delinquency penalty, plus costs and redemption penalty of one and one-half percent per month to the time of redemption. If taxes are unpaid for a period of five years or more, the tax-defaulted property is subject to sale by the Treasurer.

Property taxes on the unsecured roll are currently due as of the January 1 lien date prior to the commencement of the fiscal year and become delinquent, if unpaid, on August 31 (or June 30). A ten percent penalty attaches to delinquent taxes on property on the unsecured roll and an additional penalty of one and one-half percent per month begins to accrue on November 1. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for recordation in the County Recorder’s office in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements, bank accounts or possessory interests belonging or assessed to the taxpayer.

Proposition 98

General. In 1988, California voters approved Proposition 98, an initiative that amended Article XVI of the State Constitution and provided specific procedures to determine a minimum guarantee for annual K-14 funding. The constitutional provision links the K-14 funding formulas to growth factors that are also used to compute the State appropriations limit. Proposition 111 (Senate Constitutional Amendment 1), adopted in June 1990, among other things, changed some earlier school funding provisions of Proposition 98 relating to the treatment of revenues in excess of the State spending limit and added a third funding “test” to calculate the annual funding guarantee. This third calculation is operative in years in which general fund tax revenue growth is weak. The amendment also specified that under Test 2 (see below), the annual COLA for the minimum guarantee would be the change in California’s per- capita personal income, which is the same COLA used to make annual adjustments to the State appropriations limit (Article XIIIB). See “-- State Assistance – 2011-12 State Budget” below.

Calculating Minimum Funding Guarantee. There are currently three tests which determine the minimum level of K-14 funding. Test 1 guarantees that K-14 education will receive at least the same funding share of the State general fund budget it received in 1986-87. Initially, that share was just over 40 percent. Because of the major shifts of property tax from local government to community colleges and K-12 which began in 1992-93 and increased in 1993-94, the percentage dropped to 33.0%.

Since 1989, each segment of public education (K-12 districts, community college districts, and direct elementary and secondary level instructional services provided by the State of California) has separately calculated amounts under the Proposition 98 tests. The base year for the separate calculations is 1989-90. Each year, each segment is entitled to the greater of the amounts separately computed for

each under Test 1 or 2. Should the calculated amount of Proposition 98 guarantee (K-14 aggregated) be less than the sum of the separate calculations, then the Proposition 98 guarantee amount shall be prorated to the three segments in proportion to the amount calculated for each. This statutory split has been suspended in every year beginning with 1992-93. In those years, community colleges received less than was required from the statutory split.

Test 2 provides that K-14 education will receive as a minimum, its prior-year total funding (including State general fund and local revenues) adjusted for enrollment growth (ADA) and per-capita personal income COLA.

A third formula, established pursuant to Proposition 111 as “Test 3,” provides an alternative calculation of the funding base in years in which State per-capita general fund revenues grow more slowly than per-capita personal income. When this condition exists, K-14 minimum funding is determined based on the prior-year funding level, adjusted for changes in enrollment and COLA where the COLA is measured by the annual increase in per-capita general fund revenues, instead of the higher per-capita personal income factor. The total allocation, however, is increased by an amount equal to one-half of one percent of the prior-year funding level as a funding supplement.

In order to make up for the lower funding level under Test 3, in subsequent years K-14 education receives a maintenance allowance equal to the difference between what should have been provided if the revenue conditions had not been weak and what was actually received under the Test 3 formula. This maintenance allowance is paid in subsequent years when the growth in per-capita State tax revenue out paces the growth in per-capita personal income.

The enabling legislation to Proposition 111, Chapter 60, Statutes of 1990, (SB 98, Garamendi), further provides that K-14 education shall receive a supplemental appropriation in a Test 3 year if the annual growth rate in non-Proposition 98 per-capita appropriations exceeds the annual growth rate in per- pupil total spending.

State Assistance

The Participants’ principal funding formulas and revenue sources are derived from the budget of the State of California. The following information concerning the State of California’s budgets has been obtained from publicly available information which the Participants believe to be reliable; however, the State has not entered into any contractual commitment with the Participants, the County, the Underwriters, Bond Counsel, Underwriters’ Counsel nor the owners of the Certificates to provide State budget information to the Participants or the owners of the Certificates. Although they believe the State sources of information listed above are reliable, none of the Participants, the County, Bond Counsel, Disclosure Counsel, Underwriters’ Counsel nor the Underwriters assume any responsibility for the accuracy of the State budget information set forth or referred to herein or incorporated by reference herein. Additional information regarding State budgets is available at various State-maintained websites including www.dof.ca.gov, which website is not incorporated herein by reference.

2011-12 State Budget. On June 30, 2011, the State budget for fiscal year 2011-12 (the “2011-12 Budget”) was enacted, closing a projected $26.6 billion year-end budget deficit by reducing expenditures by $15 billion, targeting revenue increases of $0.9 billion and additional solutions of $2.9 billion. The remaining $8.3 billion in changes stem from the improvement in the State’s revenue outlook. $27.2 billion in changes balances the Budget and is projected to leave the State with a reserve of $543 million at the end of Fiscal Year 2011-12. General Fund spending totals $85.9 billion, a 6.1 percent reduction from 2010-11. The 2011-12 Budget includes a major realignment of public safety programs from the State to

local governments. Other realigned programs include local public safety programs, mental health, substance abuse, foster care, child welfare services and adult protective services.

The 2011-12 Budget includes $15 billion in spending reductions by: maintaining K-12 education funding at a similar level as 2010-11, reducing State Supplementary Payment grants, reducing CalWORKS grants, reducing California Department of Corrections and Rehabilitation’s inmate population by 25 percent once realignment is fully implemented, requiring recipients of Medi-Cal health benefits to pay a share of the cost for doctor visits and other services, reducing the State’s support for the University of California and California State University by 22 and 25 percent, respectively, requiring community college students to pay $10 more per class unit, delaying the court system’s construction program for one year, eliminating the Adult Day Health Care program, Williamson Act subventions, and the refundable child care and dependent tax credit, reducing the State’s workforce by 5,500 positions; and eliminating 20 boards, commissions, task forces, offices and departments, including the California Medical Assistance Commission and the Office of Insurance Advisor.

The May Revision reflected $6.6 billion in higher tax receipts compared to the Proposed 2011-12 Budget. Since the May Revision, tax receipts were higher than expected by an estimated $1.2 billion in May and June. With the improved revenue receipts, the 2011-12 Budget projects an additional $4 billion in estimated 2011-12 revenues. In order to mitigate the risk if higher revenues do not materialize, if projected revenues fall short of expectations by more than $1 billion, an additional $600 million in cuts to higher education, health and human services and public safety would be implemented beginning in January 2012. If projected revenues fall short by more than $2 billion, an additional $1.9 billion in education reductions would be implemented – shortening the school year by 7 days, eliminating the home-to-school transportation program and reducing community college apportionments. Trigger cuts that may impact this portion of the 2011-12 Budget are discussed under “LAO Overview of Proposed 2012-13 Budget” below.

With respect to K-12 education, the 2011-12 Budget includes total funding of $64.1 billion ($34.7 billion General Fund and $29.4 billion other funds) for all K-12 Education programs. For 2011-12, the Proposition 98 Guarantee (the “Guarantee”) is $48.7 billion, of which $32.9 billion is General Fund. This Guarantee level reflects an increase in General Fund revenues in 2011-12, the expiration of a variety of short-term tax increases and the rebenching or adjustment of the Guarantee for revenue and program shifts. In 2011-12, there are four new rebenching impacts: (1) an increase of $578.1 million to ensure that the Guarantee does not decrease with the shift in motor vehicle fuel revenues, (2) an increase of $221.8 million to reflect the inclusion of mental health and out-of-home care services within the Guarantee, (3) a decrease of $1.134 billion to reflect the exclusion of child care programs, with the exception of partial-day preschool programs, from Proposition 98, and (4) a decrease of $1.7 billion to ensure that the total Guarantee is not changed due to new local revenue related to redevelopment agencies. In addition to the above adjustments, Proposition 98 is decreased $2.1 billion as a result of the reduction in General Fund sales tax revenue related to the realignment of public safety programs to counties.

The 2011-12 Budget includes the deferral of $2.1 billion in K-12 Education spending. This additional deferral maintains funding for K-12 education programs at the 2010-11 funding level.

The 2011-12 Budget includes the following Proposition 98 General Fund policy and workload adjustments:

 Shift In Mental Health Services from Counties to Schools – The 2011-12 Budget rebenches the Guarantee and provides an increase of $221.8 million Proposition 98 General Fund to shift the responsibility for providing mental health services, including out of home residential services, required under federal law from county mental health

departments and county welfare departments to school districts. School districts can contract with counties to provide services using Proposition 63 funds, but school districts would be responsible for any excess costs over a given amount. In total, the 2011-12 Budget provides $389.4 million from all fund sources, including $69 million in federal funds currently budgeted for mental health services.

The text of proposed and adopted budgets may be found at the website of the Department of Finance, www.dof.ca.gov, under the heading “California Budget” or www.ebudget.ca.gov. An impartial analysis of the budget is posted by the Office of the Legislative Analyst at www.lao.ca.gov. In addition, various State official statements, many of which contain a summary of the current and past State budgets and the impact of those budgets on school districts in the State, may be found at the website of the State Treasurer, www.treasurer.ca.gov. The information referred to is prepared by the respective State agency maintaining each website and not by the Participants, and the Participants take no responsibility for the continued accuracy of these internet addresses or for the accuracy, completeness or timeliness of information posted there, and such information is not incorporated herein by these references.

Prohibitions on Diverting Local Revenues for State Purposes. Beginning in 1992-93, the State satisfied a portion of its Proposition 98 obligations by shifting part of the property tax revenues otherwise belonging to cities, counties, special districts, and redevelopment agencies, to school and college districts through a local Educational Revenue Augmentation Fund (“ERAF”) in each county. Local agencies, objecting to invasions of their local revenues by the State, sponsored a statewide ballot initiative intended to eliminate the practice. In response, the Legislature proposed an amendment to the State Constitution, which the State’s voters approved as Proposition 1A at the November 2004 election. That measure was generally superseded by the passage of an initiative constitutional amendment at the November 2010 election, known as “Proposition 22.”

The effect of Proposition 22 is to prohibit the State, even during a period of severe fiscal hardship, from delaying the distribution of tax revenues for transportation, redevelopment, or local government projects and services. It prevents the State from redirecting redevelopment agency property tax increment to any other local government, including school districts, or from temporarily shifting property taxes from cities, counties and special districts to schools, as in the ERAF program. This is intended to, among other things, stabilize local government revenue sources by restricting the State’s control over local property taxes. One effect of this amendment will be to deprive the State of fuel tax revenues to pay debt service on most State bonds for transportation projects, reducing the amount of State general fund resources available for other purposes, including education. Provisions of Proposition 22 relating to redevelopment tax increment have been made moot as a consequence of the recent elimination of redevelopment agencies throughout the State.

Prior to the passage of Proposition 22, the State invoked Proposition 1A to divert $1.935 billion in local property tax revenues in 2009-10 from cities, counties, and special districts to the State to offset State general fund spending for education and other programs, and included another diversion in the adopted 2009-10 State budget of $1.7 billion in local property tax revenues from local redevelopment agencies. Redevelopment agencies, through the California Redevelopment Association (“CRA”) are actively engaged in litigation to block the transfer of payments and recoup certain payments already made under certain legislation passed in July 2009 that is beyond the reach of Proposition 22, known as “ABX4 26.” Because Proposition 22 reduces the State’s authority to use or reallocate certain revenue sources, fees and taxes for State general fund purposes, the State will have to take other actions to balance its budget, such as reducing State spending or increasing State taxes, and school and college districts that receive Proposition 98 or other funding from the State will be more directly dependent upon the State’s general fund.

Proposed 2012-13 State Budget. On January 5, 2012 Governor Brown announced his proposed budget for fiscal year 2012-13 (the “Proposed 2012-13 Budget”) which includes a total of $10.3 billion in cuts and revenues to balance the budget and creates a $1.1 billion available reserve as of the end of fiscal year 2012-13. The Proposed 2012-13 Budget assumes a fiscal year 2012-13 budget deficit of approximately $9.2 billion, absent corrective action, and that voters will pass the Governor’s ballot measure proposed for the November 2012 election to raise taxes by approximately $7 billion. The ballot measure proposes an income tax increase of up to 2 percent on high-income earners for five years and a temporary one-half cent sales tax increase. If passed, this measure will provide new revenues to schools and constitutionally protect the 2011 realignment funds for local public safety, as well as generating an estimated $6.9 billion through fiscal year 2012‑13. After accounting for the increased Proposition 98 minimum guarantee, the measure would provide $4.4 billion in net benefit to the General Fund budget and prevent deeper cuts to schools, protect local public safety funding, and assist in balancing the budget. The ballot measure also would provide some constitutional protection for the funds dedicated in 2011 to counties and local law enforcement to fund the realignment of various State responsibilities to the local level. Should the voters reject the tax measure in November, 2012, the Proposed 2012-13 Budget provides for an additional $5.4 billion in trigger cuts that would affect mainly K-12 schools (in the amount of approximately $4.8 billion), higher education, courts, fire protection and a variety of parks services.

K-12 Education. The Proposed 2012-13 Budget as described above provides Proposition 98 funding of $52.5 billion for fiscal year 2012-13, an increase of $4.9 billion compared to fiscal year 2011-12. Accounting for all state, federal, and local property tax resources, total funding for K-12 education is projected to be $67.1 billion in fiscal year 2012-13. In the event the tax initiative does not pass in November 2012, the Budget includes a trigger reduction that would result in significant funding reductions.

In addition to assuming new revenues, the Proposed 2012-13 Budget includes a series of adjustments or “rebenchings” of the Proposition 98 guarantee, including the elimination of the sales tax on gasoline in fiscal year 2010-11, and would result in $373.2 million of General Fund savings. The Proposed 2012-13 Budget also includes a Proposition 98 General Fund reduction of $171.2 million to special education and community college apportionments in the 2011-12 fiscal year to offset increased property taxes resulting from the elimination of redevelopment agencies and their entitlement to tax increment. The Proposed 2012-13 Budget consolidates many categorical programs (excluding federally required programs such as special education) with revenue limit apportionments into a single stream of funding for schools on a permanent basis in an effort to eliminate inefficiencies and costs and proposes an increase of more than $2.3 billion in Proposition 98 General Fund to reduce inter-year budgetary deferrals for schools and community colleges. The Proposed 2012-13 Budget projects per-pupil expenditures from all sources to be $10,610 in fiscal year 2011-12 and $11,246 in fiscal year 2012-13, including funds provided for prior year settle‑up obligations, and K-12 Proposition 98 per-pupil expenditures of $7,815 in 2012-13, an increase from the $7,096 per-pupil in fiscal year 2011-12.

Significant features of the Proposed 2012-13 Budget affecting K-12 Education include:

Proposition 98 Savings Adjustments — A combined reduction of $373.2 million to reflect: (1) elimination of the policy rebenching made to hold Proposition 98 harmless from the elimination of sales tax on gasoline, and (2) changes to two rebenchings of the Proposition 98 guarantee in 2011-12, for the inclusion of special education, mental health services and the exclusion of most child care programs from within the guarantee, to conform them to the methodology used for previous rebenchings.

Restructure Administration and Reduce Child Care Costs — A decrease of $446.9 million in Non-Proposition 98 General Fund and $69.9 million in Proposition 98 General Fund to State Department of Education child care programs to reflect changes to reimbursement rates, and to reflect the alignment

of eligibility for low-income working family child care services with federal welfare-to-work participation requirements.

Child Nutrition Program Subsidy for Private Entities — A decrease of $10.4 million Non- Proposition 98 General Fund in 2012-13 to reflect the elimination of supplemental reimbursement for free and reduced-price breakfast and lunch served at private schools and private child care centers.

Special Education Property Tax Adjustment — A decrease of $24.3 million Proposition 98 General Fund for special education programs in 2011-12 to reflect increased property tax revenues from redevelopment agencies as a result of the ruling in California Redevelopment Association v. Matosantos.

K-12 Deferrals — An increase of $2.2 billion Proposition 98 General Fund to reduce inter-year budgetary deferrals.

Transitional Kindergarten — A decrease of $223.7 million from the Proposition 98 General Fund to reflect the elimination of the requirement that schools provide transitional kindergarten instruction beginning in the 2012-13 academic year.

Charter Schools — An increase of $50.3 million Proposition 98 General Fund for charter school categorical programs due to charter school growth.

K-14 Mandates Funding — An increase of $110.1 million to support a new block grant program for K-12 and community college mandates.

Local Property Tax Adjustments — An increase of $196 million for school district and county office of education revenue limits and an increase of $627 million for school district and county office of education revenue limits in 2012-13 as a result of reduced offsetting local property tax revenues.

Redevelopment Agency Elimination — An increase of $1.1 billion in offsetting local property taxes for 2012-13 due to the elimination of redevelopment agencies and their entitlement to tax increment.

Average Daily Attendance — A decrease of $694 million in 2011-12 for school district and county office of education revenue limits as a result of a decrease in projected ADA from the 2011 Budget Act and an increase of $158 million in 2012-13 for school district and county office of education revenue limits as a result of projected growth in ADA for 2012-13.

Child Nutrition Program — An increase of $37.2 million for 2012-13 in State Department of Education federal local assistance funds to reflect growth of nutrition programs at schools and other participating agencies.

Child Care — A decrease of $26.3 million non-Proposition 98 General Fund in fiscal year 2012-13, reflecting primarily the decline in the number of eligible Stage 2 CalWORKs beneficiaries and a net increase of $4.5 million non-Proposition 98 General Fund in fiscal year 2012-13 for Stage 3 CalWORKs beneficiaries.

Capped Non-CalWORKs Programs — The Proposed 2012-13 Budget provides an increase of $29.9 million in non-Proposition 98 General Fund to fund the statutory COLA of 3.17 percent for capped child care programs, and an increase of $11.7 million in Proposition 98 General Fund to fund the COLA for part-day preschool.

Child Care and Development Funds — A net increase of $14.9 million federal funds in fiscal year 2012-13 reflecting removal of one-time carryover funds available in 2011-12 ($3.5 million), an increase of $23.2 million in carryover funds, and a decrease of $4.8 million in available base grant funds.

California Community Colleges. Significant features of the Proposed 2012-13 Budget affecting CCCs include:

Apportionments — An increase of $218.3 million in fiscal year 2012-13 to partially restore funding that had been previously deferred, contingent upon the passage of the Governor’s tax initiative in an effort to reduce the debt burden of the State proportional to the restoration of funding in K-12 education.

Categorical Program Consolidations and Flexibility — The Proposed 2012-13 Budget proposes to consolidate nearly all categorical programs and provide flexibility to CCC to use “flexed” funds for any categorical program purpose.

Mandate Reform — The Proposed 2012-13 Budget proposes to preserve core mandatory programs and functions, to eliminate unnecessary mandates, and to create a mandates block grant incentive program.

Redevelopment Agency Elimination — The Proposed 2012-13 Budget includes a current year Proposition 98 General Fund reduction of $146.9 million to CCC apportionments to reflect an identical increase in offsetting property taxes resulting from the elimination of redevelopment agencies.

In effect, if the Governor’s proposed tax initiative passes in November of 2012, the following fiscal year 2012-13 budget increases for CCCs would occur: (i) $218.3 million to partially "buy back" the State’s accounting deferral which would provide no additional program funds for CCCs in fiscal year 2012-13, but could reduce CCC borrowing costs; (ii) $12.5 million to establish a block grant to reduce the backlog of State reimbursable mandates to CCCs; and (iii) additional accounting adjustments for shortfalls in CCC student fee revenue and property taxes. If the voters do not approve the Governor’s proposed tax initiative, the CCC budget for fiscal year 2012-13 could change as follows: (i) the $218.3 million in new money for the "buy down" of the deferral would be cancelled; and (ii) the $12.5 million in new money for the mandates block grant would be cut. An additional unspecified base cut of $300 million could also occur as the CCC share of the $2.6 billion in existing Proposition 98 funding could instead be used for State general obligation debt service.

In the event the Governor’s ballot measure is not passed, the Proposition 98 guarantee is projected to decrease by $2.4 billion in fiscal year 2012‑13 and Proposition 98 will be rebenched to shift K‑14 general obligation bond debt service costs into Proposition 98, resulting in an estimated adjustment of $2.4 billion. As a result, total program funding for Proposition 98 is projected to decrease by $4.8 billion, which would eliminate the $2.2 billion repayment of inter-year budgetary deferrals included in the Proposed 2012-13 Budget. The remaining $2.6 billion reduced from Proposition 98 would equate to shortening the school year by more than three weeks.

LAO Overview of Proposed 2012-13 Budget. The LAO’s “2012-13 Budget: Overview of the Governor's Budget,” released on January 11, 2012 (the “2012-13 LAO Report”), recognizes that the Governor’s proposed tax initiative is the cornerstone of the Proposed 2012-13 Budget which includes proposals to restructure education finance, reduce social services and child care programs substantially, and implement trigger cuts--primarily affecting schools--if voters do not approve the tax measure. The 2012-13 LAO Report also recognizes that the Governor’s plan would continue the difficult task of restoring the State budget to balance, but the difficulty in knowing how much taxable income will be attributable to high-income Californians makes the State’s revenue estimates uncertain. With regard to the Governor’s major proposals, the LAO believes that the Governor’s education restructuring proposals would institute lasting improvements to the system, and that, while his social services and child care proposals have merit, they involve considerable drawbacks as well, given potentially severe impacts on affected families. Moreover, the 2012-13 LAO Report states that while the Governor’s tax initiative if

approved would improve the financial outlook of public education over the next several years, his trigger plan would create significant uncertainty for educational institutions in their planning for fiscal year 2012- 13. This uncertainty is likely to be particularly problematic for schools, as most will feel compelled to build their fiscal year 2012-13 budgets assuming the trigger cuts will be implemented. This means schools in fiscal year 2012-13 likely will implement most, if not all, of the reductions that many hope to avoid. Given this, the LAO believes the State Legislature should be very deliberate in structuring a workable trigger package and designing tools to help schools respond to potential trigger cuts. In particular, the LAO recommends that the State Legislature be cautious in setting the size of the trigger reduction; determining the specific education reductions to impose; and designing tools to help schools, community colleges, and universities respond to the trigger cuts.

The LAO observes that the administration’s baseline estimates are different from those in the LAO’s November, 2011 forecast for State General Fund spending for Proposition 98. Specifically, for fiscal years 2011-12 and 2012-13 combined, the administration’s baseline General Fund Proposition 98 estimates are approximately $1.1 billion lower than the LAO’s estimates due to the treatment of the realignment revenues, redevelopment revenues, the gas tax swap, and fiscal year 2011-12 trigger cuts.

Compared to the LAO’s November forecast, the administration’s workload budget estimates for fiscal years 2011-12 and 2012-13 include a net amount of about $1.4 billion more in non-Proposition 98 General Fund spending due to the administration’s estimates of several hundred million dollars of higher General Fund expenses for some health and social services programs and debt service due to the administration including over $700 million of General Fund expenses to reimburse local governments for the prior-year costs of currently inactive mandates, a proposed $90 million increase to the University of California budget and the assumption of $500 million of savings from using revenues from the Air Resources Board’s auction of “cap-and-trade” greenhouse gas emission allowances.

The LAO notes that the Proposed 2012-13 Budget increases total Proposition 98 funding by $4.9 billion, or 10 percent between fiscal years 2011-12 and 2012-13, and suggests a year-over-year increase in Proposition 98 General Fund for schools and CCCs of 15 percent and 14 percent, respectively, with local property tax revenues estimated to be virtually flat, assuming the voters approve the Governor’s November 2012 ballot measure with a portion of the associated revenue increase benefiting K-14 education. The Proposed 2012-13 Budget funds at the minimum guarantee ($52.5 billion) assuming approval of his tax measure (which accounts for more than $2 billion of the increase in the guarantee), arriving at this guarantee by adjusting or “rebenching” the guarantee in three notable ways: (i) permanently rebenching the minimum guarantee to account for a shift in property tax revenues (of approximately $1 billion annually) from redevelopment agencies to school districts and CCCs; (ii) eliminating existing provisions that require the State to rebench for the “gas tax swap” adopted by the State Legislature in 2011; and (iii) recalculating the fiscal year 2011-12 “rebenchings” using the “1986-87 methodology” (which applies to child care, student mental health, and redevelopment revenues), increasing the fiscal year 2012-13 guarantee by $217 million.

The 2012-13 LAO Report notes that in the event the Governor’s tax measure is not adopted, the Proposed 2012-13 Budget maintains $4.8 billion in spending reductions to K-12 schools and CCCs, including $2.4 billion in programmatic reductions linked with the Proposed 2012-13 Budget proposal to include K-14 general obligation bond debt-service payments within the Proposition 98 minimum guarantee. To account for this shift, the Proposed 2012-13 Budget proposes a “rebenching” of the minimum guarantee, resulting in an increase of $200 million. Since the cost of debt-service payments ($2.6 billion) far exceeds the increase in the minimum guarantee from the “rebenching,” the Governor proposes $2.4 billion in programmatic Proposition 98 reductions to maintain spending at the guarantee. His estimate of the guarantee also excludes the realignment-related sales tax revenue. The methodology for how the State should treat these revenues is currently being litigated.

The 2012-13 LAO Report also notes that the largest component of the Proposed 2012-13 Budget is to pay down $2.4 billion in existing K-14 deferrals ($2.2 billion for school districts and $218 million for CCC apportionments), reducing the need for school districts and CCCs to borrow to support operations while awaiting the State’s late payments and helps to realign funding with expenses as well as reducing the State’s outstanding deferrals from $10.4 billion to $8 billion. In addition, the LAO observes that the State has temporarily suspended requirements for about 40 categorical programs and that the Proposed 2012-13 Budget proposes to suspend requirements for up to ten additional programs, essentially phasing out most existing categorical programs beginning in fiscal year 2012-13. Also, the Proposed 2012-13 Budget proposes a number of K-14 mandate-related changes with the existing mandate system essentially being replaced with a discretionary block grant, eliminating 31 of 57 existing education mandates including one relating to high school science graduation requirements and one relating to behavioral intervention plans for special education students. The remaining 26 education mandates would be suspended. The LAO notes that the Proposed 2012-13 Budget provides $200 million ($178 million for school districts, $22 million for CCCs) for the block grant and that school districts and CCCs that choose to receive block grant funding would receive a per-student allocation.

In the LAO’s view, the Proposed 2012-13 Budget addresses several of the longstanding problems with the State’s K-12 and CCC funding systems, and the LAO recommends that the State Legislature adopt the Governor’s basic restructuring approaches and adopt the Governor’s proposal to avoid initiating a major new program beginning in fiscal year 2012-13. The 2012-13 LAO Report agrees with the proposed immediate increases of categorical flexibility, a moderate phase-in period for the new formula, and additional funding for disadvantaged students. The 2012-13 LAO Report also views favorably the Proposed 2012-13 Budget plan to expand the number of categorical programs in the CCC flex item programs into one comprehensive program.

The 2012-13 LAO Report also believes, however, that the trigger approach set forth in the Proposed 2012-13 Budget has significant consequences particularly for school districts for fiscal year 2012-13, as most districts will feel compelled to make the programmatic reductions imposed by the triggers and that given the potentially unintended consequences of the trigger as well as the major disruptions caused by midyear reductions, the State Legislature should consider building a budget without midyear cuts. In this case, the State Legislature could focus on a funding level it could afford despite the revenue uncertainties and then use any ballot-measure revenue as one-time investments in fiscal year 2012-13 to pay down existing Proposition 98 obligations.

Future State Budgets. Under State law, the State Legislature is required to adopt its budget by June 15 of each year for the upcoming fiscal year, with approval by the Governor to occur on June 30. Following the implementation of Proposition 25 (permitting State budget passage with a simple majority and mandating forfeiture of Legislators’ daily salaries until the budget bill passes), the Governor signed the 2011-12 Budget on June 30, 2011. However, the Governor signed the 2010-11 Budget on October 8, 2010, the latest budget in the State’s history. The Participants cannot fully anticipate future delays in State budget adoption or their impact. The events leading to the inability of the State Legislature to pass a budget in a timely fashion are not unique, and the Participants cannot predict what circumstances may cause a similar failure in future years. In each year where the State budget lags adoption of each Participant’s budget, it will be necessary for each Participant’s staff to review the consequences of the changes, if any, at the State level from the proposals in the Governor’s May Revision for that year, and determine whether such Participant’s budget will have to be revised.

In addition, the Participants cannot predict the effect that the general economic conditions within the State and the State’s budgetary problems may have in the future on the Participants budget or operations.

SB 82. In March 2011, the Governor signed into law Senate Bill 82 (“SB 82”) to revise the State’s cash management plan for Fiscal Year 2011-12. Pursuant to SB 82, the State adopted several intra-year deferrals for Fiscal Year 2011-12. Accordingly, warrants in the amount $700 million will be deferred to September 2011 from July 2011, warrants in the amount of $700 million will be deferred to January 2012 from July 2011, warrants in the amount of $1.4 billion will be deferred to January 2012 from August 2011 and warrants in the amount of $2.4 billion will be deferred to January 2012 from October 2011. In addition, warrants in the amount of $1.4 billion will be deferred to April 2012 from March 2012. SB 82 contains a provision whereby a school district may, subject to the approval of the State’s Director of Finance, receive scheduled payments from the State Controller if payments are deferred, if the county superintendent of schools certifies to the State Superintendent of Public Instruction and Director of Finance, that the deferral of warrants will result in a hardship for the school district.

Federal Revenues

The federal government provides funding for several programs of the Participants, including programs that benefit educationally disadvantaged students and students with limited English skills, and that provide other specialized services to students and administration.

Expenditures

California school and community college districts operate under general purpose revenue limits established by the State Legislature. Funding of the revenue limits is accomplished by a mix of local property taxes and State aid. Prior to the passage of Article XIIIA of the California Constitution in 1978, local property taxes constituted approximately 63% of revenue limit income. Since then, property taxes received by the Participants are limited to their share of the one percent ad valorem property tax collected by the County as described above under the heading “PARTICIPANT FINANCES – Ad Valorem Property Taxes.” In addition, commencing fiscal years 1992-93, community redevelopment agencies have been required to deposit certain amounts into the county-wide Education Revenue Augmentation Fund (“ERAF”) for subsequent distribution to schools and community college districts within the County until 2006-07. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS – Proposition 1A” herein. Such amounts will reduce the amounts otherwise to be appropriated by the State. Annual State appropriations to school districts for general purposes are computed up to a revenue limit per unit of average daily attendance. Such apportionments will, generally speaking, amount to the difference between the Participants’ revenue limit and the Participants’ local property tax and ERAF allocations. Revenue limit calculations are adjusted annually in accordance with a number of factors. Appendix A hereto sets forth each Participant’s average daily attendance figures for the past three fiscal years estimated information for the current Fiscal Year and a projection for the 2011- 12 fiscal year. The Participants’ major expenditures each year are employee salaries and benefits.

Financial Statements and Accounting Practices

The Participants’ financial statements are prepared on a modified accrual basis of accounting in accordance with generally accepted accounting principles as set forth by the Governmental Accounting Standards Board.

Funds and Account Groups used by the Participants are categorized as follows:

Government Funds Fiduciary Funds General Funds Trust and Agency Funds Special Revenue Funds Debt Service Funds Account Groups Proprietary Funds General Fixed Assets Account Group Internal Service Funds General Long-Term Debt Account Enterprise Funds

Expenditures of Participants are accrued at the end of each Fiscal Year to reflect the receipt of goods and services in that Fiscal year. Generally, revenues are recorded on a cash basis, except for items that are susceptible to accrual, measurable and/or available to finance operations. Current taxes are considered susceptible to accrual. Taxes which are due but are not in fact received until after the Fiscal year-end are recorded as accrued revenues. The State Department of Education establishes expenditure categories for all California school districts and boards of education. The Board of Governors of the California Community Colleges establishes acceptable accounting treatment of revenue and expenditure categories for all California community colleges.

The general fund of each Participant, as shown in Appendix A, is a combined fund comprised of moneys which are unrestricted and available to finance the legally authorized activities of the Participant not financed by restricted funds and moneys which are restricted to specific types of programs or purposes. General fund revenues shown thereon are derived from such sources as taxes, aid from other government agencies, charges for current services and other revenue.

The financial statements included herein were prepared by the Participants using information from the Annual Financial Reports which are prepared by the Directors of Accounting for the Participants and audited by independent certified public accountants each year. Certain information, such as the General Fund Cash Flow Analyses, was developed by each Participant’s staff for use in this Official Statement. The estimates and timing of receipts and disbursements in such Cash Flow Analyses are based on certain assumptions and should not be construed as statements of fact. The Participants’ audited financial statements for the year ended June 30, 2011 are available, from each Participant (or in the case of Antelope Valley Union High School District and Compton Community College District which are expected to be available shortly after the date hereof), upon request to the respective Participant at the respective addresses set forth in Appendix A hereto, and are summarized in Appendix A.

Reports and Certifications

General. The Education Code of the State of California (Section 42133 et seq.) requires each school district to certify twice during the fiscal year whether it is able to meet its financial obligations for the remainder of such fiscal year, and, based on current forecasts, for the subsequent fiscal year. The first report covers the period ending October 31 and the second report covers the period ending January 31. Such certifications are based on the governing board’s assessment based on standards and criteria for fiscal stability adopted by the State Board of Education and the State Superintendent of Public Instruction. Each certification is required to be classified as positive, qualified, or negative on the basis of a review against such criteria, but may include additional financial information known by the governing board to exist at the time of each certification. Such certifications are to be filed with the Los Angeles County Superintendent of Schools (“County Superintendent”) within forty-five days after the close of the period being reported and, in the event of a negative or qualified certification, to the State Controller and the State Superintendent of Public Instruction. In connection with each interim report, each school district submits a multi-year projection for the current fiscal year and the following two fiscal years to its respective county office of education and the California Department of Education (the “CDE”). The

projections are based upon guidelines established by their respective county offices of education and information available to such school district as of the date the projection is submitted.

A qualified certification is to be assigned to any school district that may not meet its financial obligations for the current fiscal year or the two subsequent fiscal years based upon then current projections. A negative certification is to be assigned to any school district that likely will be unable to meet its financial obligations for the current fiscal year or the following fiscal year. Any school district or office of education that has a qualified or negative certification in any fiscal year may not issue, in that fiscal year or in the next succeeding fiscal year, certificates of participation, tax anticipation notes, revenue bonds or any other debt instruments that do not require the approval of the voters of the district unless the County Superintendent determines that the school district’s repayment of indebtedness is probable.

Copies of the reports and certifications of the Participants may be obtained upon request from such Participants at the addresses set forth in Appendix A hereto. The Participants may impose charges for copying, mailing and handling these reports and certifications.

Fiscal Year 2011-12 First Interim Reports With Qualified or Negative Certifications. Due to continuing budgetary difficulties being experienced by the State and general ongoing economic uncertainty (see “PARTICIPANT FINANCES – State Assistance”), among other things, several school district Participants are unable to predict what the State will include in its final fiscal year 2012-13 State Budget or what other measures, including further reductions in funding, will be taken by the State Legislature, which, in turn, could affect the financial stability of school districts. Accordingly, it is very difficult for these school districts to predict the nature, extent or effect of such reductions on their own financial stability. As a result, these school district Participants have determined to file their First Interim Report for fiscal year 2011-12 (the “2011-12 First Interim Report”) with a qualified or negative certification. In general, these school districts have certified that due to general funding and budgetary concerns, fiscal projections and other reasons specific to those affected districts, they may not be able to meet their respective financial obligations. Specifically, in connection with the period ending October 31, 2011, Antelope Valley Union High School District (“Antelope Valley”), Bassett Unified School District (“Bassett”), El Rancho Unified School District (“El Rancho”), Hawthorne Elementary School District (“Hawthorne”), Montebello Unified School District (“Montebello”) and Pomona Unified School District (“Pomona”) have filed their respective 2011-12 First Interim Report with a qualified certification and Inglewood Unified School (“Inglewood”) filed its 2011-12 First Interim Report with a negative certification. The balance of the Participants have filed their respective First Interim Reports with a positive certification. The County Superintendent of Schools has concurred with the certifications filed by each school district Participant.

The County Superintendent has determined, for purposes and within the meaning of Section 42133(a) of the Education Code, that the repayment of principal of and interest on the Notes of the school district Participants with a qualified certification (each, a “Qualified Certification Participant”) and a negative certification (the “Negative Certification Participant”) is probable. Nevertheless, the County Superintendent has directed each of the Qualified Certification Participants and the Negative Certification Participant to enact budget reductions and to submit a fiscal stabilization plan in connection with the submission of its respective Second Interim Report for fiscal year 2011-12. Further, the County Superintendent has directed each of the Qualified Certification Participants and the Negative Certification Participant to consider and implement certain actions, such as the use of declining enrollment statutes pertaining to funding and the elimination of deficit spending, to safeguard their fiscal solvency. The County Superintendent has directed each Qualified Participants and the Negative Participant to develop budget options that such school districts can adopt and implement unilaterally, which could include budget reductions with its respective collective bargaining units.

Due to projected cash concerns, the County Superintendent has directed each of the Qualified Certification Participants and the Negative Certification Participant to notify the County Office in the event such school district Participant projects a cash shortfall that it cannot remedy through the issuance of tax and revenue anticipation notes, such as the Notes described herein, or temporary borrowing. Further, due to projected enrollment declines, the County Superintendent has directed each of the Qualified Certification Participants and the Negative Certification Participant to monitor its respective enrollment trends and adjust its respective financial projections accordingly.

The following paragraphs summarize certain information relating to the 2011-12 First Interim Reports of the Qualified Certification Participants and the Negative Certification Participant.

Antelope Valley Joint Union High School District. Antelope Valley’s 2011-12 First Interim Report projects, absent corrective action, an unrestricted General Fund operating deficit of $18.33 million as of June 30, 2012 and $3.10 million as of June 30, 2013 and an unrestricted General Fund operating surplus of $47,105 as of June 30, 2014. Based upon his review of the 2011-12 First Interim Report, the County Superintendent indicates that Antelope Valley may not be able to meet all of its financial obligations for fiscal years 2012-13 and 2013-14. Further, the County Superintendent indicates that deficit spending, absent corrective action, could severely impact Antelope Valley’s fiscal solvency.

Antelope Valley’s First Interim projects that its available reserves, as a percentage of Antelope Valley’s total expenditures and other financing uses, will be 3.94% for fiscal year 2011-12, 3.06% for fiscal year 2012-13 and 3.08% for fiscal year 2013-14. Such amounts would satisfy the minimum percentages required by the State. However, the County Superintendent projects that Antelope Valley’s available reserves will, after adjusting for reductions that have not been negotiated to date and reductions from the State, be reduced to 3.79% for fiscal year 2011-12, negative 6.07% for fiscal year 2012-13 and negative 15.88% for fiscal year 2013-14. Accordingly, Antelope Valley’s available reserves for fiscal years 2012-13 and 2013-14 would not satisfy the minimum amounts required by the State.

The County Superintendent has informed Antelope Valley of additional areas of concern, including a low cash balance of $1.39 million as of June 30, 2012, a reduction in revenue limit funding in the amount of approximately $327,372, and a possible reduction of revenue limit funding in fiscal year 2012-13 of approximately $3.95 million in the event State budgetary reductions eliminate the COLA.

Bassett Unified School District. Bassett’s 2011-12 First Interim Report projects, absent corrective action, an unrestricted General Fund operating deficit of $3.35 million as of June 30, 2012, $4.32 million as of June 30, 2013 and $4.83 million as of June 30, 2014. Based upon his review of the 2011-12 First Interim Report, the County Superintendent indicates that Bassett may not be able to meet all of its financial obligations for fiscal years 2012-13 and 2013-14. Further, the County Superintendent indicates that deficit spending, absent corrective action, could severely impact Bassett’s fiscal solvency.

Bassett’s First Interim projects that its available reserves, as a percentage of Bassett’s total expenditures and other financing uses will be 3.11% for fiscal year 2011-12, 0.89% for fiscal year 2012-13 and negative 10.76% for fiscal year 2013-14. The projected percentages for fiscal years 2012-13 and 2013-14 do not satisfy the minimum percentages required by the State.

The County Superintendent has informed Bassett of additional areas of concern including a projected General Fund ending cash balance of negative $2.16 million as of June 30, 2012, unsettled labor contract negotiations for certificated labor for fiscal year 2010-11 and 2011-12, unsettled labor contract negotiations for classified labor for fiscal years 2009-10, 2010-11 and 2011-12 and the absence of projected salary and benefit increases related thereto within Bassett’s projections, and a possible reduction of revenue limit funding in fiscal year 2012-13 of approximately $675,000 in the event State budgetary reductions eliminate the COLA.

El Rancho Unified School District. El Rancho’s 2011-12 First Interim Report projects, absent corrective action, an unrestricted General Fund operating deficit of $4.79 million as of June 30, 2012, $9.77 million as of June 30, 2013 and $9.63 million as of June 30, 2014. Based upon his review of the 2011-12 First Interim Report, the County Superintendent indicates that El Rancho may not be able to meet all of its financial obligations for fiscal years 2012-13 and 2013-14. Further, the County Superintendent indicates that deficit spending, absent corrective action, could severely impact El Rancho’s fiscal solvency.

El Rancho’s First Interim projects that its available reserves, as a percentage of El Rancho’s total expenditures and other financing uses will be 5.66% for fiscal year 2011-12, negative 5.26% for fiscal year 2012-13 and negative 16.00% for fiscal year 2013-14. The projected percentages for fiscal years 2012-13 and 2013-14 do not satisfy the minimum percentages required by the State.

The County Superintendent cautions that, absent corrective action, El Rancho could become insolvent in fiscal year 2012-13. In connection with this assessment, El Rancho’s Board of Education adopted a fiscal recovery plan in February 2012 and has submitted the fiscal recovery plan to the Office of Education for review. The County Superintendent has informed El Rancho of additional areas of concern including projected General Fund cash balance of negative $828,000 for March 2012, negative $2.21 million for April 2012, negative $6.87 million for May 2012, and negative $13.6 million for June 2012, a reduction in transportation funding from the State in the amount of $279,000, and a possible reduction of revenue limit funding in fiscal year 2012-13 of approximately $1.57 million in the event State budgetary reductions eliminate the COLA.

Hawthorne Elementary School District. Hawthorne’s 2011-12 First Interim Report projects, absent corrective action, an unrestricted General Fund operating deficit of $4.59 million as of June 30, 2012, $4.99 million as of June 30, 2013 and $4.79 million as of June 30, 2014. Based upon his review of the 2011-12 First Interim Report, the County Superintendent indicates that Hawthorne may not be able to meet all of its financial obligations for fiscal years 2012-13 and 2013-14. Further, the County Superintendent indicates that deficit spending, absent corrective action, could severely impact Hawthorne’s fiscal solvency.

Hawthorne’s First Interim projects that its available reserves, as a percentage of Hawthorne’s total expenditures and other financing uses will be 8.14% for fiscal year 2011-12, 1.09% for fiscal year 2012-13 and negative 5.58% for fiscal year 2013-14. The projected percentage for fiscal year 2013-14 does not satisfy the minimum percentage required by the State.

The County Superintendent has informed Hawthorne of additional areas of concern including a projected General Fund ending cash balance of negative $2.0 million for May 2012 and negative $5.7 million for June 2012, a reduction in transportation funding from the State in the amount of $332,000, and a possible reduction of revenue limit funding in fiscal year 2012-13 of approximately $1.23 million in the event State budgetary reductions eliminate the COLA.

Inglewood Unified School District. Inglewood’s 2011-12 First Interim Report projects, absent corrective action, an unrestricted General Fund operating deficit of $2.25 million as of June 30, 2012, $2.50 million as of June 30, 2013 and $4.52 million as of June 30, 2014. Based upon his review of the 2011-12 First Interim Report, the County Superintendent indicates that Inglewood will not be able to meet all of its financial obligations for fiscal years 2011-12 and 2012-13, including, among other things, the obligation to satisfy payroll expenditures. Further, the County Superintendent indicates that deficit spending, absent corrective action, could severely impact Inglewood’s fiscal solvency and could require fiscal intervention from the State.

Inglewood’s First Interim projects that its available reserves, as a percentage of Inglewood’s total expenditures and other financing uses will be 1.06% for fiscal year 2011-12, negative 1.37% for fiscal year 2012-13 and negative 5.75% for fiscal year 2013-14. Such projected percentages are insufficient to satisfy the minimum percentages required by the State.

In December 2010, the County Superintendent assigned a fiscal advisor to Inglewood. Pursuant to the Education Code, the fiscal advisor has the authority to stay or rescind any action by Inglewood that is determined to be inconsistent with the ability of Inglewood to meet its obligations for the current or subsequent fiscal year. In October 2011, the County Superintendent extended the assignment of the fiscal advisor and intends to continue the assignment due to Inglewood’s level of fiscal distress. In addition, Inglewood submitted a fiscal stabilization plan to the County Office of Education to address options that the Board of Education could consider to meet Inglewood’s financial obligations in fiscal years 2012-13 through 2013-14. Inglewood has received a waiver pertaining to class size reductions which will allow Inglewood to exceed the class size maximum of 36 to 1 during fiscal year 2011-12 only. Inglewood has not fully implemented the other components of its fiscal stabilization plan.

The County Superintendent has informed Inglewood of additional areas of concern, including projected General Fund ending balances of negative $4.11 million for May 2012 and negative $18.17 million for June 2012, a potential payment owed to California State Teacher’s Retirement System in the amount of $518,000 due to misclassifications in various reports, a reduction of transportation funding from the State in the amount of $468,869, a possible reduction of revenue limit funding in fiscal year 2012-13 of approximately $2.0 million in the event State budgetary reductions eliminate the COLA, a possible loss of approximately $3.26 million in funding due to compliance issues associated with the reporting requirements of the Individuals with Disabilities Act and the American Recovery and Reinvestment Act of 2009 and a General Fund repayment in the amount of $5.0 million due to the County School Facilities Fund in June 2012. In addition, Inglewood was notified that it would receive an apportionment of $6.61 million from the State Allocation Board. The County Superintendent has noted that Inglewood has used the County School Facilities Fund as a source of cash for its General Fund. Due to on-going construction demands upon the County School Facilities Fund, the County Superintendent has requested that Inglewood provided an updated cash flow projection for the County School Facilities Fund for fiscal years 2011-12 and 2012-13.

In December 2011, Inglewood and the California Professional Employees bargaining unit entered into a bargaining agreement for the period from fiscal year 2007-08 through 2013-14. The bargaining agreement does not increase the existing salary schedule, and the County Superintendent does not expect the bargaining agreement to have any additional impact on Inglewood’s financial projections. However, the bargaining agreement may be reopened for negotiations related to compensation in fiscal years 2012-13 and 2013-14.

Montebello Unified School District. Montebello’s 2011-12 First Interim Report projects, absent corrective action, an unrestricted General Fund operating deficit of $13.29 million as of June 30, 2012, $10.74 million as of June 30, 2013 and $12.90 million as of June 30, 2014. Based upon his review of the 2011-12 First Interim Report, the County Superintendent indicates Montebello may not be able to meet all of its financial obligations for fiscal year 2013-14. Further, the County Superintendent indicates that deficit spending, absent corrective action, could severely impact Montebello fiscal solvency.

Montebello’s First Interim projects that its available reserves, as a percentage of Montebello’s total expenditures and other financing uses will be 6.71% for fiscal year 2011-12, 3.13% for fiscal year 2012-13 and 2.38% for fiscal year 2013-14. The projected percentage for fiscal year 2013-14 is insufficient to satisfy the minimum percentage required by the State.

The County Superintendent has informed Montebello of additional areas of concern, including a projected General Fund ending cash balance of negative $5.8 million for June 2012, a reduction in transportation funding from the State in the amount of $766,000, and a possible reduction of revenue limit funding in fiscal year 2012-13 of approximately $4.90 million in the event State budgetary reductions eliminate the COLA.

Pomona Unified School District. Pomona’s 2011-12 First Interim Report projects, absent corrective action, an unrestricted General Fund operating deficit of $5.17 million as of June 30, 2012, $13.50 million as of June 30, 2013 and $13.50 million as of June 30, 2014. Based upon his review of the 2011-12 First Interim Report, the County Superintendent indicates that Pomona may not be able to meet all of its financial obligations and maintain the required Reserve for Economic Uncertainties for fiscal years 2012-13 and 2013-14. Further, the County Superintendent indicates that deficit spending, absent corrective action, could severely impact Pomona’s fiscal solvency.

Pomona’s First Interim projects that its available reserves, as a percentage of Pomona’s total expenditures and other financing uses will be 3.00% for fiscal year 2011-12, negative 2.04% for fiscal year 2012-13 and negative 7.40% for fiscal year 2013-14. The projected percentages for fiscal years 2012-13 and 2013-14 are insufficient to satisfy the minimum percentages required by the State.

The County Superintendent has informed Pomona of additional areas of concern, including a projected General Fund ending balance of negative $1.5 million for May 2012 and negative $41.0 million for June 2012, unsettled labor contract negotiations for classified employees for fiscal year 2011-12 and the absence of projected salary and benefit increases related thereto within Pomona’s projections, a reduction in transportation funding from the State in the amount of $652,919, and a possible reduction of revenue limit funding in fiscal year 2012-13 of approximately $4.3 million in the event State budgetary reductions eliminate the COLA.

State Chancellor’s Fiscal Monitoring Program for Community Colleges

Fiscal Monitoring Program for Community Colleges. The Chancellor (the “Chancellor”) of the California Community Colleges’ active fiscal monitoring program (the “Fiscal Monitoring Program”) is comprised of several elements. Using quarterly financial status reports, annual financial and budget reports, the audited financial statements, a community college district’s apportionment attendance report and direct interface with all of the California Community Colleges, the Chancellor will conduct an overall assessment of the financial condition of each district. The Program envisions that the following criteria, among others, will be factors in the assessment of each California community college district:

 General Fund Analysis of current, historical and projected fund balances. The recommended minimum prudent unrestricted General Fund Balance, as compared to all expenditures and other outgo of unrestricted General Fund monies, is 5%. Where a district falls below this level, further review will be performed to determine if any fiscal problems exist.

 Analysis of community college district spending patterns. Paying close attention to those community college districts that have engaged in deficit spending in the current or recent fiscal years, the Chancellor will review current, historical and projected revenues and expenditures.

 Review of FTES. A community college district’s pattern of FTES will be compared to State patterns in an attempt to assess possible impacts upon revenues; the Chancellor will pay special attention to those community college districts with unusual and/or material fluctuations to FTES.

 Staffing expenditures. Salary and benefit increases of a community college district will be reviewed, with a focus on any increases that are expected to exceed projected revenue increases.

 Miscellaneous negative factors. Other factors with a potential for a negative impact on the district’s fiscal health will be reviewed, and further analysis may be warranted where, for example, a community college district has an audit letter raising questions about its “going concern” status, substantial exposure in lawsuits, late audit reports and other fiscal or administrative problems that become evident.

As and when the Chancellor determines that an assessment suggests problems, further follow-up actions will be undertaken to investigate whether or not fiscal problems actually exist. One of three conclusions by the Chancellor’s office under the Fiscal Monitoring Program is possible: 1) no follow-up is necessary; 2) the community college district is experiencing moderate problems and should be monitored; or 3) the community college district has serious fiscal problems that warrant immediate action.

In the event that the Chancellor determines that a fiscal problem is suggested, his staff will work with the chief business official of the community college district to validate the problem and, if it actually exists, determine a course of action to remedy it. The Chancellor’s office has a wide range of actions it may take under the Fiscal Monitoring Program, ranging from management reviews and audits to site visits, special fiscal reporting and, in extreme cases, the assignment of a special trustee to assume management and fiscal control of the community college district to the extent deemed necessary in order to achieve fiscal stability or solvency.

El Camino Community College District, Glendale Community College District and Long Beach Community College District are not currently being actively monitored by the Chancellor.

Compton Community College District. Compton Community College District. Since 2004, there has been a Special Trustee (the “Special Trustee”) in place at Compton Community College District (“Compton”) pursuant to California Assembly Bill 61 (2004) (“AB 61”). Mr. Thomas Henry currently fills this position, which includes the authority to act on behalf of Compton to obligate funds, create contracts, hire or discharge personnel and staffing, manage the day-to-day operating functions of Compton, and ensure that academic programming and the needs of the students are met. Mr. Henry also maintains those powers and duties of the Board of Trustees that the Chancellor determines are necessary for the management of Compton.

In 2006, pursuant to California Assembly Bill 318 (2006) (“AB 318”), the State gave Compton the authority to request and receive emergency apportionments from the State’s General Fund in the aggregate amount of $30 million (the “State Loan”) to resolve its financial problems. In addition AB 318 required Compton to partner with a community college district of good standing to offer accredited educational services and related administrative and support services. Through June 30, 2011, Compton has an outstanding balance of $16,179,082 from the State Loan and has restored its general reserve levels to the required minimum amounts prescribed by the State Chancellor's Office’s guidelines of five percent of expenditures. Compton does not plan to request any additional funds from the State Loan. AB 318 required the Fiscal Crisis and Management Assistance Team (“FCMAT”) to conduct a comprehensive assessment and to develop a recovery plan for Compton. FCMAT will be conducting their next site visits in the months of April and May of 2012. The Special Trustee subsequently approved a Memorandum of Understanding (the “MOU”) with El Camino Community College District. Under the MOU, the former Compton Community College became a center of El Camino College (the “Center”). The Center has officially been established as the El Camino Community College District – Compton Community Educational Center.

See also “APPENDIX A – PARTICIPANT INFORMATION AND CASH FLOW STATEMENTS – Compton Community College District” for more information relating to Compton herein. FCMAT has issued periodic reports documenting Compton's progress towards fiscal recovery. These reports along with other details of the path to accreditation can be found on the Compton website

located at: http://www.compton.edu/. However, the information presented there is not part of this Official Statement, is not incorporated by reference herein and should not be relied upon in making an investment decision with respect to the Notes and the Certificates.

Budgets of Participants

The fiscal year of the Participants begins on the first day of July of each year and ends on the 30th day of June of the following year. The Participants adopt on or before July 1 of each year a fiscal line- item budget setting forth expenditures in priority sequence so that appropriations during the fiscal year can be adjusted if revenues do not meet projections.

The Participants are required by provisions of the California Education Code to maintain a balanced budget each year, where the sum of expenditures plus the ending fund balance cannot exceed the revenues plus the carry-over fund balance from the previous year. The California State Department of Education imposes a uniform budgeting format for each school district in the State, and the Board of Governors of the California Community Colleges imposes a uniform budgeting format for each community college district in the State.

State Emergency Loan Program

The California Education Code provides that a governing board of any county board of education, or school district which determines during a fiscal year that its revenues are less than the amount necessary to meet its current year expenditure obligations may request an emergency apportionment from the State through the State Superintendent of Public Instruction (the “State Superintendent”).

As a condition to the making of any such emergency apportionment, the following requirements must be met:

(a) The district requesting the apportionment must submit to the county superintendent of schools having jurisdiction over the district a report issued by an independent auditor approved by the county superintendent of schools on the financial conditions and budgetary controls of the district, a written management review conducted by a qualified management consultant approved by the county superintendent of schools and a fiscal plan adopted by the governing board to resolve the financial problems of the district.

(b) The county superintendent of schools must review, and provide written comment on, the independent auditor’s report, the management review and the district plan. If the county superintendent disapproves the plan, the governing board must revise the district plan to respond to the concerns expressed by the county superintendent.

(c) Upon his or her approval of the district plan, the county superintendent must submit copies of the report, review, plan and written comments to the State Superintendent, the Auditor General, the Joint Legislative Budget Committee, the Director of Finance and the Controller.

(d) The State Superintendent must review the reports and comments submitted to him or her by the county superintendent and must certify to the Director of Finance that the action taken to correct the financial problems of the district is realistic and will result in placing the district on a sound financial basis.

(e) The district must develop a schedule to repay the emergency loan and submit it to the county superintendent of schools, who after reviewing and commenting on it submits it to the State Superintendent for approval or disapproval. Upon the approval of the repayment schedule

and of the other reports, reviews, plans and the appointment of the trustee (as described below), the State Superintendent must request the State Controller to disburse the proceeds of the emergency loan to the district.

(f) The district requesting the apportionment must reimburse the county superintendent of schools for the costs incurred by the superintendent in performing such duties.

In addition, the acceptance by the district of the apportionments made pursuant to the Education Code constitutes the agreement by the district to the following conditions:

(i) The State Superintendent shall appoint a trustee who shall have recognized expertise in management and finance. The State Superintendent shall establish the terms and conditions of the employment, including the remuneration of the trustee and the trustee shall serve at the pleasure of, and report directly to, the State Superintendent until the loan is repaid and the district has adequate fiscal systems and controls in place. Before the district repays its loan, the recipient of the loan shall select an auditor from a list established by the State Superintendent and the Controller to conduct an audit of its fiscal systems. If the fiscal systems are deemed to be inadequate, the State Superintendent may retain the trustee until the deficiencies are corrected.

(ii) The trustee appointed by the State Superintendent shall monitor and review the operation of the district. During the period of his or her service, the trustee may stay or rescind any action of the local district governing board that, in the judgment of the trustee, may affect the financial condition of the district. The trustee shall approve or reject all reports and other materials required from the district as a condition of receiving the apportionment.

On or before October 31 of the year following receipt of an emergency apportionment, and each year thereafter, until the emergency apportionment is repaid, the governing board of the district shall prepare under the review and with the approval of the trustee, a report on the financial condition of the district which shall be transmitted to the county superintendent of schools, the State Superintendent and the State Controller. The report shall include all of the following information: (i) specific actions taken to reduce expenditures or increase income, and the cost savings and increased income resulting from those actions; (ii) a copy of the adopted budget for the current fiscal year; (iii) reserves for economic uncertainties; (iv) status of employee contracts; and (v) obstacles to the implementation of the adopted recovery plan.

The emergency apportionment is required to be repaid to the State over a five-year period, or less, together with interest at a rate determined in accordance with the Education Code.

The State Legislature expressly provides that these provisions of the Education Code are not intended to authorize emergency loans to school districts for the purpose of meeting cash-flow requirements pending the receipt of local taxes and other funds. Furthermore, no such emergency apportionment be made unless funds have been specifically appropriated therefor by the Legislature.

None of the Participants is currently participating in the State emergency loan program.

State Lottery

The State Lottery generates net revenues (gross revenue less prizes and administration expenses) which are used to supplement State assistance provided to public education, including K-14. State Lottery funds may not be used for non-instructional purposes, such as the acquisition of real property, the construction of facilities or the financing of research. State Lottery revenues are allocated by computing an amount per total ADA or FTES, i.e., by dividing the total net revenues figures by the total ADA for

grades K-12 and community colleges, and by the total FTES for each University of California system and California State University and College system. Each entity receives an amount equal to its total ADA or FTE, as applicable, multiplied by the per ADA or FTES figure; however, the exact allocation formula may vary from year to year. At this time, the amount of additional revenues that may be generated by the State Lottery in any given year cannot be predicted.

Insurance

Each Participant maintains insurance or self-insurance in such amounts and with such retentions and other terms providing coverages for property damage, fire and theft, general public liability and worker’s compensation, as are adequate, customary and comparable with such insurance maintained by similarly situated educational agencies. In addition, based upon prior claims experience, each Participant believes that the recorded liabilities for self-insured claims are adequate.

CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS

Article XIIIA of the California Constitution

Article XIIIA of the California Constitution limits the amount of any ad valorem tax on real property, to one percent of the full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service on indebtedness approved by the voters prior to July 1, 1978 and on bonded indebtedness for the acquisition or improvement of real property which has been approved on or after July 1, 1978 by two-thirds of the voters on such indebtedness. Section 1 of Article XIIIA, Section 18 of Article XVI of the California Constitution and Section 47614 of the California Education Code allows an alternative means of seeking voter approval for bonded indebtedness by 55 percent of the vote (see the sub-caption “-- Proposition 39” below). Article XIIIA defines full cash value to mean “the county assessor’s valuation of real property as shown on the 1975-76 tax bill under “full cash value,” or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership have occurred after the 1975 assessment.” The full cash value may be increased at a rate not to exceed two percent per year to account for inflation.

Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by damage, destruction or other factors, to provide that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster and in other minor or technical ways.

Legislation Implementing Article XIIIA

Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay voter-approved indebtedness). The one percent property tax is automatically levied by the county and distributed according to a formula among taxing agencies. The formula apportions the tax roughly in proportion to the relative shares of taxes levied prior to 1989.

Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the two percent annual adjustment are allocated among the various jurisdictions in the “taxing area” based upon their respective “situs.” Any such allocation made to a local agency continues as part of its allocation in future years.

All taxable property is shown at full market value on the tax rolls, with tax rates expressed as $1 per $100 of taxable value. All taxable property value included in this Official Statement is shown at 100% of market value (unless noted differently) and all tax rates reflect the $1 per $100 of taxable value.

Article XIIIB of the California Constitution

Under Article XIIIB of the California State Constitution state and local government entities have an annual “appropriations limit” and are not permitted to spend certain moneys which are called “appropriations subject to limitation” (consisting of tax revenues, state subventions and certain other funds) in an amount higher than the “appropriations limit.” Article XIIIB does not affect the appropriations of moneys which are excluded from the definition of “appropriations subject to limitation,” including debt service on indebtedness existing or authorized as of January 1, 1979, or bonded indebtedness subsequently approved by the voters. In general terms, the “appropriations limit” is to be based on certain 1978-79 expenditures, and is to be adjusted annually to reflect changes in consumer prices, populations, and services provided by these entities. Among other provisions of Article XIIIB, if these entities’ revenues in any year exceed the amounts permitted to be spent, the excess would have to be returned by revising tax rates or fee schedules over the subsequent two years.

Unitary Property

AB 454 (Chapter 921, Statutes of 1986) now Section 100 of the California Revenue and Taxation Code provides that revenues derived from most utility property assessed by the State Board of Equalization (“Unitary Property”), commencing with the 1988-89 fiscal year, will be allocated as follows: (1) each jurisdiction will receive up to 102% of its prior year State-assessed revenue; and (2) if countywide revenues generated from Unitary Property are less than the previous year’s revenues or greater than 102% of the previous year’s revenues, each jurisdiction will share the burden of the shortfall or excess revenues by a specified formula. This provision applies to all Unitary Property except railroads, whose valuation will continue to be allocated to individual tax rate areas.

The provisions of AB 454 do not constitute an elimination of the assessment of any State- assessed properties nor a revision of the methods of assessing utilities by the State Board of Equalization. Generally, AB 454 allows valuation growth or decline of Unitary Property to be shared by all jurisdictions in a county.

Proposition 39

On November 7, 2000, California voters approved Proposition 39, called the “Smaller Classes, Safer Schools and Financial Accountability Act” (the “Smaller Classes Act”) which amends Section 1 of Article XIIIA, Section 18 of Article XVI of the California Constitution and Section 47614 of the California Education Code and allows an alternative means of seeking voter approval for bonded indebtedness by 55 percent of the vote, rather than the two-thirds majority required under Section 18 of Article XVI of the Constitution. The 55 percent voter requirement applies only if the bond measure submitted to the voters includes, among other items: (1) a restriction that the proceeds of the bonds may be used for “the construction, reconstruction, rehabilitation, or replacement of school facilities, including the furnishing and equipping of school facilities, or the acquisition or lease of real property for school facilities,” (2) a list of projects to be funded and a certification that the school district board has evaluated “safety, class size reduction, and information technology needs in developing that list” and (3) that annual, independent performance and financial audits will be conducted regarding the expenditure and use of the bond proceeds.

Section 1(b)(3) of Article XIIIA has been added to except from the one percent ad valorem tax limitation under Section 1(a) of Article XIIIA of the Constitution levies to pay bonds approved by the 55 percent of the voters, subject to the restrictions explained above.

The Legislature enacted AB 1908, Chapter 44, which became effective upon passage of Proposition 39 and amends various sections of the Education Code. Under amendments to Section 15268

and 15270 of the Education Code, the following limits on ad valorem taxes apply in any single election: (1) for a school district, indebtedness shall not exceed $30 per $100,000 of taxable property, (2) for a unified school district, indebtedness shall not exceed $60 per $100,000 of taxable property, and (3) for a community college district, indebtedness shall not exceed $25 per $100,000 of taxable property. Finally, AB 1908 requires that a citizens’ oversight committee must be appointed who will review the use of the bond funds and inform the public about their proper usage.

Proposition 46

On June 3, 1986, California voters approved Proposition 46, which added an additional exemption to the 1% tax limitation imposed by Article XIIIA. Under this amendment to Article XIIIA, local governments and school and community college districts may increase the property tax rate above 1% for the period necessary to retire new, general obligation bonds, if two-thirds of those voting in a local election approve the issuance of such bonds and the money raised through the sale of the bonds is used exclusively to purchase or improve real property.

Proposition 218

On November 5, 1996, an initiative to amend the California Constitution known as the “Right to Vote on Taxes Act” (“Proposition 218”) was approved by a majority of California voters. Proposition 218 requires majority voter approval for the imposition, extension or increase of general taxes and 2/3 voter approval for the imposition, extension or increase of special taxes by a local government, which is defined in Proposition 218 to include counties. Proposition 218 also provides that any general tax imposed, extended or increased without voter approval by any local government on or after January 1, 1995, and prior to November 6, 1996 shall continue to be imposed only if approved by a majority vote in an election held within two years following November 6, 1996. All local taxes and benefit assessments which may be imposed by public agencies will be defined as “general taxes” (defined as those used for general governmental purposes) or “special taxes” (defined as taxes for a specific purpose even if the revenues flow through the local government’s general fund) both of which would require a popular vote. New general taxes require a majority vote and new special taxes require a two-thirds vote. In addition, Proposition 218 limits the application of assessments, fees and charges and requires them to be submitted to property owners for approval or rejection, after notice and public hearing.

The Participants have no power to impose taxes except property taxes associated with a general obligation bond election, following approval by 2/3 of such Participant’s voters. Under previous law, the Participants could apply provisions of the Landscape and Lighting Act of 1972 to create an assessment district for specified purposes, based on the absence of a majority protest. Proposition 218 significantly reduces the ability of the Participants to create such special assessment districts. Any assessments, fees or charges levied or imposed by any assessment district created by the Participants will become subject to the election requirements of Proposition 218 as described above, a more elaborate notice and balloting process and other requirements.

Proposition 218 also expressly extends the initiative power to give voters the power to reduce or repeal local taxes, assessments, fees and charges, regardless of the date such taxes, assessments, fees or charges were imposed, and reduces the number of signatures required for the initiative process. This extension of the initiative power to some extent constitutionalizes the March 6, 1995 State Supreme Court decision in Rossi v. Brown, which upheld an initiative that repealed a local tax and held that the State constitution does not preclude the repeal, including the prospective repeal, of a tax ordinance by an initiative, as contrasted with the State constitutional prohibition on referendum powers regarding statutes and ordinances which impose a tax. Generally, the initiative process enables California voters to enact legislation upon obtaining requisite voter approval at a general election. Proposition 218 extends the authority stated in Rossi v. Brown by expanding the initiative power to include reducing or repealing

assessments, fees and charges, which had previously been considered administrative rather than legislative matters and therefore beyond the initiative power. This extension of the initiative power is not limited by the terms of Proposition 218 to fees imposed after November 6, 1996 and absent other legal authority could result in retroactive reduction in any existing taxes, assessments or fees and charges. Such legal authority could include the limitations imposed on the impairment of contracts under the contract clause of the United States Constitution.

Proposition 218 has no effect upon the Participants’ ability to pursue voter approval of a general obligation bond issue or a Mello-Roos Community Facilities District bond issue in the future, both of which are already subject to a 2/3 vote, although certain procedures and burdens of proof may be altered slightly. Proposition 218, by its terms, is inapplicable to short-term notes such as the Notes. The Participants are unable to predict the nature of any future challenges to Proposition 218 or the extent to which, if any, Proposition 218 may be held to be unconstitutional.

Proposition 1A. Proposition 1A (SCA 4), proposed by the Legislature in connection with the 2004-05 Budget Act and approved by the voters in November 2004, provides that the State may not reduce any local sales tax rate, limit existing local government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain exceptions. Proposition 1A generally prohibits the State from shifting to schools or community colleges any share of property tax revenues allocated to local governments for any fiscal year, as set forth under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues among local governments within a county must be approved by two-thirds of both houses of the State Legislature. Proposition 1A provides, however, that beginning in fiscal year 2008-09, the State may shift to schools and community colleges up to 8% of local government property tax revenues, which amount must be repaid, with interest, within three years, if the Governor proclaims that the shift is needed due to a severe state financial hardship, the shift is approved by two-thirds of both houses of the State Legislature and certain other conditions are met. The State may also approve voluntary exchanges of local sales tax and property tax revenues among local governments within a county. Proposition 1A also provides that if the State reduces the Vehicle License Fee rate below 0.65 percent of vehicle value, the State must provide local governments with equal replacement revenues. Further, Proposition 1A required the State, beginning March 1, 2006, to suspend State mandates affecting cities, counties and special districts, schools or community colleges, excepting mandates relating to employee rights, in any year that the State does not fully reimburse local governments for their costs of compliance with such mandates.

The Revised 2009-10 Budget included the suspension of Proposition 1A, which is expected to shift 8%, or approximately $1.935 billion in local government property tax revenues to the State, in exchange for the State’s promise to repay the revenues with interest by 2013. Such diverted revenues are intended to offset State general fund spending for education and other programs.

Proposition 22

Under Proposition 1A, the State no longer has the authority to permanently shift city, county, and special district property tax revenues to schools, or take certain other actions that affect local governments. In addition, Proposition 1A restricts the State’s ability to borrow state gasoline sales tax revenues. These provisions in the Constitution, however, do not eliminate the State’s authority to temporarily borrow or redirect some city, county, and special district funds or the State’s authority to redirect local redevelopment agency revenues. However, Proposition 22, The Local Taxpayer, Public Safety, and Transportation Protection Act, approved by the voters of the State on November 2, 2010, reduces or eliminates the State’s authority: (1) to use State fuel tax revenues to pay debt service on state transportation bonds; (2) to borrow or change the distribution of state fuel tax revenues; (3) to direct redevelopment agency property taxes to any other local government; (4) to temporarily shift property taxes from cities, counties, and special districts to schools; (5) and to use vehicle license fee revenues to

reimburse local governments for state mandated costs. As a result, Proposition 22 impacts resources in the State’s general fund and transportation funds, the State’s main funding source for schools and community colleges, as well as universities, prisons and health and social services programs. According to the LAO’s analysis of Proposition 22 submitted by the LAO on July 15, 2010, the expected reduction in resources available for the State to spend on these other programs as a consequence of the passage of Proposition 22 was projected to be approximately $1 billion in fiscal year 2010-11, with an estimated immediate fiscal effect equal to approximately 1 percent of the State’s total general fund spending. The longer-term effect of Proposition 22, according to the LAO analysis, will be an increase in the State’s general fund costs by approximately $1 billion annually for several decades.

Future Initiatives

Article XIIIA, Article XIIIB and Propositions 39, 46, 98, 218 and 22 were each adopted as measures that qualified for the ballot pursuant to the State’s initiative process. From time to time, other initiative measures could be adopted, further affecting Participants’ revenues or their ability to expend revenues.

TAX MATTERS

Opinion of Bond Counsel

In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel to the Participants, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In rendering its opinion, Bond Counsel has relied on certain representations, certifications of fact, and statements of reasonable expectations made by each Participant and others in connection with the Notes, and Bond Counsel has assumed compliance by each Participant with certain ongoing covenants to comply with applicable requirements of the Code to assure the exclusion of interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates from gross income under Section 103 of the Code.

In addition, in the opinion of Bond Counsel to the Participants, under existing statutes, interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates is exempt from personal income taxes imposed by the State of California.

Bond Counsel expresses no opinion regarding any other Federal or state tax consequences with respect to the Notes or the Certificates. Bond Counsel renders its opinion under existing statutes and court decisions as of the date of execution and delivery, and assumes no obligation to update, revise or supplement its opinion after the date of execution and delivery to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to its attention, or changes in law or in interpretations thereof that may hereafter occur, or for any other reason. Bond Counsel expresses no opinion on the effect of any action hereafter taken or not taken in reliance upon an opinion of other counsel on the exclusion from gross income for Federal income tax purposes of interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates, or under state and local tax law.

Certain Ongoing Federal Tax Requirements and Covenants

The Code establishes certain ongoing requirements that must be met subsequent to the execution and delivery of the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates in order that interest on such Notes and the Certificates be and remain excluded from gross income under Section 103 of the Code. These requirements include, but are not limited to, requirements relating to use and expenditure of gross proceeds of the Notes and the Certificates, yield and other restrictions on investments of gross proceeds, and the arbitrage rebate requirement that certain excess earnings on gross proceeds be rebated to the Federal government. Noncompliance with such requirements may cause interest on the Notes and the Certificates to become included in gross income for Federal income tax purposes retroactive to their date of execution and delivery, irrespective of the date on which such noncompliance occurs or is discovered. Each of the Participants has covenanted to comply with certain applicable requirements of the Code to assure the exclusion of interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates from gross income under Section 103 of the Code.

Certain Collateral Federal Tax Consequences

The following is a brief discussion of certain collateral Federal income tax matters with respect to the Certificates. It does not purport to address all aspects of Federal taxation that may be relevant to a particular owner of a Certificate. Prospective investors, particularly those who may be subject to special rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owning and disposing of the Certificates.

Prospective owners of the Certificates should be aware that the ownership of such obligations may result in collateral Federal income tax consequences to various categories of persons, such as corporations (including S corporations and foreign corporations), financial institutions, property and casualty and life insurance companies, individual recipients of Social Security and railroad retirement benefits, individuals otherwise eligible for the earned income tax credit, and taxpayers deemed to have incurred or continued indebtedness to purchase or carry obligations the interest on which is excluded from gross income for Federal income tax purposes. Interest on the Notes paid by the Participants and designated as and comprising interest with respect to the Certificates may be taken into account in determining the tax liability of foreign corporations subject to the branch profits tax imposed by Section 884 of the Code.

Bond Premium

In general, if an owner acquires a Certificate for a purchase price (excluding accrued interest) or otherwise at a tax basis that reflects a premium over the sum of all amounts payable with respect to the Certificate after the acquisition date (excluding certain “qualified stated interest” that is unconditionally payable at least annually at prescribed rates), that premium constitutes “bond premium” with respect to that Certificate (a “Premium Certificate”). In general, under Section 171 of the Code, an owner of a Premium Certificate must amortize the bond premium over the remaining term of the Premium Certificate, based on the owner’s yield over the remaining term of the Premium Certificate, determined based on constant yield principles (in certain cases involving a Premium Certificate callable prior to its stated maturity date, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on such Certificate). An owner of a Premium Certificate must amortize the bond premium by offsetting the qualified stated interest allocable to each interest accrual period under the owner’s regular method of accounting against the bond premium allocable to that period. In the case of a tax-exempt Premium Certificate, if the bond premium allocable to an accrual period exceeds the qualified stated interest allocable to that accrual period, the excess is a nondeductible loss. Under certain circumstances, the owner of a Premium Certificate may realize a

taxable gain upon disposition of the Premium Certificate even though it is sold or redeemed for an amount less than or equal to the owner’s original acquisition cost. Owners of any Premium Certificates should consult their own tax advisors regarding the treatment of bond premium for Federal income tax purposes, including various special rules relating thereto, and state and local tax consequences, in connection with the acquisition, ownership, amortization of bond premium on, sale, exchange, or other disposition of Premium Certificates.

Information Reporting and Backup Withholding

Information reporting requirements apply to interest paid on tax-exempt obligations, including the Certificates. In general, such requirements are satisfied if the interest recipient completes, and provides the payor with, a Form W-9, “Request for Taxpayer Identification Number and Certification”, or if the recipient is one of a limited class of exempt recipients. A recipient not otherwise exempt from information reporting who fails to satisfy the information reporting requirements will be subject to “backup withholding”, which means that the payor is required to deduct and withhold a tax from the interest payment, calculated in the manner set forth in the Code. For the foregoing purpose, a “payor” generally refers to the person or entity from whom a recipient receives its payments of interest or who collects such payments on behalf of the recipient.

If an owner purchasing a Certificate through a brokerage account has executed a Form W-9 in connection with the establishment of such account, as generally can be expected, no backup withholding should occur. In any event, backup withholding does not affect the excludability of the interest with respect to the Certificates from gross income for Federal income tax purposes. Any amounts withheld pursuant to backup withholding would be allowed as a refund or a credit against the owner’s Federal income tax once the required information is furnished to the Internal Revenue Service.

Proposed Legislation and Other Matters

Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest evidenced by the Certificates under Federal or state law or otherwise prevent beneficial owners of the Certificates from realizing the full current benefit of the tax status of such interest. In addition, such legislation or actions (whether currently proposed, proposed in the future, or enacted) and such decisions could affect the market price or marketability of tax-exempt obligations, such as the Certificates. Prospective purchasers of the Certificates should consult their own tax advisors regarding the foregoing matters.

CONTINUING DISCLOSURE

Each Participant has covenanted in its respective Participant Resolution to file with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access system notices of the following events for so long as the Certificates are outstanding: (i) principal and interest payment delinquencies; (ii) non-payment related defaults, if material; (iii) modifications to rights of Holders, if material; (iv) bond calls, if material and tender offers; (v) defeasances; (vi) rating changes; (vii) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (Internal Revenue Service Form 5701-TEB) or other material notices of determinations with respect to the tax status of the Notes and the related Certificates, or other material events affecting the tax status of the Notes and the related Certificates; (viii) unscheduled draws on the debt service reserves reflecting financial difficulties; (ix) unscheduled draws on the credit enhancements reflecting financial difficulties; (x) release, substitution or sale of property securing repayment of the Notes and the related Certificates, if material; (xi) bankruptcy, insolvency, receivership or similar event of such Participant (such event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for such Participant in a proceeding under the

U.S. Bankruptcy Code or in any other proceeding under State or federal law in which a court or government authority has assumed jurisdiction over substantially all of the assets or business of such Participant, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of such Participant; (xii) substitution of credit or liquidity providers, or their failure to perform; (xiii) the consummation of a merger, consolidation, or acquisition involving such Participant or the sale of all or substantially all of the assets of such Participant, 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 (xiv) appointment of a successor or additional Certificate Agent or the change of name of a Certificate Agent, if material. There are currently no debt service reserves or liquidity providers in place with respect to the payment of principal and interest with respect to the Certificates, and the Certificates are not subject to prepayment prior to their Maturity Dates in accordance with their terms. These covenants have been made in order to assist the Underwriters in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission. Each Participant’s continuing disclosure obligations under its respective Participant Resolution shall terminate upon payment in full of its respective Note. If such termination occurs or is deemed to occur prior to the final maturity of the Certificates, the Participant shall give notice of such termination in the same manner as for a Notice Event.

The following Participants failed to timely file their Annual Reports for the years indicated below:

Participant Year(s)

ABC Unified School District 2006, 2007, 2008 Alhambra Unified School District 2009 Antelope Valley Union High School District 2007, 2008, 2009 and 2010 Baldwin Park Unified School District 2008 Burbank Unified School District 2009 Compton Community College District 2006, 2007, 2008, 2009 and 2010 El Camino Community College District 2010 Glendora Unified School District 2006, 2007, 2008 and 2009 Monrovia Unified School District 2010 Temple City Unified School District 2006, 2007 and 2009 Walnut Valley Unified School District 2008 and 2009

Each such Participant, however, is now current with regard to the filing of its Annual Reports for the years indicated above. In addition, certain of the Participants have not filed certain event notices with respect to certain ratings changes in a timely fashion pursuant to the Rule. Each Participant is otherwise in compliance with all of the covenants contained in its existing continuing disclosure agreements in all material respects. In addition, each Participant is expected to implement internal procedures to ensure it will comply with its respective obligations under its existing continuing disclosure agreements in the future. The Annual Reports of each Participant and any event notices are on file with the Electronic Municipal Market Access System (“EMMA”) and can be accessed at http://emma.msrb.org/, which website is not incorporated herein by reference.

Other Reports. Each Participant regularly prepares a variety of reports, including audits, budgets and related documents. Any owner of a Certificate may obtain a copy of any such report, as available, from any such Participant at its respective address designated in Appendix A hereto. Additional information regarding this Official Statement may be obtained by contacting: the Los Angeles County

Office of Education, 9300 Imperial Highway, Downey, California 90242-2890; Attention, Assistant Director.

LITIGATION

There is no litigation now pending or threatened (i) to restrain or enjoin the issuance or sale of the Notes or the execution and delivery of the Certificates; (ii) questioning or affecting the validity of the Notes, the Certificates or the Resolutions; or (iii) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution or delivery of the Notes or the Certificates.

There are a number of lawsuits and claims pending against certain of the Participants. The aggregate amount of uninsured liabilities of the Participants which may result from such suits and claims, as determined by the Participants, will not, in the opinion of each Participant (as to its own uninsured liabilities only), materially affect the Participants’ finances or impair their ability to pay amounts sufficient to pay principal of and interest on the Notes as evidenced and represented by the Certificates.

RATINGS

The Series B-1 Certificates have been assigned the rating of “SP-1+” by S&P, the Series B-2 Certificates have been assigned the rating of “SP-1+” by S&P, the Series B-3 Certificates have been assigned the rating of “SP-1+” by S&P, the Series B-4 Certificates have been assigned the rating of “SP-1+” by S&P, the Series B-5 Certificates have been assigned the rating of “SP-1+” by S&P, the Series B-6 Certificates have been assigned the rating of “SP-1+” by S&P and the Series B-7 Certificates have been assigned the rating of “SP-1+” by S&P. The ratings reflect only the views of S&P, and the Participants make no representation as to the appropriateness of the ratings. An explanation of the significance of such rating may be obtained at the following address: Standard & Poor’s, 55 Water Street, New York, New York 10041, tel. (212) 208-8000. Further, there is no assurance that such ratings will continue for any given period of time or that it will not be revised or withdrawn entirely if, in the sole judgment of S&P, circumstances so warrant. Any downward revision or withdrawal of the ratings may have an adverse effect on the trading value and the market price of the Certificates.

LEGAL MATTERS

Legal matters incident to the authorization, issuance and sale of the Certificates and the Notes will be subject to the final approving opinion of Hawkins Delafield & Wood LLP, Los Angeles, California, Bond Counsel, the proposed form of which is attached hereto as Appendix C. Certain legal matters will be passed upon for the Underwriters by their counsel, Fulbright & Jaworski L.L.P., Los Angeles, California.

UNDERWRITING

The Certificates are being purchased by RBC Capital Markets, LLC and E. J. De La Rosa & Co., Inc. (collectively, the “Underwriters”). Pursuant to the Purchase Contract, dated February 23, 2012, by and between the Treasurer and RBC Capital Markets, LLC, as representative of the Underwriters (the “Purchase Contract”), the Underwriters have agreed to purchase the Certificates at a price of $448,045,031.50 which represents the aggregate principal amount of the Notes evidenced and represented by the Certificates in the amount of $443,000,000.00, less an Underwriters’ discount of $897,187.50 and plus a premium in the amount of $5,942,219.00. The Purchase Contract provides that the Underwriters will purchase all of the Certificates, if any are purchased. The obligation to make such purchase is subject to certain terms and conditions set forth in the Purchase Contract, the approval of certain legal matters by Underwriters’ Counsel and certain other conditions.

The Underwriters may offer and sell the Certificates to certain dealers and others at a price lower than the initial public offering price. The offering price may be changed from time to time by the Underwriters.

MISCELLANEOUS

This Official Statement is not to be construed as a contract or agreement between the Participants and the purchasers or owners of any of the Certificates. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Neither the County nor the Participants have entered into any contractual arrangement to provide information on a continuing basis to investors or any other party. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as opinions and not as representations of fact. 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 the affairs of the Participants since the date hereof. The delivery of this Official Statement has been duly authorized by the Participants.

48 APPENDIX A

PARTICIPANT INFORMATION AND CASH FLOW STATEMENTS

Unless otherwise indicated, the following information has been provided by the Participants concerning their operations. Additional information concerning the Participants and copies of their most recent (as well as subsequent) audited financial statements may be obtained by contacting a Participant at the address set forth for such Participant in this Appendix A.

The cash flow projections in the following pages represent the current best estimate of the respective Participant, based on information available as of the date of the projections. However, due to the uncertainties inherent in the State of California budgeting process (See “PARTICIPANT FINANCES – State Assistance”), these projections are subject to change and may vary considerably from actual cash flows experienced by the respective Participants during the 2011-12 Fiscal Year.

50493454.4 A-1 ABC UNIFIED SCHOOL DISTRICT

ABC Unified School District 16700 Norwalk Boulevard Cerritos, CA 90703 Attn: Assistant Superintendent/Chief Financial Officer

General

The District provides educational services to the residents of the Cities of Artesia, Cerritos, Hawaiian Gardens and portions of the Cities of Lakewood, Long Beach, and Norwalk. The District began operations as a unified district on July 1, 1965. As of June 30, 2011, the District operated 19 elementary schools, five middle schools, one grade 7-12 school, three comprehensive high schools, one continuation school, one alternative education site, one preschool program, and one adult education program.

Organization

The District is governed by a seven-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds - Current Interest $26,200,000 Premium on Issuance 416,237 General Obligation Bonds - Capital Appreciation 40,609,470 Accumulated Vacation – Net 662,960 Postemployment Benefits 3,430,854 Claims Liability 518,304 TOTAL LONG-TERM OBLIGATIONS $71,837,915

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District has reached a tentative agreement with all employee groups for four furlough days or equivalent savings for the 2011-12 budget year. The agreement, if approved, is projected to save the District approximately 2.14% ($2.2 million) in salary and benefits.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 $862,000 reduction in revenues due to the State’s December 2011 budget reduction;

 Step and column increase offset by the retirement of 44 employees;

 Delayed/postponed hiring of non-classroom personnel for a savings of up to $400,000;

A-2  Continued four furlough days for a savings of $2,160,000;

 Transferred money from Adult School Fund for a savings of $1,000,000;

 Redirected Title II funding and reduced District Office expense for a savings of $460,000;

 Increased K-3 class size from 24 to 28 for a savings of $1,200,000;

 Deferred State Apportionments – the District is using the deferral schedule provided by the County Office of Education based on the 2011-12 State Budget;

 The District has a contingency plan, which the Board of Education is expected to approve on March 6, 2012 to address the projected $7.4 million potential budget shortfall should the Governor’s November 2012 tax initiative (the “2012 Tax Initiative”) fail.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 20,122 $5,773.62 2008-09 20,015 6,102.62 2009-10 19,923 6,364.62 2010-11 19,949 5,284.90 2011-12(1) 19,949 5,294.37 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

ABC UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $10,711,266,974 $3,698,445 $526,703,887 $11,241,669,306 2008-09 11,363,048,761 3,585,399 615,420,712 11,982,054,872 2009-10 11,138,700,600 3,585,399 618,179,844 11,760,465,843 2010-11 11,034,704,973 3,585,399 592,413,484 11,630,703,856 2011-12 11,248,689,306 3,788,414 606,271,925 11,858,749,645 ______Source: California Municipal Statistics, Inc.

A-3 Retirement Systems

The District participates in the California State Teachers’ Retirement System (“CalSTRS”) for qualified certificated employees. Employees are required to contribute 8.0 percent of eligible salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by the CalSTRS Teachers’ Retirement Board. The required employer contribution rate for Fiscal Year 2010-11 was 8.25 percent of annual payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalSTRS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $6,909,737 2009-10 6,920,960 2008-09 7,394,705

The District also participates in the California Public Employees’ Retirement System (“CalPERS”) for all full-time and some part-time classified employees. Active plan members are required to contribute 7.0 percent of their salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by the CalPERS Board of Administration. The required employer contribution rate for Fiscal Year 2010- 11 was 10.707 percent of covered payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalPERS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $2,902,829 2009-10 2,585,125 2008-09 2,617,439

Post Employment Benefits

The Postemployment Benefit Plan (“the Plan”) is a single-employer defined benefit healthcare plan administered by the District. The Plan provides medical benefits to eligible retirees and their dependents. As of June 30, 2011, membership of the Plan consisted of 190 retirees and beneficiaries currently receiving benefits, 35 terminated plan members entitled to, but not yet receiving benefits, and 1,650 active plan members. The required contribution is based on projected pay-as-you-go financing requirements, with an additional amount to prefund benefits as determined annually through agreements between the District, ABC Federation of Teachers, Classified Schools Employees Association (“CSEA”), and the unrepresented groups. According to the District’s last actuarial report, dated November 1, 2008, the annual required contribution was $2,563,884 and the Unfunded Actuarial Accrued Liability (“UAAL”) was 25,515,431. For fiscal year 2010-11, the District contributed $1,597,619 to the Plan, all of which was used for current premiums. This resulted in a net other postemployment benefits obligation of $3,430,854.

A-4 Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult School Fund $ 2,528,237 $ 862,000 $ 862,000 Nutrition Services Fund 1,351,703 1,719,643 1,815,551 Special Reserve Fund No. 1 5,796,105 5,706,692 5,772,114 Special Reserve Fund No. 2 3,614,137 4,820,816 4,653,137 Deferred Maintenance Fund 3,846,620 3,813,776 3,518,991 Total $17,136,802 $16,922,927 $16,621,793

Prospective purchasers of the Certificates should be aware that such funds have restricted uses but can be used as alternative sources of liquidity for the payment of District obligations; no representation is made by the District that such funds would in fact be made available for the payment of its Note in the absence of other revenues.

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

ABC UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE – revised $ 16,257,674 $ 16,355,178 $ 20,142,239 Total Revenues 176,038,269 163,926,628 169,767,279 Total Beginning Fund Balance and Revenues 192,295,943 180,281,806 189,909,518 Total Expenditures 176,864,698 166,588,977 170,533,515 Other Financing Sources (Uses) 923,933 760,470 3,078,933 ENDING FUND BALANCE $ 16,355,178 $ 14,453,299 $ 22,454,936

A-5 Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

ABC UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 20,142,239 $ 16,048,118 Total Revenues 164,779,617 159,944,190 Total Beginning Fund Balance and Revenues 184,921,856 175,992,308 Total Expenditures 166,320,844 164,449,528 Other Financing Sources (Uses) 3,078,933 3,123,933 ENDING FUND BALANCE $ 21,679,945 $ 14,666,713 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

ABC UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 and 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $35,421,178 $35,427,353 $49,493,671

Liabilities $19,066,000 $20,974,054 $27,038,735 Fund Balance 16,355,178 14,453,299 22,454,936 Total Liabilities and Fund Balance $35,421,178 $35,427,353 $49,493,671

A-6 Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

ABC UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $17,674,741.61 $665,563.15 3.77% 2007-08 19,168,337.10 955,449.94 4.98 2008-09 20,349,283.94 951,568.65 4.68 2009-10 19,924,702.67 682,596.62 3.43 2010-11 19,801,682.00 474,461.34 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,385,497.05 $70,204.00 2.94% 2007-08 2,601,610.03 98,053.58 3.77 2008-09 2,668,379.88 80,769.08 3.03 2009-10 2,951,153.80 70,535.07 2.39 2010-11 3,174,477.37 58,153.83 1.83 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

ABC UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Macerich Cerritos LLC Shopping Center $291,719,795 2.59% 2. Walton CWCA O’Donnell Cerritos 46 LLC Industrial 167,928,181 1.49 3. Cerritos Office Center Office Building 89,385,000 0.79 4. Maguire Partners Inc. Office Building 76,750,000 0.68 5. Cerritos Towne Center LLC, Lessee Shopping Center 73,493,169 0.65 $699,276,145 6.22% ______(1) 2011-12 Local Secured Assessed Valuation: $11,248,699,306. Source: California Municipal Statistics, Inc.

A-7 ABC UNIFIED SCHOOL DISTRICT CASH FLOWS

A-8 ABC Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $7,828,850 $4,446,160 $15,674,861 $33,383,305 $22,193,494 $12,252,450 $18,466,376 $33,587,208 $24,837,628 $29,165,670 $25,901,260 $14,587,512 $7,828,850 BEGINNING CASH EXCLUDING TRAN $1,618,850 ($1,763,840) $9,464,861 $27,173,305 $15,983,494 $12,252,450 $18,466,376 $33,587,208 $24,837,628 $14,165,670 $10,901,260 ($412,488) $7,828,850 RECEIPTS Revenue Limit Property Taxes 360,659 493,342 55,067 808,853 4,507,968 683,854 376,818 2,339,034 362,905 9,988,500 Principal Apportionment 10,053,231 7,654,857 7,654,857 21,416,738 541,798 4,984,542 1,625,394 41,872,870 95,804,287 2010-11 Deferrals 8,517,762 14,262,206 7,707,608 1,510,164 31,997,740 Other 564,576 564,576 Federal Revenue 485,589 5,239,159 1,207,319 260,732 798,125 1,505,084 376,708 1,359,469 1,109,987 1,236,499 1,179,843 1,106,389 15,864,903 Other State Revenue 2,562,850 2,487,122 2,222,359 2,445,467 4,258,511 6,664,263 2,619,207 3,157,072 2,674,276 1,705,082 3,002,601 33,798,810 Other Local Revenue 276,539 200,597 117,338 334,280 429,207 685,151 355,018 420,071 584,833 221,307 270,545 270,546 4,165,432 Interfund Transfer In 2,000,000 2,000,000 Other Financing Sources 2,123,933 1,000,000 3,123,933 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 12,203,399 20,195,304 21,572,618 4,382,602 12,136,509 22,735,504 30,496,581 5,317,363 4,851,892 11,455,658 5,143,769 4,944,112 41,872,870 197,308,181 DISBURSEMENTS Certificated Salaries 8,135,546 4,492,557 541,520 8,002,886 7,833,186 7,303,504 7,162,888 7,106,332 6,984,099 7,191,529 7,211,974 6,591,704 78,557,725 Classified Salaries 2,649,161 1,834,989 1,437,350 2,567,054 2,718,475 2,606,617 2,334,614 2,319,586 2,315,653 2,331,702 2,352,142 2,400,530 27,867,873 Employee Benefits 3,636,458 706,665 556,441 3,417,029 3,446,306 3,506,035 3,307,524 3,343,891 3,246,428 3,358,720 3,308,000 3,355,860 35,189,357 Books, Supplies and Services 1,128,515 1,888,176 1,305,497 1,233,356 1,367,187 2,316,676 1,797,498 871,458 2,977,670 1,248,731 1,259,124 1,585,001 18,978,889 Capital Outlay 36,409 44,216 23,366 257,068 38,092 15,396 86,172 87,453 48,843 45,443 682,458 Other Outgo 95,020 309,057 773,350 773,225 339,504 501,933 277,434 103,703 3,173,226 Interfund Transfers Out 2,000,000 2,000,000 TOTAL DISBURSEMENTS 15,586,089 8,966,603 3,864,174 15,572,413 15,712,303 16,521,578 15,375,749 14,066,943 15,523,850 14,720,068 16,457,517 14,082,241 0 166,449,528 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 155,250 155,250 TOTAL PY TRANSACTIONS 0000(155,250) 0 0000000(155,250) NET INCREASE/DECREASE (3,382,690) 11,228,701 17,708,444 (11,189,811) (3,731,044) 6,213,926 15,120,832 (8,749,580) (10,671,958) (3,264,410) (11,313,748) (9,138,129) 41,872,870 30,858,653 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 15,000,000 15,000,000 Cross FY TRAN Disbursements 6,210,000 6,210,000 ENDING CASH EXCLUDING TRAN ($1,763,840) $9,464,861 $27,173,305 $15,983,494 $12,252,450 $18,466,376 $33,587,208 $24,837,628 $14,165,670 $10,901,260 ($412,488) ($9,550,617) ($9,550,617) TRAN BALANCE AVAILABLE 6,210,000 6,210,000 6,210,000 6,210,000 0 0 0 0 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 ENDING CASH INCLUDING TRAN 4,446,160 15,674,861 33,383,305 22,193,494 12,252,450 18,466,376 33,587,208 24,837,628 29,165,670 25,901,260 14,587,512 5,449,383 5,449,383

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $5,449,383 $18,566,209 $32,703,166 $43,912,149 $31,049,508 $26,543,898 $21,524,166 $38,319,099 $33,429,473 $23,082,370 $21,076,228 $13,964,758 $5,449,383 BEGINNING CASH EXCLUDING TRAN ($9,550,617) $3,566,209 $17,703,166 $28,912,149 $16,049,508 $19,043,898 $21,524,166 $38,319,099 $33,429,473 $23,082,370 $21,076,228 $13,964,758 $5,449,383 RECEIPTS Revenue Limit Property Taxes 358,756 502,495 58,453 400,115 4,592,314 768,751 461,795 2,492,307 464,725 10,099,711 Principal Apportionment 11,522,954 0 8,863,811 8,863,811 24,917,160 5,219,800 1,181,841 6,992,562 4,628,879 26,295,972 98,486,790 2011-12 Deferrals 25,130,757 17,463,747 42,594,504 Other 0 Federal Revenue 481,857 5,142,889 1,053,587 207,000 603,036 1,357,260 228,884 1,211,645 962,163 1,088,675 1,032,019 958,566 14,327,581 Other State Revenue 2,661,174 2,585,446 2,320,683 5,889,541 3,878,871 6,284,623 2,239,567 2,777,432 2,294,636 1,325,442 2,622,957 34,880,372 Other Local Revenue 284,176 208,234 124,975 341,917 254,941 718,774 388,641 453,694 618,456 254,930 304,168 304,165 4,257,071 Interfund Transfer In 0 Other Financing Sources 1,623,933 1,623,933 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 28,916,720 23,317,365 15,286,962 2,928,053 17,635,377 19,411,030 32,588,059 9,586,501 5,539,892 13,123,110 7,755,233 3,885,688 26,295,972 206,269,962 DISBURSEMENTS Certificated Salaries 8,351,466 4,708,477 757,440 8,218,806 7,427,341 7,608,248 7,467,632 7,411,076 7,288,843 7,496,273 7,516,718 6,896,444 81,148,764 Classified Salaries 2,656,894 1,842,722 1,445,083 2,574,787 2,652,136 2,624,932 2,352,929 2,337,901 2,333,968 2,350,017 2,370,457 2,418,840 27,960,666 Employee Benefits 3,676,608 746,815 596,591 3,457,179 3,476,597 3,547,593 3,349,082 3,385,449 3,287,986 3,400,278 3,349,558 3,397,420 35,671,156 Books, Supplies and Services 1,085,195 1,844,856 1,262,177 1,190,036 1,030,929 2,315,204 1,796,026 869,986 2,976,198 1,247,259 1,257,654 1,583,526 18,459,046 Capital Outlay 29,731 37,538 16,688 250,390 38,989 7,203 77,979 79,260 40,650 37,253 615,681 Other Outgo 99,496 14,995 827,582 827,457 393,736 556,165 331,666 157,934 3,209,031 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 15,799,894 9,180,408 4,077,979 15,790,694 14,640,987 16,930,762 15,793,126 14,476,127 15,886,995 15,129,252 14,866,703 14,491,417 0 167,064,344 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 0 TOTAL PY TRANSACTIONS 000000000000 0 NET INCREASE/DECREASE 13,116,826 14,136,957 11,208,983 (12,862,641) 2,994,390 2,480,268 16,794,933 (4,889,626) (10,347,103) (2,006,142) (7,111,470) (10,605,729) 26,295,972 39,205,618 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 0 Cross FY TRAN Disbursements 7,500,000 7,500,000 15,000,000 ENDING CASH EXCLUDING TRAN $3,566,209 $17,703,166 $28,912,149 $16,049,508 $19,043,898 $21,524,166 $38,319,099 $33,429,473 $23,082,370 $21,076,228 $13,964,758 $3,359,029 $3,359,029 TRAN BALANCE AVAILABLE 15,000,000 15,000,000 15,000,000 15,000,000 7,500,000 0 000000 0 ENDING CASH INCLUDING TRAN 18,566,209 32,703,166 43,912,149 31,049,508 26,543,898 21,524,166 38,319,099 33,429,473 23,082,370 21,076,228 13,964,758 3,359,029 3,359,029 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-9 A-9

ALHAMBRA UNIFIED SCHOOL DISTRICT

Alhambra Unified School District 1515 W. Mission Road Alhambra, CA 91803 Attn: Assistant Superintendent, Financial Services

General

The Alhambra City High School District and the Alhambra City School District merged to become the Alhambra Unified School District on July 1, 2004. The former Alhambra City High School District was established in 1889 and the Alhambra City School District was established in 1886. As of June 30, 2011, the District provided K-12 and Adult Education at three comprehensive high schools, one continuation high school, one alternative high school, thirteen elementary schools and an adult education program. Encompassing approximately 25 square miles, the District includes the City of Alhambra and a portion of the City of Monterey Park.

Organization

The District is governed by a five-member Board of Education, whose members are elected to staggered four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds $162,158,797 Unamortized Premium on Issuance 4,449,717 Other Post-Employment Benefits 15,543,996 Compensated Absences 1,398,809 TOTAL $183,551,319

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

Both the classified employees and certificated employees groups settled for Fiscal Year 2010-11 and are currently working under terms of that negotiated agreement. The District and its employees plan to start negotiations for Fiscal Year 2011-12 in the spring of 2012.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o $3.3 million is attributable to Class Size Reduction ($1.7 million) and State Lottery and Instructional Materials ($1.5 million);

o The remaining $100,000 includes funding for State programs, including after school enrichment, California Partnership Academies, Special Education Early Intervention, and Workability programs.

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 Revenue Limit reduction of $260,729 (0.25%).

 Transportation reduction of $665,658 (50%).

 Increase Health and Welfare costs of 5%. Increase due to certificated step and column of 1.45%. Increase due to classified step and column of 0.6%.

 The District built its budget for fiscal year 2011-12 with anticipation of the State trigger cuts. An early retirement incentive is being offered in fiscal year 2011-12 that is expected to cost $2,206,215 but is projected to save the District money. The savings are anticipated to be approximately $1.6 million per year. As of February 3, 2012, 12 employees have accepted the retirement. The District anticipates another 12, totaling 24, by June 12, 2012.

 The K-3 Class size ratio was increased in 2011-12 to 23:1 which resulted in a reduction of approximately 16 full-time equivalent certificated staff. There have not been any changes to 4th – 12th grade class size.

 The District has set aside $23 million in ending fund balance in anticipation of fluctuations in State revenues. Should the District require further cuts to its budget, the District may release all temporary teachers, increase class sizes, and provide 45-day notices to classified employees.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 18,344 $6,528.72 2008-09 18,153 6,370.36 2009-10 18,292 5,599.50 2010-11 17,902 5,908.57 2011-12(1) 18,031 5,832.66 ______(1) Projected in the District’s 2011-12 First Interim Report.

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Assessed Value

ALHAMBRA UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $11,970,961,180 $23,514,849 $278,644,132 $12,273,120,161 2008-09 12,641,557,271 23,514,849 292,604,913 12,957,677,033 2009-10 12,866,013,269 7,945,615 284,902,625 13,158,861,509 2010-11 12,986,177,607 7,889,115 282,928,092 13,276,994,814 2011-12 13,281,730,979 16,689,115 286,586,098 13,585,006,192 ______Source: California Municipal Statistics, Inc.

Retirement Systems

The District participates in CalSTRS for qualified certificated employees. Employees are required to contribute 8.0 percent of eligible salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalSTRS Teachers’ Retirement Board. The required employer contribution rate for Fiscal Year 2010- 11 was 8.25 percent of annual payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalSTRS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $5,938,830 2009-10 6,171,208 2008-09 6,287,598

The District also participates in CalPERS for all full-time and some part-time classified employees. Active plan members are required to contribute 7.0 percent of their salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalPERS Board of Administration. The required employer contribution rate for Fiscal Year 2010-11 was 10.707 percent of covered payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalPERS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $2,488,949 2009-10 2,389,084 2008-09 2,365,262

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Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. The District was required to comply with GASB Statement No. 45 (“GASB 45”) beginning with the Fiscal Year beginning July 1, 2007. The District completed an actuarial study in 2011 of its other post-employment benefit obligations as of June 30, 2009. Membership according to that study consisted of 822 retirees and beneficiaries, and 1,049 active plan members. The District’s Unfunded Actuarial Accrued Liability (“UAAL”) was $142,539,271. The Annual Required Contribution was $11,491,484. For fiscal year 2011-12, the District contributed $10,386,112 for post employment benefits, all of which was used for current premiums. The District has set aside $2,892,041 in the Retiree Benefit Trust Fund to be used for retiree health benefits.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance as Projected Balance as Name of Fund June 30, 2011 of June 30, 2012 of June 30, 2013

Self-Insurance Fund $34,857,068 $31,327,157 $31,327,157 Deferred Maintenance Fund 2,916,008 1,104,595 1,104,595 Capital Facilities Fund 1,627,329 1,996,791 1,996,791

Total $39,400,405 $34,428,543 $34,428,543

Accounting Practices and Audited Financial Report

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

ALHAMBRA UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 23,085,623 $ 30,047,919 $ 29,747,250

Total Revenues 173,271,479 161,904,625 177,121,181

Total Beginning Fund Balance and Revenues 196,357,102 191,952,544 206,868,431

Total Expenditures 165,061,142 160,189,153 159,578,811

Other Financing Sources (Uses) (1,248,041) (4,176,496) (3,650,179)

ENDING FUND BALANCE $ 30,047,919 $ 27,586,895 $ 43,639,441

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

ALHAMBRA UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 29,747,250 $ 43,639,441

Total Revenues 168,196,197 165,033,215

Total Beginning Fund Balance and 197,943,447 208,672,656

Total Expenditures 167,198,151 168,584,766

Other Financing Sources (Uses) (1,818,237) (1,430,676)

ENDING FUND BALANCE $ 28,927,059 $ 38,657,214 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund Balance Sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

ALHAMBRA UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEET FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $39,444,191 $38,352,779 $49,576,319

Liabilities $ 9,396,272 $10,765,884 $ 5,936,878 Fund Balance 30,047,919 27,586,895 43,639,441 Total Liabilities and Fund Balance $39,444,191 $38,352,779 $49,576,319

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Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

ALHAMBRA UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $13,404,947.90 $508,714.51 3.79% 2007-08 14,585,768.23 732,934.02 5.02 2008-09 15,254,766.53 718,355.24 4.71 2009-10 15,496,882.96 534,461.06 3.45 2010-11 15,667,011.66 377,878.91 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $4,903,054.70 $ 95,801.18 1.95% 2007-08 4,886,515.25 113,092.35 2.31 2008-09 3,474,761.80 88,102.46 2.54 2009-10 4,967,550.03 101,740.16 2.05 2010-11 5,830,231.19 89,888.04 1.54 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Bond debt service levy. Includes general obligation bonds issued as Election of 1999 Series A, 1999 Series B, 2005 Refunding and 2004 Series A. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

ALHAMBRA UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Alhambra Office Community LLC Office Building $186,513,757 1.40% 2. Los Angeles Corporate Center LLC Office Building 73,023,572 0.55 3. Atlantic Times Square II LLC Commercial 64,559,972 0.49 4. Garfield Calmed Investment LP Hospital 49,530,588 0.37 5. GMS Five LLC Shopping Center 26,277,657 0.20 $399,905,546 3.01% ______(1) 2011-12 Local Secured Assessed Valuation: $13,281,730,979. Source: California Municipal Statistics, Inc.

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ALHAMBRA UNIFIED SCHOOL DISTRICT CASH FLOWS

A-16A-15 Alhambra Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $14,505,135 $10,337,679 $11,420,032 $20,466,951 $11,300,064 $28,904,570 $35,211,142 $47,891,153 $36,002,671 $30,297,114 $23,430,795 $15,367,740 $14,505,135 BEGINNING CASH EXCLUDING TRAN $14,505,135 $10,337,679 $11,420,032 $20,466,951 $11,300,064 $28,904,570 $35,211,142 $47,891,153 $36,002,671 $25,297,114 $18,430,795 $10,367,740 $14,505,135 RECEIPTS Revenue Limit Property Taxes 673,971 732,456 57,808 0 879,287 6,529,887 1,988,486 1,231,001 527,572 527,572 1,636,771 1,254,168 1,701,197 17,740,176 Principal Apportionment 0 0 9,217,462 0 7,844,890 7,844,890 22,052,858 435,827 0 4,009,611 1,307,482 0 34,452,426 87,165,446 2010-11 Deferrals 6,583,079 10,607,391 6,155,781 0 0 0 000000023,346,251 Other 000000000000285,087 285,087 Federal Revenue 256,036 505,791 1,524,675 0 328,228 1,969,367 984,683 164,114 1,641,139 1,148,797 1,477,025 1,312,911 5,098,623 16,411,389 Other State Revenue 2,521,855 3,523,226 6,993,590 0 394,059 0 545,228 2,344,482 2,453,528 2,726,142 1,090,457 1,363,071 3,305,781 27,261,419 Other Local Revenue 74,200 20,347 842,402 3,946,880 207,596 0 2,266,829 161,916 323,833 647,665 1,942,996 0 5,756,971 16,191,635 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 10,109,141 15,389,211 24,791,718 3,946,880 9,654,060 16,344,144 27,838,084 4,337,340 4,946,072 9,059,787 7,454,731 3,930,150 50,600,085 188,401,403 DISBURSEMENTS Certificated Salaries 596,619 708,115 6,753,192 6,798,206 7,151,271 7,071,410 6,962,507 7,245,654 7,151,271 7,223,873 7,220,487 7,115,923 603,213 72,601,741 Classified Salaries 1,085,442 1,190,969 1,978,302 2,020,014 2,163,316 2,046,884 2,044,555 2,123,729 2,053,870 2,100,443 2,186,603 2,126,058 166,320 23,286,505 Employee Benefits 625,345 1,771,398 3,908,355 4,030,144 4,279,311 4,257,046 4,243,687 4,292,670 4,261,499 4,279,311 4,288,217 1,939,661 2,353,126 44,529,770 Books, Supplies and Services 1,295,889 1,249,392 1,230,453 1,645,248 1,698,740 996,500 1,401,500 1,477,800 1,690,000 1,640,000 1,731,000 1,809,456 7,376,355 25,242,333 Capital Outlay 0 45,958 70,305 229,689 19,048 19,048 19,048 19,048 19,048 19,048 19,048 19,048 0 498,336 Other Outgo 0 10,835 10,835 590,980 591,000 109,000 1,391,125 2,703,775 Interfund Transfers Out 0 1,425,676 1,425,676 TOTAL DISBURSEMENTS 3,603,295 4,965,832 13,940,607 14,723,301 15,311,686 14,401,723 14,682,132 15,749,881 15,175,688 15,853,675 15,445,355 13,119,146 13,315,815 170,288,136 PRIOR YEAR TRANSACTIONS Accounts Receivable (6,472,818) (8,571,222) (3,044,855) 1,549,265 23,408,597 4,840,092 20,000 11,729,059 Accounts Payable 4,200,484 769,804 (1,240,663) (60,269) 146,465 475,941 475,941 475,941 475,941 72,431 72,431 72,431 5,936,878 TOTAL PY TRANSACTIONS (10,673,302) (9,341,026) (1,804,192) 1,609,534 23,262,132 4,364,151 (475,941) (475,941) (475,941) (72,431) (72,431) (52,431) 0 5,792,181 NET INCREASE/DECREASE (4,167,456) 1,082,353 9,046,919 (9,166,887) 17,604,506 6,306,572 12,680,011 (11,888,482) (10,705,557) (6,866,319) (8,063,055) (9,241,427) 37,284,270 18,113,267 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 5,000,000 5,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $10,337,679 $11,420,032 $20,466,951 $11,300,064 $28,904,570 $35,211,142 $47,891,153 $36,002,671 $25,297,114 $18,430,795 $10,367,740 $1,126,313 $1,126,313 TRAN BALANCE AVAILABLE 000000 05,000,000 5,000,000 5,000,000 5,000,000 5,000,000 ENDING CASH INCLUDING TRAN 10,337,679 11,420,032 20,466,951 11,300,064 28,904,570 35,211,142 47,891,153 36,002,671 30,297,114 23,430,795 15,367,740 6,126,313 6,126,313

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $6,126,313 $20,732,374 $33,067,219 $33,330,085 $26,887,183 $24,708,358 $29,011,455 $42,485,211 $32,355,914 $27,655,843 $21,439,348 $14,184,995 $6,126,313 BEGINNING CASH EXCLUDING TRAN $1,126,313 $15,732,374 $28,067,219 $28,330,085 $21,887,183 $22,208,358 $29,011,455 $42,485,211 $32,355,914 $22,655,843 $16,439,348 $9,184,995 $6,126,313 RECEIPTS Revenue Limit Property Taxes 673,971 732,456 57,808 38,023 878,197 6,521,824 1,986,088 1,229,476 526,918 526,918 1,634,810 1,252,643 1,659,251 17,718,383 Principal Apportionment 0 0 10,482,464 0 7,981,571 7,981,571 22,330,663 443,421 0 4,079,470 1,330,262 0 33,944,075 88,573,497 2011-12 Deferrals 19,699,391 13,772,141 0000000000033,471,532 Other 0000000000000 0 Federal Revenue 00001,032,094 2,459,429 1,165,147 1,034,094 1,609,116 1,126,381 1,448,204 1,287,294 4,929,402 16,091,161 Other State Revenue 2,521,855 3,523,226 6,993,590 0 394,059 0 530,346 2,280,489 2,386,558 2,651,731 1,060,693 1,325,866 2,848,901 26,517,314 Other Local Revenue 74,200 20,347 842,402 3,946,880 207,596 0 2,286,677 163,334 326,668 653,336 1,960,009 1,206,001 4,645,957 16,333,407 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 22,969,417 18,048,170 18,376,264 3,984,903 10,493,517 16,962,824 28,298,921 5,150,814 4,849,260 9,037,836 7,433,978 5,071,804 48,027,586 198,705,294 DISBURSEMENTS Certificated Salaries 596,619 708,115 6,653,922 6,653,922 6,653,922 6,653,922 6,653,922 6,653,922 6,653,922 6,653,922 6,653,922 6,653,925 3,326,961 71,170,918 Classified Salaries 1,085,442 1,190,969 2,012,462 2,012,462 2,012,462 2,012,462 2,012,462 2,012,462 2,012,462 2,012,462 2,012,462 2,012,460 1,006,231 23,407,260 Employee Benefits 625,345 1,771,398 4,131,011 4,131,011 4,131,011 4,131,011 4,131,011 4,131,011 4,131,011 4,131,011 4,131,011 4,131,010 2,065,505 45,772,357 Books, Supplies and Services 1,295,889 1,249,392 1,230,453 1,889,973 1,634,510 1,611,060 1,994,360 1,869,160 1,729,360 1,843,360 1,868,360 1,733,358 6,459,883 26,409,118 Capital Outlay 0 22,576 22,576 22,576 22,576 22,576 22,576 22,576 22,576 22,576 22,576 22,576 0 248,336 Other Outgo 0000010,835 10,835 590,980 0 591,000 0 109,000 1,515,488 2,828,138 Interfund Transfers Out 0000000000001,234,222 1,234,222 TOTAL DISBURSEMENTS 3,603,295 4,942,450 14,050,424 14,709,944 14,454,481 14,441,866 14,825,166 15,280,111 14,549,331 15,254,331 14,688,331 14,662,329 15,608,290 171,070,349 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 0 4,282,139 4,282,139 4,282,139 4,282,139 20,000 17,148,556 Accounts Payable 4,760,061 770,875 8,345,113 0 0 0 13,876,049 TOTAL PY TRANSACTIONS (4,760,061) (770,875) (4,062,974) 4,282,139 4,282,139 4,282,139 0000020,000 3,272,507 NET INCREASE/DECREASE 14,606,061 12,334,845 262,866 (6,442,902) 321,175 6,803,097 13,473,755 (10,129,297) (9,700,071) (6,216,495) (7,254,353) (9,570,525) 32,419,296 27,634,945 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 5,000,000 5,000,000 Cross FY TRAN Disbursements 2,500,000 2,500,000 5,000,000 ENDING CASH EXCLUDING TRAN $15,732,374 $28,067,219 $28,330,085 $21,887,183 $22,208,358 $29,011,455 $42,485,211 $32,355,914 $22,655,843 $16,439,348 $9,184,995 ($385,530) ($385,530) TRAN BALANCE AVAILABLE 5,000,000 5,000,000 5,000,000 2,500,000 0 0 0 0 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 ENDING CASH INCLUDING TRAN 20,732,374 33,067,219 33,330,085 24,387,183 22,208,358 29,011,455 42,485,211 32,355,914 27,655,843 21,439,348 14,184,995 4,614,470 4,614,470 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT

Antelope Valley Union High School District 44811 North Sierra Hwy. Lancaster, CA 93534 Attn: Chief Financial Officer

General

The Antelope Valley Union High School District covers a geographic area of approximately 1,700 square miles from the Angeles Forest in the south, to the Kern county line in the north, and from the Ventura/Kern county lines in the west, to the San Bernardino county line in the east. As of June 30, 2011, the District operated 8 comprehensive and 4 continuation high schools, one community day school, with additional educational opportunities offered by the Regional Occupation Program and Adult Education campuses.

Organization

The District is governed by a five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance 2002 General obligation bonds $ 92,916,815 Premium on issuance 1,026,805 Energy Assistance Loan 837,702 Accumulated vacation 1,042,875 Capital lease 123,197 Other postemployment benefits 7,428,353 TOTAL LONG-TERM OBLIGATIONS $103,375,747

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $10,000,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on March 30, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-2 Notes prior to the date hereof.

Collective Bargaining Agreements

The District is currently in the second year of a three year contract with its certificated staff. This agreement expires June 30, 2012 with salary re-openers for 2011-12. The contract with classified employees expired June 30, 2010. The terms of the expired contract will remain in effect until a new agreement is negotiated.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o February 2012 deferred to July 2012: $11,503,067; o March 2012 deferred to April 2012: $4,750,090; o March 2012 deferred to August 2012: $2,679,538; o April 2012 deferred to July 2012: $2,422,411; o April 2012 deferred to August 2012: $8,282,208; o May 2012 deferred to July 2012: $4,479,430; o May 2012 deferred to August 2012: $5,670,335; o June 2012 deferred to July 2012: $10,358,580;

 Uniform allowance for specific positions and suspension of sick pay incentive: $122,865. All payments were to be made in June 2012;

 All step and column costs have been budgeted for 2012-13. Certificated staff have a benefits cap. That cap has been reached and no further increases in benefits costs have been budgeted;

 Employee contracts were approved to implement furlough days if the State trigger cuts reached a specific dollar amount impact to the District. Based on the Governor’s announcement, the financial impact to our District did not require the implementation of furlough days;

 For fiscal year 2012-13, the multi-year projection includes reductions to employee compensation, which could be in salary reductions and/or furlough days;

 If there are further budget cuts in fiscal year 2011-12, the District would follow the contract language in the negotiated memorandum of understanding (“MOU”) and implement furlough days;

 For 2012-13 the cuts would affect employee compensation in the form of salary reduction and/or furlough days;

 General Fund ending balances are projected to be low. Actual balances at year end are expected to be higher. During these bad economic times, the District has made a conscientious effort to minimize spending during the year. All ending balances are expected to help offset the budget cuts that may be needed in the future years.

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Enrollment and Revenue Limit History and Projection

Average daily attendance figures (second period) and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 22,322 $6,696.87 2008-09 21,834 6,520.84 2009-10 21,858 5,769.04 2010-11 21,496 6,027.15 2011-12(1) 20,780 6,120.80 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

Los Angeles County Portion District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $28,743,523,842 $7,729,372 $696,317,011 $29,447,570,225 2008-09 29,218,966,185 7,664,425 724,068,036 29,950,698,646 2009-10 25,040,512,895 7,591,525 770,528,604 25,818,633,024 2010-11 21,854,043,668 7,315,473 767,148,346 22,628,507,487 2011-12 21,838,222,805 6,816,173 695,984,901 22,541,023,879

Kern County Portion District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $2,066,871 $0 $217,658 $2,284,529 2008-09 2,257,997 0 209,555 2,467,552 2009-10 2,301,943 0 209,555 2,511,498 2010-11 2,420,174 0 209,555 2,629,729 2011-12 2,438,374 0 209,555 2,647,929

Total District District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $28,745,590,713 $7,729,372 $696,534,669 $29,449,854,754 2008-09 29,221,224,182 7,664,425 724,277,591 29,953,166,198 2009-10 25,042,814,838 7,591,525 770,738,159 25,821,144,522 2010-11 21,856,463,842 7,315,473 767,357,901 22,631,137,216 2011-12 21,840,661,179 6,816,173 696,194,456 22,543,671,808 ______Source: California Municipal Statistics, Inc.

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Retirement Systems

Fiscal Year Contribution

2010-11 $6,889,102 2009-10 7,105,518 2008-09 7,259,370

Fiscal Year Contribution

2010-11 $3,793,981 2009-10 2,744,919 2008-09 3,376,913

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees and their covered eligible dependents. As of the July 1, 2009 actuarial valuation, membership consisted of 128 retirees and beneficiaries and 1,823 active plan members. According to this valuation, the Annual Required Contribution was $3,912,927 and the District’s UAAL was $25,631,807. The contribution requirements of plan members and the District are established and may be amended by the District and the Teachers Association (CTA), the local CSEA, and unrepresented groups. The District’s contribution is based on projected pay-as-you-go financing requirements. For fiscal year 2010- 11, the District contributed $1,367,547 towards OPEBs, all of which was used for current premiums (approximately 93 percent of total premiums). Plan members receiving benefits contributed $103,452, or approximately seven percent of the total premiums. Thus, the District’s net OPEB obligation is $7,428,153 as of June 30, 2011.

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Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name of Fund as of June 30,2011 as of June 30, 2012 as of June 30, 2013

Cafeteria Fund $ 753,425 $ 951,212 $ 895,635 Deferred Maintenance Fund 454,215 400,000 350,615 Capital Facilities Fund 3,250,728 4,350,718 4,223,517

Total $4,458,368 $5,701,930 $5,469,767

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 32,597,233 $ 39,715,959 $ 36,114,171 Total Revenues 206,757,997 189,737,763 200,315,936 Total Beginning Fund Balance and Revenues 239,355,230 229,453,722 236,430,107 Total Expenditures 200,795,389 195,988,521 194,943,021 Other Financing Sources (Uses) 1,156,118 2,648,970 997,866 ENDING FUND BALANCE $ 39,715,959 $ 36,114,171 $ 42,484,952

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 34,729,954 $ 36,114,171 Total Revenues 199,498,353 197,851,828 Total Beginning Fund Balance and Revenues 234,228,307 233,965,999 Total Expenditures 210,773,938 210,328,796 Other Financing Sources (Uses) 1,010,000 1,010,000 ENDING FUND BALANCE $ 24,464,369 $ 24,647,203 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for Fiscal Year 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $48,593,709 $46,257,630 $61,001,080

Liabilities $ 8,877,750 $10,143,459 $18,516,128 Fund Balance 39,715,959 36,114,171 42,484,952 Total Liabilities and Fund Balance $48,593,709 $46,257,630 $61,001,080

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $24,274,150.75 $ 913,353.42 3.76% 2007-08 28,648,328.89 1,427,945.43 4.98 2008-09 29,016,303.95 1,356,297.29 4.67 2009-10 25,159,698.69 860,243.13 3.42 2010-11 22,337,600.88 533,319.22 2.39

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $4,794,248.63 $447,633.40 9.34% 2007-08 5,415,476.36 646,450.52 11.94 2008-09 6,011,034.24 495,633.59 8.25 2009-10 5,867,102.20 339,884.11 5.79 2010-11 6,168,751.06 286,500.29 4.64 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Lockheed Corp. Industrial $308,347,747 1.41% 2. Universal Health Services Hospital 135,326,268 0.62 3. Antelope Valley Mall LLC Shopping Center 115,048,688 0.53 4. Wal Mart Real Estate Business Trust Commercial Stores 100,966,512 0.46 5. Hoprock Palmdale LLC, Lessor Shopping Center 67,497,382 0.31 $727,186,597 3.33% ______(1) 2011-12 Local Secured Assessed Valuation: $21,840,661,179. Source: California Municipal Statistics, Inc.

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ANTELOPE VALLEY UNION HIGH SCHOOL DISTRICT CASH FLOWS

A-25A-23 Antelope Valley Union High School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $13,821,000 $36,276,162 $37,568,404 $40,161,378 $38,723,956 $38,045,620 $38,352,411 $30,407,868 $24,690,915 $35,123,941 $22,921,313 $11,909,389 $13,821,000 BEGINNING CASH EXCLUDING TRAN $13,821,000 $26,276,162 $27,568,404 $30,161,378 $28,723,956 $28,045,620 $28,352,411 $25,407,868 $24,690,915 $15,123,941 $2,921,313 ($8,090,611) $13,821,000 RECEIPTS Revenue Limit Property Taxes 789,838 686,137 364 47 799,195 5,807,930 1,534,292 1,342,506 0 3,915,641 1,102,773 0 15,978,723 Principal Apportionment 5,498,828 5,498,828 9,897,888 9,898,360 9,897,888 9,897,888 9,897,888 676,651 4,750,090 1,475,099 2,029,953 0 46,278,961 115,698,322 2010-11 Deferrals 14,863,054 14,061,062 3,002,203 0 0 0 000000 31,926,319 Other 000000000000 0 Federal Revenue 455,915 61,185 2,188,491 2,138,596 1,407,190 548,207 348,504 7,819,965 2,942,922 174,252 1,239,125 4,104,602 6,222,511 29,651,465 Other State Revenue 3,478,088 1,259,737 1,468,343 1,032,104 1,976,897 1,052,332 2,911,452 2,031,245 541,665 155,866 812,498 338,541 762,625 17,821,393 Other Local Revenue 616,542 195,927 1,308,364 1,105,265 1,168,360 146,320 1,290,022 2,829,252 249,209 43,978 2,213,560 1,847,077 1,354,165 14,368,041 Interfund Transfer In 000000000000 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 25,702,265 21,762,876 17,865,653 14,174,372 15,249,530 17,452,677 15,982,158 14,699,619 8,483,886 5,764,836 7,397,909 6,290,220 54,618,262 225,444,263 DISBURSEMENTS Certificated Salaries 945,391 7,123,905 7,698,861 7,845,928 8,101,565 7,935,955 8,905,662 8,105,532 8,229,780 8,241,152 8,240,092 9,109,382 90,483,205 Classified Salaries 1,408,326 2,748,715 2,870,099 2,905,150 2,981,507 3,084,958 2,975,321 3,035,917 3,066,915 3,035,917 3,087,407 2,163,236 33,363,468 Employee Benefits 426,605 1,459,046 3,885,380 4,286,319 4,345,947 4,341,711 4,630,467 4,130,467 4,371,840 4,382,235 4,306,347 2,171,840 3,050,615 45,788,819 Books, Supplies and Services 1,724,008 2,152,729 1,975,056 2,114,441 1,816,457 2,228,366 2,113,232 2,160,545 2,173,953 2,106,207 2,775,987 2,253,625 11,271,084 36,865,690 Capital Outlay 0 13,182 70,540 14,892 0 0 3,258 103,909 2,606 101,955 0 39,742 350,084 Other Outgo 0 150,465 6,863 0 0 131,821 314,400 15,838 205,766 99,998 0 (35,358) 889,793 Interfund Transfers Out 00000000000185,000 185,000 TOTAL DISBURSEMENTS 4,504,330 13,648,042 16,506,799 17,166,730 17,245,476 17,722,811 18,942,340 17,552,208 18,050,860 17,967,464 18,409,833 15,887,467 14,321,699 207,926,059 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 0 1,714,151 2,425,239 723,206 651,438 15,639 2,135,636 0000 7,665,309 Accounts Payable 8,742,773 6,822,592 480,031 870,303 (594,404) 74,513 000000 16,395,808 TOTAL PY TRANSACTIONS (8,742,773) (6,822,592) 1,234,120 1,554,936 1,317,610 576,925 15,639 2,135,636 00000(8,730,499) NET INCREASE/DECREASE 12,455,162 1,292,242 2,592,974 (1,437,422) (678,336) 306,791 (2,944,543) (716,953) (9,566,974) (12,202,628) (11,011,924) (9,597,247) 40,296,563 17,518,204 TRAN FY TRAN Receipts 10,000,000 10,000,000 FY TRAN Disbursements 5,000,000 5,000,000 10,000,000 Cross FY TRAN Receipts 20,000,000 20,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $26,276,162 $27,568,404 $30,161,378 $28,723,956 $28,045,620 $28,352,411 $25,407,868 $24,690,915 $15,123,941 $2,921,313 ($8,090,611) ($17,687,858) ($17,687,858) TRAN BALANCE AVAILABLE 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 5,000,000 0 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 ENDING CASH INCLUDING TRAN 36,276,162 37,568,404 40,161,378 38,723,956 38,045,620 38,352,411 30,407,868 24,690,915 35,123,941 22,921,313 11,909,389 2,312,142 2,312,142

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,312,142 $35,112,635 $40,103,945 $41,780,840 $42,510,202 $31,767,917 $24,648,882 $23,611,916 $22,008,655 $33,510,235 $22,397,647 $12,714,278 $2,312,142 BEGINNING CASH EXCLUDING TRAN ($17,687,858) $15,112,635 $20,103,945 $21,780,840 $22,510,202 $21,767,917 $24,648,882 $23,611,916 $22,008,655 $13,510,235 $2,397,647 ($7,285,722) $2,312,142 RECEIPTS Revenue Limit Property Taxes 791,255 678,218 0 0 791,255 5,990,928 1,534,065 1,340,289 0 3,907,829 1,098,068 0 0 16,131,907 Principal Apportionment 5,627,281 5,627,281 10,082,212 10,082,212 10,082,212 10,082,212 10,082,212 703,410 4,806,636 1,524,055 2,110,230 0 46,894,008 117,703,961 2011-12 Deferrals 30,610,745 13,926,425 1,741,791 0 0 0 46,278,961 Other 000000 0 Federal Revenue 342,188 45,625 1,688,125 1,642,500 1,072,188 479,063 273,750 5,999,689 2,258,438 136,875 958,125 3,148,126 4,767,814 22,812,505 Other State Revenue 3,318,353 1,208,313 1,406,693 991,899 1,893,625 2,001,832 2,777,317 1,947,729 523,001 144,276 775,485 324,621 721,381 18,034,525 Other Local Revenue 538,838 179,613 1,160,574 980,961 1,036,227 1,257,288 1,132,941 2,500,760 221,062 41,449 1,948,106 1,630,330 1,202,023 13,830,172 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 41,228,659 21,665,475 16,079,395 13,697,572 14,875,506 19,811,323 15,800,285 12,491,877 7,809,137 5,754,485 6,890,014 5,103,077 53,585,226 234,792,031 DISBURSEMENTS Certificated Salaries 840,000 6,636,002 7,140,002 7,308,002 7,476,002 7,560,002 8,232,003 7,476,002 7,644,002 7,644,002 7,644,002 8,400,003 0 84,000,026 Classified Salaries 1,234,927 2,411,048 2,528,660 2,558,063 2,616,869 2,734,481 2,616,869 2,675,675 2,705,078 2,675,675 2,734,481 1,911,196 0 29,403,021 Employee Benefits 385,558 1,370,873 3,641,381 4,026,939 4,069,779 4,069,779 4,326,817 3,855,580 4,069,779 4,112,618 4,026,939 2,013,469 2,870,265 42,839,776 Books, Supplies and Services 1,347,651 1,669,916 1,552,729 1,640,619 1,406,245 2,255,851 1,640,619 1,699,213 1,699,213 1,640,619 2,167,961 1,757,806 8,789,031 29,267,474 Capital Outlay 0 90,658 490,043 102,909 0 14,701 22,052 722,814 17,152 710,563 0 276,874 0 2,447,766 Other Outgo 0 126,035 5,144 0 0 428,262 12,861 12,861 172,334 83,595 0 444,981 0 1,286,071 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 3,808,137 12,304,532 15,357,959 15,636,532 15,568,895 17,063,076 16,851,221 16,442,144 16,307,557 16,867,072 16,573,383 14,804,330 11,659,296 189,244,134 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 0 1,885,987 2,668,322 0 132,718 13,970 2,347,006 7,048,003 Accounts Payable 4,620,029 4,369,634 930,528 0 48,896 0 9,969,087 TOTAL PY TRANSACTIONS (4,620,029) (4,369,634) 955,459 2,668,322 (48,896) 132,718 13,970 2,347,006 0000 (2,921,084) NET INCREASE/DECREASE 32,800,493 4,991,310 1,676,895 729,362 (742,285) 2,880,965 (1,036,965) (1,603,262) (8,498,420) (11,112,587) (9,683,369) (9,701,253) 41,925,930 45,547,897 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 20,000,000 20,000,000 Cross FY TRAN Disbursements 10,000,000 10,000,000 20,000,000 ENDING CASH EXCLUDING TRAN $15,112,635 $20,103,945 $21,780,840 $22,510,202 $21,767,917 $24,648,882 $23,611,916 $22,008,655 $13,510,235 $2,397,647 ($7,285,722) ($16,986,974) ($16,986,974) TRAN BALANCE AVAILABLE 20,000,000 20,000,000 20,000,000 10,000,000 0 0 0 0 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 ENDING CASH INCLUDING TRAN 35,112,635 40,103,945 41,780,840 32,510,202 21,767,917 24,648,882 23,611,916 22,008,655 33,510,235 22,397,647 12,714,278 3,013,026 3,013,026 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-26 A-26

BALDWIN PARK UNIFIED SCHOOL DISTRICT

Baldwin Park Unified School District 3699 N. Holly Avenue Baldwin Park, CA 91706-0946 Attn: CBO/Sr. Director of Fiscal Services

General

The District was unified on July 1, 1960. The District encompasses an area of approximately 8.7 square miles and is located in the northeast portion of Los Angeles County. As of June 30, 2011, the District operated 13 elementary schools, two middle schools, two junior high schools, two high schools, a continuation high school, and an adult program.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General Obligation Bonds $101,802,166 Premium on Issuance 458,135 Bond Anticipation Notes 22,119,636 2000 Lease Revenue Bonds QZAB 432,110 2001 Lease Revenue Bonds QZAB 1,009,200 2002 Lease Revenue Bonds 3,980,000 2010 Lease Revenue Bonds Series A 265,000 2010 Lease Revenue Bonds Series B 25,000,000 Discount on Issuance (570,353) Compensated Absences 63,506 Capital Leases 711,407 Supplemental Employee Retirement Plan 2,029,250 OPEB Obligation – Net 7,620,230 TOTAL LONG-TERM OBLIGATIONS $164,920,287

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $13,000,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on March 30, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-3 Notes prior to the date hereof.

Collective Bargaining Agreements

Both Classified and Certificated employees have settled for Fiscal Year 2011-12. For the current year both the teachers and the classified staff have agreed to six furlough days, which will decrease the salary and fringe benefit budget by approximately 3 percent. The 2012-13 Fiscal Year projections include a District proposal to negotiate a second year of six furlough days if necessary to maintain the required 3 percent reserve. The 2013-14 Fiscal Year includes the restoration of the six furlough days on the basis that the State’s COLA for 2012-13 and 2013-14 are funded and the trigger cuts have not been implemented. A-27A-24

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Variances between fiscal years 2012-13 and 2011-12:

o Disbursements will decrease by $330,000 for Retirement Incentives, while disbursements will increase by $118,470 for Debt Service Payments;

o The Revenue Reduction Per Assembly Bill 114 reports the District Revenue Limit Reduction of 0.25% to be $198,319 and the Transportation Entitlement 50% Reduction to be $48,569;

 Net step and column increase is approximately $500,000;

 Most vacated positions are not being filled, and the remainder are being filled from within;

 A retirement incentive was offered to certificated and classified staff in fiscal year 2010-11 with 84 participants with a pro-rata payout of $10,000 per year for two years, resulting in a net savings of $2 million through 2013. The savings will increase by the payout amount with a gradual savings decrease over the next 20 years as the replacement teachers move down the salary schedule;

 The District negotiated six furloughs for the 2011-2012 year with a 3% savings to salary and benefit costs in the approximate amount of $3,000,000;

 The installation of solar energy panels is expected to be completed by June 2012 with a projected electricity savings of $570,760 for 2011-2012 increasing in subsequent years. Rebates projected from the California Solar Initiative will grow to $858,884 at the completion of all solar site projects. $150,185 in rebate revenue is included in the 2011-2012 District Budget;

 Because of the expansion of the Early Child Development Program (ECE), their program has re-evaluated their employee ratios to relieve the General Fund of an additional $240,000;

 The Child Development Fund currently owes the General Fund $1,000,000 in temporary borrowed cash. Payment will be received on June 15, 2012;

 Deferred State Apportionments have been accounted for in the cash flow schedule;

 The District has included in subsequent year projections the continuation of furlough days. Should the State Budget cuts increase, the District would have to negotiate additional furlough days.

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Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 15,869 $5,901.97 2008-09 15,728 5,726.51 2009-10 15,341 5,109.05 2010-11 14,980 5,370.35 2011-12(1) 15,183 5,260.36 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

BALDWIN PARK UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $3,664,106,692 $1,134,850 $168,399,873 $3,833,641,415 2008-09 3,909,844,670 1,134,850 181,427,385 4,092,406,905 2009-10 3,712,444,066 1,272,600 187,377,969 3,901,094,635 2010-11 3,668,378,294 1,272,500 176,873,795 3,846,524,589 2011-12 3,683,584,056 10,000 169,564,648 3,853,158,704 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $5,623,666 2009-10 5,759,350 2008-09 5,968,035

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Fiscal Year Contribution

2010-11 $3,261,416 2009-10 3,062,756 2008-09 3,003,523

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. As of the 2011 audit, 174 retirees are currently receiving benefits and there are 1,827 active plan members. An actuarial study, dated as of July 1, 2007, estimated the District’s unfunded actuarial accrued liability to be $21,909,496, and the annual required contribution to be $2,841,402. Expenditures for post-employment benefits are currently recognized on a pay as you go basis as premiums are paid. In 2010-11, the District contributed $1,106,628, all of which was used for current premiums. The Net OPEB obligation as of June 30, 2011 was $7,620,230.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult Education Fund ($1,789,406) $ 0 $ 0 Nutrition Services Fund 4,899,294 4,000,000 4,000,000 School Facilities Fund 754,864 762,000 769,620

Total $3,864,752 $4,762,000 $4,769,620

A-30A-27

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

BALDWIN PARK UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 14,677,201 $14,362,140 $10,902,931 Total Revenues 141,428,713 139,392,690 143,111,346 Total Beginning Fund Balance and Revenues 156,105,914 153,754,830 154,014,277 Total Expenditures 141,159,755 134,662,002 134,398,988 Other Financing Sources (Uses) (584,019) (8,189,897) (5,971,491) ENDING FUND BALANCE $ 14,362,140 $10,902,931 $13,643,798

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

BALDWIN PARK UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 10,902,931 $ 15,137,986 Total Revenues 139,997,529 129,092,422 Total Beginning Fund Balance and Revenues 150,900,460 144,230,408 Total Expenditures 138,355,618 142,567,757 Other Financing Sources (Uses) 3,680,000 4,588,188 ENDING FUND BALANCE $ 16,224,842 $ 6,250,839 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

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Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

BALDWIN PARK UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $40,772,070 $40,710,257 $49,878,796

Liabilities $26,409,930 $29,807,326 $36,234,998 Fund Liabilities 14,362,140 10,902,931 13,643,798 Total Liabilities and Fund Balance $40,772,070 $40,710,257 $49,878,796

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

BALDWIN PARK UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $5,559,294.05 $209,476.32 3.77% 2007-08 6,097,266.78 304,211.35 4.99 2008-09 6,482,887.24 303,324.38 4.68 2009-10 6,172,482.82 211,487.04 3.43 2010-11 6,114,809.32 146,523.87 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,934,707.04 $158,249.72 5.39% 2007-08 4,799,235.28 376,063.75 7.84 2008-09 5,915,595.89 357,885.26 6.05 2009-10 5,887,738.36 213,266.45 3.62 2010-11 6,006,988.05 175,966.67 2.93 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

BALDWIN PARK UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Metropolitan Life Insurance Co. Office Building $ 56,652,723 1.54% 2. In-N-Out Burgers Inc. Industrial 33,341,043 0.91 3. Millercoors LLC Industrial 30,501,037 0.83 4. Wal Mart Real Estate Business Trust Shopping Center 26,940,629 0.73 5. Walton CWCA Ramona 41 LLC Industrial 19,960,000 0.54 $167,395,432 4.54% ______(1) 2011-12 Local Secured Assessed Valuation: $3,683,584,056. Source: California Municipal Statistics, Inc.

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BALDWIN PARK UNIFIED SCHOOL DISTRICT CASH FLOWS

A-34A-31 Baldwin Park Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $17,164,209 $36,927,873 $44,835,863 $42,673,169 $43,042,343 $42,283,620 $26,352,004 $17,082,733 $3,644,467 $13,351,214 $8,337,632 $6,018,875 $17,164,209 BEGINNING CASH EXCLUDING TRAN $314,209 $6,577,873 $14,485,863 $12,323,169 $12,692,343 $11,933,620 $12,852,004 $10,332,733 $3,644,467 $351,214 ($4,662,368) ($6,981,125) $17,164,209 RECEIPTS Revenue Limit Property Taxes 198,575 251,257 10,147 16,666 0 1,892,627 11,583 552,632 10,899 927,961 543,396 54,633 0 4,470,377 Principal Apportionment 3,531,008 3,450,595 6,194,987 6,248,597 6,250,926 6,274,979 6,274,979 454,739 2,873,747 866,711 1,181,690 0 31,850,779 75,453,737 2010-11 Deferrals 5,437,836 8,355,904 887,888 0 0 0 0 0 0000014,681,628 Other 0000000 0 00000 0 Federal Revenue 584,982 216,625 0 35,063 596,311 413,381 1,799,514 752,532 1,799,863 1,956,349 2,021,604 2,289,635 2,154,450 14,620,309 Other State Revenue 1,733,850 4,246,407 2,988,595 2,944,339 1,974,126 2,088,007 2,748,461 1,447,522 1,487,366 1,087,773 1,111,670 1,409,246 1,918,460 27,185,822 Other Local Revenue 122,909 359,709 370,806 222,224 286,061 114,427 106,381 1,977,102 1,764,593 1,278,999 1,483,697 1,265,295 1,159,634 10,511,837 Interfund Transfer In 0000000 0 0 02,700,000 3,805,226 0 6,505,226 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 11,609,160 16,880,497 10,452,423 9,466,890 9,107,424 10,783,422 10,940,918 5,184,527 7,936,468 6,117,793 9,042,057 8,824,035 37,083,323 153,428,936 DISBURSEMENTS Certificated Salaries 474,803 5,660,923 5,565,770 5,709,977 5,657,077 5,763,934 5,734,550 6,101,693 5,656,357 5,651,896 5,684,268 6,336,956 0 63,998,204 Classified Salaries (2,574) 883,179 1,257,896 1,558,191 1,589,956 1,564,126 1,547,176 2,156,396 1,746,632 1,735,336 1,725,758 1,879,053 0 17,641,126 Employee Benefits 110,631 2,389,761 1,824,556 2,248,184 2,120,802 2,238,198 2,239,947 2,109,500 2,359,914 2,307,891 2,227,633 2,341,416 0 24,518,433 Books, Supplies and Services 833,052 263,786 1,879,324 951,065 899,086 1,232,580 1,404,173 401,522 1,549,051 1,299,804 1,309,951 1,450,736 6,554,283 20,028,413 Capital Outlay 0 7,056 0 0 13,733 13,290 19,633 9,498 59,444 4,630 6,009 78,274 0 211,567 Other Outgo 0 486,890 0 215,131 0 0 105,250 793,276 449,980 289,087 549,888 520,988 7,119,433 10,529,923 Interfund Transfers Out 0000003,093,519 700,000 0 0 0 917,038 4,710,557 TOTAL DISBURSEMENTS 1,415,912 9,691,595 10,527,546 10,682,548 10,280,654 10,812,129 14,144,248 12,271,885 11,821,378 11,288,644 11,503,507 13,524,461 13,673,716 141,638,223 PRIOR YEAR TRANSACTIONS Accounts Receivable 567,466 2,949,637 1,079,738 727,383 8,045,581 1,038,894 599,068 701,308 568,680 48,826 50,805 49,009 16,426,395 Accounts Payable 4,497,050 2,230,548 3,167,309 (857,449) 7,631,075 91,802 (84,991) 302,216 (22,977) (108,443) (91,888) (1,283,893) 15,470,359 TOTAL PY TRANSACTIONS (3,929,584) 719,089 (2,087,571) 1,584,832 414,506 947,092 684,059 399,092 591,657 157,269 142,693 1,332,902 0 956,036 NET INCREASE/DECREASE 6,263,664 7,907,991 (2,162,694) 369,175 (758,724) 918,384 (2,519,271) (6,688,266) (3,293,253) (5,013,582) (2,318,757) (3,367,524) 23,409,607 11,790,713 TRAN FY TRAN Receipts 13,500,000 13,500,000 FY TRAN Disbursements 6,750,000 6,750,000 13,500,000 Cross FY TRAN Receipts 13,000,000 13,000,000 Cross FY TRAN Disbursements 16,850,000 16,850,000 ENDING CASH EXCLUDING TRAN $6,577,873 $14,485,863 $12,323,169 $12,692,343 $11,933,620 $12,852,004 $10,332,733 $3,644,467 $351,214 ($4,662,368) ($6,981,125) ($10,348,649) ($10,348,649) TRAN BALANCE AVAILABLE 30,350,000 30,350,000 30,350,000 30,350,000 30,350,000 13,500,000 6,750,000 0 13,000,000 13,000,000 13,000,000 13,000,000 13,000,000 ENDING CASH INCLUDING TRAN 36,927,873 44,835,863 42,673,169 43,042,343 42,283,620 26,352,004 17,082,733 3,644,467 13,351,214 8,337,632 6,018,875 2,651,351 2,651,351

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,651,351 $20,153,026 $26,119,168 $24,680,294 $13,306,853 $8,906,063 $1,026,309 $11,854,788 $4,443,357 $856,250 $7,404,438 $3,561,121 $2,651,351 BEGINNING CASH EXCLUDING TRAN ($10,348,649) $7,153,026 $13,119,168 $11,680,294 $306,853 $2,406,063 $1,026,309 $11,854,788 $4,443,357 $856,250 ($2,595,562) ($6,438,879) $2,651,351 RECEIPTS Revenue Limit Property Taxes 152,963 180,664 5,291 18,632 0 1,278,963 489,641 689,612 113,786 1,169,342 541,087 356,791 0 4,996,772 Principal Apportionment 0 0 8,777,288 0 6,836,618 6,961,762 19,932,625 327,933 2,659,422 807,710 1,047,584 0 30,072,437 77,423,379 2011-12 Deferrals 18,708,446 13,142,333 00000 0 0000031,850,779 Other 0000000 0 0000(102,890) (102,890) Federal Revenue 383,311 163,444 (46,730) 22,843 420,771 1,718,075 408,247 1,003,738 1,844,860 1,848,750 1,971,064 2,192,945 2,379,005 14,310,323 Other State Revenue 1,382,001 2,569,341 1,596,641 2,460,460 2,178,007 1,415,240 1,876,147 906,944 1,765,850 1,984,111 1,947,339 2,101,018 2,406,229 24,589,328 Other Local Revenue 804,893 247,888 31,995 188,890 243,152 561,230 486,660 1,096,772 1,359,869 1,395,872 1,572,719 1,303,317 1,333,579 10,626,836 Interfund Transfer In 0000000 0 0 0 04,000,000 0 4,000,000 Other Financing Sources 0000000 0 00000 0 Other Receipts/Non-Revenues 0000000 0 00000 0 TOTAL RECEIPTS 21,431,614 16,303,670 10,364,485 2,690,825 9,678,548 11,935,270 23,193,320 4,024,999 7,743,787 7,205,785 7,079,793 9,954,071 36,088,360 167,694,527 DISBURSEMENTS Certificated Salaries 581,779 5,732,743 5,732,743 5,824,177 5,826,790 5,779,231 5,810,687 6,227,952 5,749,485 5,721,453 5,734,796 5,916,350 64,638,186 Classified Salaries 169,209 962,665 1,283,054 1,589,355 1,545,605 1,663,861 1,682,531 1,805,676 1,707,765 1,696,072 1,782,067 1,841,472 17,729,332 Employee Benefits 138,289 2,573,403 1,861,047 2,127,963 2,238,922 2,348,963 2,269,915 2,257,335 2,337,791 2,274,051 2,211,145 2,221,808 24,860,632 Books, Supplies and Services 999,662 316,544 692,265 620,344 817,068 974,333 1,185,148 521,790 989,642 304,986 600,575 1,289,431 7,756,716 17,068,504 Capital Outlay 0 1,548 0 0 14,895 0 79,006 47,109 78,921 65,958 14,896 97,667 400,000 Other Outgo 0 462,546 0 98,318 0 204,353 116,828 582,332 472,479 598,366 579,631 610,297 6,867,351 10,592,501 Interfund Transfers Out 000000296,000 0 0 0 0 700,000 996,000 TOTAL DISBURSEMENTS 1,888,939 10,049,449 9,569,109 10,260,157 10,443,280 10,970,741 11,440,115 11,442,194 11,336,083 10,660,886 10,923,110 12,677,025 14,624,067 136,285,155 PRIOR YEAR TRANSACTIONS Accounts Receivable 157,963 981,667 789,441 204,956 2,863,942 (77,573) 70,170 5,764 5,189 3,289 0 11,854 5,016,662 Accounts Payable 2,198,963 1,269,745 3,023,691 4,009,064 0 2,266,710 994,896 0 0000 13,763,070 TOTAL PY TRANSACTIONS (2,041,000) (288,078) (2,234,250) (3,804,108) 2,863,942 (2,344,283) (924,726) 5,764 5,189 3,289 0 11,854 (8,746,409) NET INCREASE/DECREASE 17,501,675 5,966,143 (1,438,874) (11,373,440) 2,099,210 (1,379,754) 10,828,479 (7,411,431) (3,587,107) (3,451,812) (3,843,317) (2,711,100) 21,464,293 31,409,372 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 10,000,000 10,000,000 Cross FY TRAN Disbursements 6,500,000 6,500,000 13,000,000 ENDING CASH EXCLUDING TRAN $7,153,026 $13,119,168 $11,680,294 $306,853 $2,406,063 $1,026,309 $11,854,788 $4,443,357 $856,250 ($2,595,562) ($6,438,879) ($9,149,979) ($9,149,979) TRAN BALANCE AVAILABLE 13,000,000 13,000,000 13,000,000 13,000,000 6,500,000 0 0 0 0 10,000,000 10,000,000 10,000,000 10,000,000 ENDING CASH INCLUDING TRAN 20,153,026 26,119,168 24,680,294 13,306,853 8,906,063 1,026,309 11,854,788 4,443,357 856,250 7,404,438 3,561,121 850,021 850,021 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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BASSETT UNIFIED SCHOOL DISTRICT

Bassett Unified School District 904 North Willow Avenue La Puente, CA 91746 Attn: Assistant Superintendent of Business Services

General

The District is located in the eastern portion of Los Angeles County, encompasses approximately 8 square miles and serves the communities of La Puente and Baldwin Park. As of June 30, 2011, the District operated four elementary schools including one academy, one high school, one continuation high school and child development and adult education programs.

Organization

The District is governed by a five-member Governing Board whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds $43,387,123 Compensated Absences 408,477 Retirement Incentive Program 933,500 Capital Leases 3,046,532 OPEB Obligation 454,031 TOTAL LONG-TERM OBLIGATIONS $48,229,663

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District is in the final year of a three year contract with their certificated employees. This contract is scheduled to expire on June 30, 2012. The District and their CSEA staff agreed and subsequently adopted an MOU for the current fiscal year ending June 30, 2012. This MOU outlines the effects of layoff and implements one furlough day for this fiscal year for all classified staff. Administrative staff have agreed to take additional furlough days.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Due to enacted cash deferrals of approximately $6 million at year end and declining enrollments, the District is projecting significant unfavorable variances in its receipts.

 In addition, a $1 million adjustment in expenditures for the Special Education Program is being allotted due to understatement of average daily attendance expenditures in the Special Education Program for fiscal year 2010-11 and fiscal year 2011-12.

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 The District is also currently in process to obtain $7 million in budget reductions in order to balance its budget for fiscal year 2011-12.

 Deferred State Apportionments are based on information provided by the Los Angeles County Office of Education’s worksheet on Projected State Aid Portion of Revenue Limit.

 State cuts due to trigger reductions are projected at 0.25%.

 10% across-the-board cut in discretionary funding.

 District furlough days initiated in January, 2011.

 No changes in class sizes.

 The budget is based on assumptions and guidelines provided by the California Department of Education, the Los Angeles County Office of Education, and recommendations from School Services of California.

 If State budget cuts deepen, the District will minimize enrollment decline, maximize class sizes and student attendance, and enhance revenues from all sources including private grants.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 4,975 $5,797.99 2008-09 4,787 5,646.63 2009-10 4,586 5,216.29 2010-11 4,398 5,235.99 2011-12(1) 4,361 5,223.67 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

BASSETT UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $1,509,377,617 $149,660 $116,961,529 $1,626,488,806 2008-09 1,583,242,010 149,660 120,664,875 1,704,056,545 2009-10 1,526,063,701 172,461 133,662,305 1,659,898,467 2010-11 1,494,823,356 172,461 135,911,988 1,630,907,805 2011-12 1,525,899,289 172,461 131,668,790 1,657,740,540 ______Source: California Municipal Statistics, Inc.

A-37A-33

Retirement Systems

Fiscal Year Contribution

2010-11 $1,674,911 2009-10 1,761,591 2008-09 1,840,344

The District also participates in CalPERS for all full-time and some part-time classified employees. Active plan members are required to contribute 7.0 percent of their salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalPERS Board of Administration. The required employer contribution rate for Fiscal Year 2010-11 was 9.709 percent of covered payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalPERS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $842,586 2009-10 746,471 2008-09 748,035

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. There are currently 5 retirees receiving benefits and 343 active plan members. According to the District’s latest actuarial study dated October 1, 2009, the District’s UAAL was $1,986,335. The Annual Required Contribution was $203,609. In fiscal year 2010-11, the District contributed $141,483 towards OPEBs leaving a net OPEB obligation of $454,031 as of June 30, 2011.

A-38A-34

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Self Insurance Fund $2,894,649 $2,908,696 $2,308,696 Adult Education Fund 468,783 1,852,100 0 Special Reserve Capital Outlay Fund 2,652,177 2,673,241 1,673,241

Total $6,015,609 $7,434,037 $3,981,937

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

BASSETT UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $11,585,670 $10,854,363 $ 9,706,122 Total Revenues 50,787,272 45,821,698 42,215,361 Total Beginning Fund Balance and Revenues 62,372,942 56,676,061 51,921,483 Total Expenditures 51,700,924 46,969,939 42,658,288 Other Financing Sources (Uses) 182,344 0 0 ENDING FUND BALANCE $10,854,362 $ 9,706,122 $ 9,263,195

A-39A-35

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

BASSETT UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 9,706,122 $ 9,263,194 Total Revenues 40,062,591 38,359,621 Total Beginning Fund Balance and Revenues 49,768,713 47,622,815 Total Expenditures 42,472,553 41,774,518 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 7,296,160 $ 5,848,297 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

BASSETT UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 and 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $26,505,428 $19,775,733 $17,386,368

Liabilities $15,651,066 $10,069,611 $ 8,123,173 Fund Balance 10,854,362 9,706,122 9,263,195 Total Liabilities and Fund Balance $26,505,428 $19,775,733 $17,386,368

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

BASSETT UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $3,141,233.71 $118,923.08 3.79% 2007-08 3,426,882.45 171,873.87 5.02 2008-09 3,572,243.10 167,830.33 4.70 2009-10 3,471,747.35 119,404.27 3.44 2010-11 3,428,260.83 82,449.68 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $ 759,453.03 $ 40,339.60 5.31% 2007-08 1,606,824.49 118,043.49 7.35 2008-09 1,389,200.23 68,549.20 4.93 2009-10 1,626,852.51 58,150.57 3.57 2010-11 1,813,389.39 34,619.69 1.91 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

BASSETT UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. LBA Met Partners II Company V LLC Industrial $ 40,904,802 2.68% 2. Intex Realty Corp. Industrial 25,191,088 1.65 3. JCS Properties LLC Industrial 19,328,616 1.27 4. OMP Amar LLC Industrial 14,000,000 0.92 5. NL Ventures VII Baldwin LLC Industrial 13,870,960 0.91 $113,295,466 7.42% ______(1) 2011-12 Local Secured Assessed Valuation: $1,525,899,289. Source: California Municipal Statistics, Inc.

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BASSETT UNIFIED SCHOOL DISTRICT CASH FLOWS

A-42A-38 Bassett Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $7,869,473 $5,254,572 $7,483,017 $7,592,054 $5,223,411 $4,622,028 $4,766,538 $6,848,916 $4,291,459 $6,525,387 $5,680,654 $3,275,510 $7,869,473 BEGINNING CASH EXCLUDING TRAN $7,869,473 $5,254,572 $7,483,017 $7,592,054 $5,223,411 $4,622,028 $4,766,538 $6,848,916 $4,291,459 $1,525,387 $680,654 ($1,724,490) $7,869,473 RECEIPTS Revenue Limit Property Taxes 131,808 167,982 0 2,084 184,792 1,392,056 234,173 182,879 (15,465) 665,014 205,690 16,406 0 3,167,419 Principal Apportionment 0 0 2,227,553 0 1,696,132 1,696,132 4,745,432 101,698 0 935,626 305,095 0 7,810,444 19,518,112 2010-11 Deferrals 1,425,039 2,244,048 1,302,287 0 00000 04,971,374 Other 0 (841) 0 (7,735) (2,522) 0 0 (11,098) Federal Revenue 70,616 427,521 221,552 9,580 140,068 112,691 0 45,098 262,524 252,194 128,743 882,554 2,553,141 Other State Revenue 1,274,822 1,143,718 0 243,781 708,129 179,787 260,084 420,598 413,731 709,866 40,343 939,049 6,333,908 Other Local Revenue 113,020 3,029 144,199 178,847 361,567 48,908 182,140 85,274 32,377 50,498 258,220 373,740 1,831,819 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 3,015,305 3,986,298 3,895,591 434,292 3,090,687 3,429,575 5,421,829 834,706 693,167 2,605,463 935,569 2,211,749 7,810,444 38,364,675 DISBURSEMENTS Certificated Salaries 0 285,844 1,541,385 1,549,276 1,604,822 1,598,953 1,605,911 1,733,065 1,557,524 1,583,057 1,578,270 1,571,886 2,113,626 18,323,619 Classified Salaries 300,951 490,495 627,157 608,410 611,388 633,611 593,353 595,046 570,228 645,244 589,969 590,533 185,969 7,042,355 Employee Benefits 76,865 161,593 472,642 589,934 602,407 616,802 593,801 628,590 574,493 601,641 585,425 583,853 620,891 6,708,937 Books, Supplies and Services 111,305 578,479 678,774 548,667 428,312 425,025 451,078 515,864 573,768 684,422 586,250 1,518,234 909,089 8,009,267 Capital Outlay 14,741 0 54,632 0 0 274 6,026 1,174 61,762 (45,000) 93,609 Other Outgo 27,433 174,374 18,378 (163,292) 8,127 5,308 19,598 282,952 29,806 99,625 256,820 1,323,000 2,082,129 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 489,121 1,543,844 3,509,073 3,314,665 3,083,637 3,337,151 3,249,451 3,492,163 3,559,239 3,550,196 3,440,713 4,583,088 5,107,575 42,259,915 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 384,898 1,630,579 511,730 31,223 86,864 10,000 100,000 100,000 100,000 100,000 100,000 3,155,294 Accounts Payable 5,141,085 598,907 1,908,060 0 639,656 34,778 100,000 8,422,486 TOTAL PY TRANSACTIONS (5,141,085) (214,009) (277,481) 511,730 (608,433) 52,086 (90,000) 100,000 100,000 100,000 100,000 100,000 0 (5,267,192) NET INCREASE/DECREASE (2,614,901) 2,228,445 109,037 (2,368,643) (601,383) 144,510 2,082,378 (2,557,457) (2,766,072) (844,733) (2,405,144) (2,271,339) 2,702,869 (3,895,241) TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 5,000,000 5,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $5,254,572 $7,483,017 $7,592,054 $5,223,411 $4,622,028 $4,766,538 $6,848,916 $4,291,459 $1,525,387 $680,654 ($1,724,490) ($3,995,829) ($3,995,829) TRAN BALANCE AVAILABLE 000000 05,000,000 5,000,000 5,000,000 5,000,000 5,000,000 ENDING CASH INCLUDING TRAN 5,254,572 7,483,017 7,592,054 5,223,411 4,622,028 4,766,538 6,848,916 4,291,459 6,525,387 5,680,654 3,275,510 1,004,171 1,004,171

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,004,171 $5,625,644 $8,928,677 $7,686,955 $5,383,303 $2,947,600 $2,697,054 $4,032,793 $461,384 $4,432,721 $3,919,839 $2,016,745 $1,004,171 BEGINNING CASH EXCLUDING TRAN ($3,995,829) ($2,374,356) $928,677 ($313,045) ($2,616,697) ($2,552,400) ($302,946) $2,532,793 $461,384 ($1,567,279) ($2,080,161) ($3,983,255) $1,004,171 RECEIPTS Revenue Limit Property Taxes 131,808 167,982 0 2,084 184,792 1,392,056 234,173 182,879 (15,465) 665,014 205,690 16,496 3,167,509 Principal Apportionment 0 0 2,307,041 0 1,756,630 1,756,630 4,914,661 79,355 0 730,064 238,064 0 6,094,444 17,876,889 2011-12 Deferrals 4,558,768 3,187,104 0000000000 7,745,872 Other 0 Federal Revenue 70,432 426,409 220,976 9,555 139,704 112,398 0 44,981 261,841 251,538 128,408 880,258 2,546,500 Other State Revenue 1,271,506 1,140,743 0 243,147 706,287 179,319 259,407 419,504 412,655 708,019 40,238 936,606 6,317,432 Other Local Revenue 112,726 3,021 143,824 178,382 360,626 48,781 181,666 85,052 32,293 50,367 257,548 372,768 1,827,054 Interfund Transfer In 1,500,000 1,500,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,145,240 4,925,259 2,671,841 433,168 3,148,038 4,989,185 5,589,908 811,771 691,324 2,405,002 869,948 2,206,128 6,094,444 40,981,256 DISBURSEMENTS Certificated Salaries 0 237,329 1,279,771 1,286,323 1,332,441 1,327,569 1,333,346 1,438,918 1,293,171 1,314,371 1,310,396 1,305,096 1,754,888 15,213,618 Classified Salaries 249,872 407,245 520,712 505,147 507,619 526,071 492,645 494,051 473,445 535,729 489,836 490,304 154,405 5,847,082 Employee Benefits 63,819 134,166 392,422 489,807 500,163 512,114 493,018 521,902 476,986 499,527 486,063 484,758 515,509 5,570,254 Books, Supplies and Services 92,414 480,296 563,568 455,544 355,616 352,887 374,518 428,308 476,384 568,258 486,748 1,260,550 754,793 6,649,883 Capital Outlay 0 Other Outgo 0 Interfund Transfers Out 1,000,000 1,000,000 TOTAL DISBURSEMENTS 1,406,104 1,259,036 2,756,474 2,736,820 2,695,840 2,718,641 2,693,527 2,883,179 2,719,987 2,917,884 2,773,042 3,540,707 3,179,595 34,280,837 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 3,117,663 363,190 1,157,088 0 387,901 21,090 60,642 00000 5,107,575 TOTAL PY TRANSACTIONS (3,117,663) (363,190) (1,157,088) 0 (387,901) (21,090) (60,642) 00000 (5,107,575) NET INCREASE/DECREASE 1,621,473 3,303,033 (1,241,721) (2,303,653) 64,297 2,249,453 2,835,739 (2,071,408) (2,028,664) (512,882) (1,903,094) (1,334,579) 2,914,849 6,700,419 TRAN FY TRAN Receipts 3,000,000 3,000,000 FY TRAN Disbursements 1,500,000 1,500,000 3,000,000 Cross FY TRAN Receipts 6,000,000 6,000,000 Cross FY TRAN Disbursements 2,500,000 2,500,000 5,000,000 ENDING CASH EXCLUDING TRAN ($2,374,356) $928,677 ($313,045) ($2,616,697) ($2,552,400) ($302,946) $2,532,793 $461,384 ($1,567,279) ($2,080,161) ($3,983,255) ($5,317,834) ($5,317,834) TRAN BALANCE AVAILABLE 8,000,000 8,000,000 8,000,000 8,000,000 5,500,000 3,000,000 1,500,000 0 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 ENDING CASH INCLUDING TRAN 5,625,644 8,928,677 7,686,955 5,383,303 2,947,600 2,697,054 4,032,793 461,384 4,432,721 3,919,839 2,016,745 682,166 682,166 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-43 A-43

BURBANK UNIFIED SCHOOL DISTRICT

Burbank Unified School District 1900 West Olive Avenue Burbank, CA 91506 Attn: Fiscal Services Supervisor

General

The District was established on July 1, 1936 and is comprised of an area of approximately 17.1 square miles located in Los Angeles County. As of June 30, 2011, the District operated eleven elementary schools, three middle schools, two comprehensive high schools, one adult school, one continuation high school, one special education school and eleven children’s centers.

Organization

The District is governed by a five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds Bond A $ 2,888,825 Bond B 17,531,370 Bond C 31,995,839 Accreted Interest Bond A 3,127,233 Bond B 15,685,619 Bond C 16,317,427 2011 Refunding Bond 13,325,000 2011 Refunding Bond Premium 520,085 Deferred Charge on Refunding (446,342) Total Bonds 100,945,056 Capital Leases 965,562 OPEB Liability (Asset) 1,521,788 Compensated absences 976,579 TOTAL LONG-TERM OBLIGATIONS $104,408,985

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District settled with the Certificated employees union on October 27, 2011, which completed the negotiations for the 2010-13 successor negotiations and agreed to maintain the provisions of the current certificated collective bargaining agreement, except for implementation of two furlough days in fiscal year 2011-12, and four furlough days in fiscal year 2012-13. The agreement for furlough day implementation will expire on June 30, 2013. They also agreed to continue an increased annualized District-wide pupil-to-classroom teacher ratio of 31:1 until June 30, 2013, at which time it is expected to return to 30.5:1.

A-44A-39

The District reached a tentative agreement with the Classified bargaining unit on November 28, 2011. The TA will be voted on for ratification February 15, 2012 by the bargaining unit, and board approved if ratified on February 16, 2012. The agreement includes one furlough day for 2011-12, and two furlough days for 2012-13. The agreement for furlough day implementation will expire June 30, 2013.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Due to the Governor’s budget proposals, a reduction in apportionment, Special Education Transportation and a repayment of prior years redevelopment agency revenues totaling approximately $733,151 are included. There was also a reduction of $460,000 in salaries for furlough days;

 Deferred State Apportionments:

o $25 million in State Apportionments were deferred from fiscal year 2010-11 to fiscal year 2011-12 and included in the fiscal year 2011-12 cash flow;

o $25 million in State Apportionments were deferred to fiscal year 2012-13 and included in the fiscal year 2012-13 cash flow;

 Assumes a $6 million cut in January 2013 from non-passage of the Governor’s proposed November 2012 (which is one-half of the possible $12 million reduction trigger, since it will be a mid-year cut);

 Step and column increases total $1,214,000;

 No benefits increase because of a negotiated cap on costs;

 $1.8 million increase in Special Education contribution for staffing; $1.8 million decrease in General Fund salaries;

 If the State budget cuts worsen, the District expects to cut $2.5 million in non-negotiable expenditures for 2012-13 District budget adoption (Finance Advisory committee of the District is directing this process). Additional classified and management staff reduction may be implemented if large revenue limit cuts are implemented by the State.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 14,770 $5,795.15 2008-09 14,767 5,424.28 2009-10 14,734 5,213.97 2010-11 14,831 5,235.96 2011-12(1) 14,831 5,307.92 ______(1) Projected in the District’s 2011-12 First Interim Report.

A-45A-40

Assessed Value

BURBANK UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $14,616,154,482 $1,415,851 $2,274,667,500 $16,892,237,833 2008-09 15,546,294,826 1,415,851 2,585,216,292 18,132,926,969 2009-10 15,692,496,908 1,279,121 2,592,515,546 18,286,291,575 2010-11 15,853,275,355 1,436,337 2,432,386,872 18,287,098,564 2011-12 16,131,090,884 1,786,271 2,024,824,311 18,157,701,466 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $4,698,418 2009-10 4,846,317 2008-09 5,138,784

Fiscal Year Contribution

2010-11 $2,272,777 2009-10 2,126,242 2008-09 2,058,687

A-46A-41

Post Employment Benefits

The District administers a single-employer defined benefit healthcare plan (the “Plan”) for both certificated and classified employees. As of the latest actuarial valuation dated July 1, 2010, there were 222 retirees and beneficiaries and 1,472 active plan members. The annual required contribution was $2,687,593 and the unfunded actuarial accrued liability was $19,351,615. The District currently finances benefits on a pay-as-you-go basis. For the fiscal year ended June 30, 2011, the District contributed $1,322,238 to the Plan leaving a net OPEB obligation of $1,521,788. In June 2009, the District established an irrevocable trust administered by Burbank Unified School District Grantor Trust (the “Retiree Benefits Trust”). For the last four years, the District has contributed 1.75 percent of all salaries into this fund in order to offset the current year expense and contribute toward the prior periods’ liabilities. As a result of the current State fiscal crisis, this policy has been amended temporarily to the pay-as-you-go method. The Retiree Benefits Trust Fund had a balance of $3,898,731 on June 30, 2011.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Deferred Maintenance Fund $6,009,622 $4,486,100 $4,656,100 Adult School Fund 1,578,965 1,942,400 2,105,835 Food Service Fund 981,784 1,066,980 1,266,980

Total $8,570,371 $7,495,480 $8,028,915

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

BURBANK UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 27,268,358 $ 25,027,585 $ 25,603,890 Total Revenues 121,620,228 113,456,875 115,100,706 Total Beginning Fund Balance and Revenues 148,888,586 138,484,460 140,704,596 Total Expenditures 123,650,011 117,514,412 114,849,407 Other Financing Sources (Uses) (210,990) 4,633,842 185,969 ENDING FUND BALANCE $ 25,027,585 $ 25,603,890 $ 26,041,158

A-47A-42

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

BURBANK UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 25,603,890 $ 26,041,158 Total Revenues 119,136,235 117,181,540 Total Beginning Fund Balance and Revenues 144,740,125 143,222,698 Total Expenditures 123,259,498 125,472,292 Other Financing Sources (Uses) (2,074,991) (2,420,195) ENDING FUND BALANCE $ 19,405,636 $ 15,330,211 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

BURBANK UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $34,060,325 $34,070,382 $46,855,319

Liabilities $ 9,032,740 $ 8,466,492 $20,814,161 Fund Balance 25,027,585 25,603,890 26,041,158 Total Liabilities and Fund Balance $34,060,325 $34,070,382 $46,855,319

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

BURBANK UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $27,409,250.57 $1,040,930.11 3.80% 2007-08 30,127,861.31 1,514,580.55 5.03 2008-09 32,174,445.26 1,516,368.31 4.71 2009-10 32,353,905.26 1,116,770.12 3.45 2010-11 32,503,588.87 784,595.74 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $6,327,168.27 $159,777.93 2.53% 2007-08 6,194,758.47 195,029.14 3.15 2008-09 6,650,954.96 196,016.45 2.95 2009-10 6,954,302.12 149,063.28 2.14 2010-11 7,271,065.38 115,767.73 1.59 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

BURBANK UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Warner Bros. Entertainment Inc. Movie/TV Studio $ 635,829,507 3.94% 2. Catalina Media Development II LLC Movie/TV Studio 423,521,050 2.63 3. Walt Disney Productions Inc. Movie/TV Studio 382,177,260 2.37 4. Burbank Mall Associates LLC Shopping Center 269,596,547 1.67 5. West Alameda Tower LLC Office Building 180,914,731 1.12 $1,892,039,095 11.73% ______(1) 2011-12 Local Secured Assessed Valuation: $16,131,090,884. Source: California Municipal Statistics, Inc.

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BURBANK UNIFIED SCHOOL DISTRICT CASH FLOWS

A-50A-45 Burbank Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $23,045,369 $24,150,937 $25,451,582 $27,387,258 $17,814,515 $16,442,845 $11,488,652 $17,553,792 $15,122,187 $16,547,759 $19,494,670 $11,124,327 $23,045,369 BEGINNING CASH EXCLUDING TRAN $13,045,369 $14,150,937 $15,451,582 $17,387,258 $7,814,515 $6,442,845 $11,488,652 $17,553,792 $15,122,187 $6,547,759 $9,494,670 $1,124,327 $23,045,369 RECEIPTS Revenue Limit Property Taxes 1,020,564 582,028 967,720 10,595,565 2,396,167 1,446,379 0 6,928,154 169,734 24,106,311 Principal Apportionment 5,776,869 4,398,696 4,398,696 12,071,356 63,347 2,603,677 718,717 25,929,025 55,960,383 2010-11 Deferrals 3,146,701 5,961,001 3,459,343 12,567,045 Other (1,000,000) (133,200) (133,200) (133,200) (133,200) (133,798) (1,666,598) Federal Revenue 2,520,170 652,792 (226,220) 225,315 791,577 16,552 923,019 2,233,551 812,023 1,099,572 694,230 9,742,581 Other State Revenue 2,103,830 2,495,311 3,506,829 1,203,048 2,112,385 1,727,443 2,385,272 1,357,722 830,955 1,987,629 582,926 1,459,217 1,898,397 23,650,964 Other Local Revenue 541 1,075 (2,086) 12,558 549,090 1,006,603 601,248 45,676 313,674 140,291 364,478 1,229,745 397,946 4,660,839 Interfund Transfer In 750,000 750,000 Other Financing Sources 364,088 364,088 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,271,636 9,039,415 15,261,125 1,868,398 7,801,671 17,953,622 17,245,620 2,796,476 1,934,448 13,760,102 2,514,678 4,902,622 28,785,800 130,135,613 DISBURSEMENTS Certificated Salaries 63,022 5,311,637 5,518,681 5,722,565 5,673,367 5,600,809 4,983,130 5,069,428 5,086,688 5,017,650 5,063,675 6,070,488 59,181,140 Classified Salaries 14,987 918,773 1,396,360 1,685,959 1,683,819 1,705,520 1,625,925 1,679,477 1,673,937 1,657,317 1,679,477 2,761,597 18,483,148 Employee Benefits 46,216 1,076,596 1,707,792 2,232,870 2,236,158 2,261,126 2,208,951 2,096,647 2,299,064 2,322,170 2,324,480 2,708,036 23,520,106 Books, Supplies and Services 892,715 939,853 1,647,686 1,348,523 222,480 1,199,710 2,332,207 1,820,867 2,096,647 2,684,803 2,074,467 3,689,326 3,731,728 24,681,012 Capital Outlay 8,667 124,070 6,521 810,625 4,579 15,813 624 28,696 608 516,568 95,375 1,612,146 Other Outgo 65,942 (5,025) (793,294) (732,377) Interfund Transfers Out 149,797 2,081,530 702,753 2,934,080 TOTAL DISBURSEMENTS 1,016,940 8,255,526 10,394,589 11,062,380 10,776,246 10,767,165 11,154,792 10,682,232 11,151,935 13,792,166 11,142,707 15,655,474 3,827,103 129,679,255 PRIOR YEAR TRANSACTIONS Accounts Receivable (15,468) (262,764) (655,797) 1,425,124 1,031,872 (24,842) 54,428 5,688,473 564,149 3,046,836 5,602 10,857,613 Accounts Payable 4,133,660 (779,520) 2,275,063 1,803,885 (571,032) 2,115,809 80,116 234,322 (78,910) 67,861 (252,084) 9,029,169 TOTAL PY TRANSACTIONS (4,149,128) 516,756 (2,930,860) (378,761) 1,602,904 (2,140,650) (25,688) 5,454,151 643,059 2,978,975 257,686 0 0 1,828,444 NET INCREASE/DECREASE 1,105,568 1,300,645 1,935,676 (9,572,743) (1,371,671) 5,045,807 6,065,140 (2,431,605) (8,574,428) 2,946,911 (8,370,343) (10,752,852) 24,958,697 456,359 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 10,000,000 10,000,000 Cross FY TRAN Disbursements 10,000,000 10,000,000 ENDING CASH EXCLUDING TRAN $14,150,937 $15,451,582 $17,387,258 $7,814,515 $6,442,845 $11,488,652 $17,553,792 $15,122,187 $6,547,759 $9,494,670 $1,124,327 ($9,628,525) ($9,628,525) TRAN BALANCE AVAILABLE 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 0 0 0 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 ENDING CASH INCLUDING TRAN 24,150,937 25,451,582 27,387,258 17,814,515 16,442,845 11,488,652 17,553,792 15,122,187 16,547,759 19,494,670 11,124,327 371,475 371,475

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $371,475 $13,089,216 $18,280,113 $19,456,569 $9,213,318 $4,573,025 $3,797,075 $13,743,031 $9,759,567 $16,811,330 $19,637,363 $15,277,985 $371,475 BEGINNING CASH EXCLUDING TRAN ($9,628,525) $3,089,216 $8,280,113 $9,456,569 ($786,682) ($426,975) $3,797,075 $13,743,031 $9,759,567 $1,811,330 $4,637,363 $277,985 $371,475 RECEIPTS Revenue Limit Property Taxes 785,815 485,288 145,408 859,588 9,255,334 2,394,755 1,446,498 0 6,752,054 1,889,697 82,229 24,096,666 Principal Apportionment 6,971,035 0 5,307,973 5,307,973 12,350,632 294,877 0 2,641,103 884,662 25,034,843 58,793,098 2011-12 Deferrals 14,792,172 10,341,430 25,133,602 Other (99,996) (199,992) (133,328) (133,328) (133,328) (133,328) (133,328) (233,325) (116,662) (116,662) (116,662) (116,662) (1,666,601) Federal Revenue 2,520,170 352,792 530,978 591,577 16,552 573,019 433,551 812,023 0 288,906 6,119,568 Other State Revenue 2,103,830 2,495,311 3,506,829 1,203,048 2,112,385 1,339,084 2,424,210 1,390,356 860,357 2,030,263 610,806 1,483,372 1,866,175 23,426,026 Other Local Revenue 521 1,075 12,558 530,920 91,352 601,248 45,676 313,674 140,291 364,478 375,000 609,712 3,086,505 Interfund Transfer In 564,374 564,374 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 17,582,342 13,123,112 12,864,706 1,580,478 8,677,538 16,391,393 18,229,094 2,960,634 1,630,388 11,880,600 4,445,004 1,823,939 28,364,010 139,553,238 DISBURSEMENTS Certificated Salaries 63,022 5,311,637 5,404,743 5,608,627 5,559,429 5,173,551 4,934,699 5,022,019 5,039,483 4,969,627 5,016,198 6,128,878 58,231,913 Classified Salaries 14,987 918,773 1,380,322 1,669,921 1,667,781 1,679,292 1,627,413 1,681,145 1,675,586 1,583,911 1,606,145 2,707,935 18,213,211 Employee Benefits 46,216 1,076,596 1,686,276 2,211,354 2,214,642 2,178,156 2,203,572 2,091,268 2,143,685 2,188,307 2,169,101 2,724,173 22,933,346 Books, Supplies and Services 892,715 939,853 1,147,686 1,348,523 1,022,551 1,323,825 1,332,207 1,820,867 1,398,358 1,684,803 1,274,467 1,689,326 1,085,089 16,960,270 Capital Outlay 8,667 48,000 6,521 4,579 15,813 624 28,696 608 15,203 128,711 Other Outgo 196,748 196,748 Interfund Transfers Out 2,634,486 2,634,486 TOTAL DISBURSEMENTS 1,016,940 8,255,526 9,667,027 10,844,946 10,464,403 10,354,824 10,102,470 10,631,112 10,257,736 10,455,344 10,066,519 16,081,546 1,100,292 119,298,685 PRIOR YEAR TRANSACTIONS Accounts Receivable (35,007) (231,445) (45,778) 824,551 999,447 142,381 1,064,455 4,388,437 564,459 2,046,555 505,502 10,223,557 Accounts Payable 3,812,654 (554,756) 1,975,445 1,803,334 (1,147,125) 1,954,899 (754,877) 701,423 (114,652) 645,778 (756,635) 7,565,488 TOTAL PY TRANSACTIONS (3,847,661) 323,311 (2,021,223) (978,783) 2,146,572 (1,812,518) 1,819,332 3,687,014 679,111 1,400,777 1,262,137 0 2,658,069 NET INCREASE/DECREASE 12,717,741 5,190,897 1,176,456 (10,243,251) 359,707 4,224,051 9,945,956 (3,983,464) (7,948,237) 2,826,033 (4,359,378) (14,257,607) 27,263,718 20,254,553 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 15,000,000 15,000,000 Cross FY TRAN Disbursements 5,000,000 5,000,000 10,000,000 ENDING CASH EXCLUDING TRAN $3,089,216 $8,280,113 $9,456,569 ($786,682) ($426,975) $3,797,075 $13,743,031 $9,759,567 $1,811,330 $4,637,363 $277,985 ($13,979,622) ($13,979,622) TRAN BALANCE AVAILABLE 10,000,000 10,000,000 10,000,000 10,000,000 5,000,000 0 0 0 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 ENDING CASH INCLUDING TRAN 13,089,216 18,280,113 19,456,569 9,213,318 4,573,025 3,797,075 13,743,031 9,759,567 16,811,330 19,637,363 15,277,985 1,020,378 1,020,378 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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CHARTER OAK UNIFIED SCHOOL DISTRICT

Charter Oak Unified School District 20240 E. Cienega Avenue Covina, CA 91724 Attn: Chief Business Officer

General

The Charter Oak Unified School District was established July 1, 1960 and consists of an area comprising approximately 5.89 square miles. As of June 30, 2011, the District operated five elementary schools, one middle school, one high school, one continuation school, one alternative school, and one community day school.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms in alternating slates of two and three members.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General obligation bonds $27,055,816 Premium on general obligation bonds 716,348 Certificates of Participation 2,825,000 Accumulated vacation – net 209,583 Supplemental early retirement plan (SERP) 1,424,660 Other postemployment benefits 1,351,921 TOTAL $33,583,328

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District is currently in negotiations with classified and certificated staff to revisit fiscal year 2011-12 and fiscal year 2012-13 bargaining agreements to make adjustments for the Governor’s State Budget proposals for fiscal years 2011-12 and 2012-13.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 State cuts: $13 per ADA reduction; 50% reduction in transportation;

 Deferred State Apportionments – District has followed recommendations of the County Office of Education;

 District budgeted for increased health costs and for increases by step and column of approximately $650,584;

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 Increase of K-3 class-size ratios from 20:1 to 25:1 and 9-12 class size ratios from 36:1 to 38:1.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 6,238 $5,786 2008-09 6,061 5,635 2009-10 5,878 4,953 2010-11 5,767 5,211 2011-12(1) 5,855 5,199 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

CHARTER OAK UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $2,673,609,467 $267,182 $30,823,621 $2,704,700,270 2008-09 2,812,692,333 267,182 35,074,095 2,848,033,610 2009-10 2,757,354,228 267,182 35,727,325 2,793,348,735 2010-11(1) 2,699,776,734 8,120 31,270,765 2,731,055,619 2011-12 2,745,238,841 8,120 28,082,004 2,773,328,965 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $1,692,215 2009-10 1,897,550 2008-09 2,013,020

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Fiscal Year Contribution

2010-11 $747,066 2009-10 751,993 2008-09 765,828

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible retirees and their spouses. Membership of the postemployment benefit plan consists of 54 retirees and beneficiaries and 457 active members. According to the July 1, 2009 actuarial valuation, the Annual Required Contribution was $830,307 and the District’s UAAL was $6,951,912. The contribution requirements of plan members and the District are established and may be amended by the District and the District’s bargaining units. The District’s funding policy is pay-as-you-go. For Fiscal Year 2010-11, the District contributed $445,257 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation is $1,351,921. The District has not set aside funds in a special reserve for its OPEBs.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations.

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 As of June 30, 2013

Adult Education Fund $ 69,109 $ 0 $ 0 Child Development Fund 52,255 30,827 30,000 Cafeteria Fund 946,999 473,834 450,000 Deferred Maintenance Fund 174,915 171,703 170,000 Building Fund 165,824 166,306 169,000 Capital Facilities Fund 179,642 174,566 174,000 School Facilities Fund 1,193,293 254,939 400,000 Special Reserve Fund 563,228 550,000 500,000 Special Reserve Fund 390,667 385,000 380,000 Enrichment Program Fund 443,261 212,194 200,000

Total $4,179,192 $2,419,369 $2,473,000

Prospective purchasers of the Certificates should be aware that such funds have restricted uses but can be used as an alternative source of liquidity for the payment of District obligations; no representation is made by the District that such funds would in fact be made available for the payment of its Note in the absence of other revenues.

A-54A-48

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

CHARTER OAK UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE – revised $3,521,577 $ 3,649,215 $ 6,539,227

Total Revenues 50,596,708 45,103,922 50,090,945

Total Beginning Fund Balance and Revenues 54,118,285 48,753,137 56,630,172

Total Expenditures 52,721,486 47,954,908 49,363,569

Other Financing Sources (Uses) 2,252,416 4,849,482 52,416

ENDING FUND BALANCE $ 3,649,215 $ 5,647,711 $ 7,319,019

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below.

CHARTER OAK UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 5,647,711 $ 6,545,555

Total Revenues 43,447,277 42,914,360

Total Beginning Fund Balance and 49,094,988 49,459,915

Total Expenditures 44,196,496 45,899,674

Other Financing Sources (Uses) 652,416 1,692,430

ENDING FUND BALANCE $ 5,550,908 $ 5,252,671 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

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Comparison of District Balance Sheets

A comparison of the District’s General Fund Balance Sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

CHARTER OAK UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEET FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $9,223,653 $12,857,574 $14,944,074

Liabilities $5,574,438 $ 7,209,863 $ 7,625,055 Fund Balance 3,649,215 5,647,711 7,319,019 Total Liabilities and Fund Balance $9,223,653 $12,857,574 $14,944,074

Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

CHARTER OAK UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $4,997,423.05 $189,036.60 3.78% 2007-08 5,390,981.19 270,134.27 5.01 2008-09 5,664,756.44 265,922.34 4.69 2009-10 5,536,011.26 190,314.08 3.44 2010-11 5,435,629.25 130,663.98 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $1,513,236.87 $ 53,245.18 3.52% 2007-08 2,282,762.71 113,889.89 4.99 2008-09 2,402,754.64 109,205.96 4.55 2009-10 2,624,814.27 73,958.17 2.82 2010-11 2,766,475.88 55,869.36 2.02 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

CHARTER OAK UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. Vista Pointe Apartments LLC Apartments $ 36,644,338 1.33% 2. Thomas W. and Mary Redfern Apartments 23,027,477 0.84 3. Prince Club Pacifica Property Apartments 22,616,666 0.82 4. Covina 023 Woods 206 LP Apartments 18,962,960 0.69 5. Nationwide Health Properties Inc. Hospital 12,542,509 0.46 $113,793,950 4.15% ______(1) 2011-12 Local Secured Assessed Valuation: $2,745,238,841. Source: California Municipal Statistics, Inc.

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CHARTER OAK UNIFIED SCHOOL DISTRICT CASH FLOWS

A-58A-52 Charter Oak Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $6,020,596 $3,113,742 $5,724,549 $9,430,983 $4,267,816 $5,856,739 $6,792,823 $10,025,222 $7,238,889 $6,284,889 $5,778,437 $3,188,479 $6,020,596 BEGINNING CASH EXCLUDING TRAN $6,020,596 $3,113,742 $5,724,549 $9,430,983 $4,267,816 $5,856,739 $6,792,823 $10,025,222 $7,238,889 $3,284,889 $2,778,437 $188,479 $6,020,596 RECEIPTS Revenue Limit Property Taxes 206,942 257,355 233,305 2,168,620 577,364 379,671 0 1,674,795 419,570 115,263 6,032,885 Principal Apportionment 2,728,245 2,077,374 2,077,375 5,812,073 135,743 1,248,831 407,228 10,425,025 24,911,894 2010-11 Deferrals 292,918 2,808,765 1,621,047 0 0 0 52,168 0 4,774,898 Other 00 Federal Revenue 236 216,876 41,457 7,372 522,000 278,820 0 160,174 51,863 192,983 269,918 393,415 204,158 2,339,272 Other State Revenue 563,827 969,298 1,044,465 484,686 730,242 543,448 556,921 269,853 0 632,041 108,433 261,804 6,165,018 Other Local Revenue 4,907 18,040 100,427 226,672 196,837 57,553 29,066 70,892 38,637 0 0 0 3,328,395 4,071,426 Interfund Transfer In 1,692,430 1,692,430 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 1,068,830 4,270,334 5,535,641 718,730 3,759,758 5,125,816 6,975,424 1,016,333 90,500 3,748,650 1,205,149 2,515,080 13,957,578 49,987,823 DISBURSEMENTS Certificated Salaries 39,649 184,566 215,959 1,985,076 2,001,736 1,996,869 1,891,018 1,917,652 1,923,919 1,934,886 1,917,652 1,917,652 2,237,261 20,163,895 Classified Salaries 729 347,851 394,710 592,351 589,473 635,969 652,642 641,091 674,694 650,542 632,165 633,740 669,444 7,115,401 Employee Benefits 414,697 108,611 134,646 875,403 902,920 871,932 875,034 874,330 910,966 826,421 868,693 868,693 975,078 9,507,424 Books, Supplies and Services 157,313 426,320 716,681 443,075 602,742 368,610 318,972 358,110 523,438 633,114 285,881 696,498 36,214 5,566,969 Capital Outlay 12,112 262 12,374 Other Outgo 43,218 29,021 18,443 60,026 5,359 11,483 11,483 210,139 90,716 15,693 2,863,460 3,359,041 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 612,388 1,110,566 1,474,108 3,925,188 4,115,314 3,933,406 3,743,025 3,802,666 4,044,500 4,255,102 3,795,107 4,132,276 6,781,457 45,725,103 PRIOR YEAR TRANSACTIONS Accounts Receivable 66,526 (43,259) (52,587) 23,946 81,418 (3,421) 72,623 Accounts Payable 3,429,822 505,701 302,513 1,980,655 (1,863,061) 252,905 4,608,535 TOTAL PY TRANSACTIONS (3,363,296) (548,960) (355,100) (1,956,709) 1,944,479 (256,326) 0000000(4,535,912) NET INCREASE/DECREASE (2,906,854) 2,610,808 3,706,433 (5,163,167) 1,588,923 936,084 3,232,399 (2,786,333) (3,954,000) (506,452) (2,589,958) (1,617,196) 7,176,121 4,262,720 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 3,000,000 3,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $3,113,742 $5,724,549 $9,430,983 $4,267,816 $5,856,739 $6,792,823 $10,025,222 $7,238,889 $3,284,889 $2,778,437 $188,479 ($1,428,717) ($1,428,717) TRAN BALANCE AVAILABLE 000000 03,000,000 3,000,000 3,000,000 3,000,000 3,000,000 ENDING CASH INCLUDING TRAN 3,113,742 5,724,549 9,430,983 4,267,816 5,856,739 6,792,823 10,025,222 7,238,889 6,284,889 5,778,437 3,188,479 1,571,283 1,571,283

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,571,283 $8,726,938 $12,942,113 $12,640,059 $9,608,456 $9,394,591 $8,875,644 $8,802,044 $6,089,893 $3,016,474 $1,691,572 ($843,947) $1,571,283 BEGINNING CASH EXCLUDING TRAN ($1,428,717) $5,726,938 $9,942,113 $9,640,059 $6,608,456 $7,894,591 $8,875,644 $8,802,044 $6,089,893 $3,016,474 $1,691,572 ($843,947) $1,571,283 RECEIPTS Revenue Limit Property Taxes 206,942 257,355 0 233,305 2,171,154 561,304 369,191 0 1,628,226 407,613 111,927 5,947,017 Principal Apportionment 1,303,743 1,303,743 2,346,737 2,346,737 2,346,737 2,346,737 2,346,737 130,374 915,228 284,216 391,123 0 10,425,025 26,487,137 2011-12 Deferrals 6,104,891 4,268,021 0 0 0 0 10,372,912 Other 0 Federal Revenue 236 216,876 41,457 7,372 111,310 218,291 0 218,291 70,537 262,696 367,617 535,609 278,936 2,329,228 Other State Revenue 563,827 969,298 1,044,465 484,686 745,278 591,243 809,832 392,661 0 919,377 157,565 380,656 7,058,888 Other Local Revenue 4,907 18,040 100,427 226,672 196,590 21,622 8,069 19,760 10,966 0 0 0 752,929 1,359,981 Interfund Transfer In 1,692,430 1,692,430 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 8,184,546 7,033,333 3,533,085 3,065,467 3,633,220 5,349,047 3,725,942 1,130,277 996,731 3,094,515 1,323,918 2,720,622 11,456,890 55,247,593 DISBURSEMENTS Certificated Salaries 40,363 187,888 219,846 2,020,807 2,037,767 1,949,762 1,851,362 1,879,903 1,885,611 1,895,125 1,879,903 1,879,903 2,163,994 19,892,235 Classified Salaries 774 369,418 419,182 629,077 626,020 670,690 629,086 617,741 650,520 627,196 583,258 610,804 673,345 7,107,111 Employee Benefits 476,532 124,806 154,723 1,005,934 1,037,554 922,266 953,903 952,944 993,210 900,216 946,233 946,233 1,052,892 10,467,447 Books, Supplies and Services 147,925 400,880 673,914 416,635 559,523 427,182 359,111 379,250 528,220 763,323 348,890 807,540 72,438 5,884,831 Capital Outlay 12,374 0 0 000000012,374 Other Outgo 186,207 125,039 398,094 6,079 12,590 12,590 233,558 101,152 18,234 2,263,359 3,356,901 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 665,595 1,269,199 1,480,039 4,197,492 4,260,865 4,367,994 3,799,543 3,842,428 4,070,149 4,419,418 3,859,436 4,262,714 6,226,028 46,720,899 PRIOR YEAR TRANSACTIONS Accounts Receivable 66,526 (43,259) (52,587) 23,946 81,418 76,044 Accounts Payable 429,822 1,505,701 2,302,513 1,923,524 (1,832,362) 4,329,198 TOTAL PY TRANSACTIONS (363,296) (1,548,960) (2,355,100) (1,899,578) 1,913,780 0 000000 (4,253,155) NET INCREASE/DECREASE 7,155,655 4,215,174 (302,053) (3,031,603) 1,286,135 981,053 (73,601) (2,712,151) (3,073,418) (1,324,903) (2,535,518) (1,542,092) 5,230,862 8,526,694 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 3,000,000 0 Cross FY TRAN Disbursements 1,500,000 1,500,000 3,000,000 ENDING CASH EXCLUDING TRAN $5,726,938 $9,942,113 $9,640,059 $6,608,456 $7,894,591 $8,875,644 $8,802,044 $6,089,893 $3,016,474 $1,691,572 ($843,947) ($2,386,039) ($2,386,039) TRAN BALANCE AVAILABLE 3,000,000 3,000,000 3,000,000 3,000,000 1,500,000 0 0 0 3,000,000 3,000,000 3,000,000 3,000,000 0 ENDING CASH INCLUDING TRAN 8,726,938 12,942,113 12,640,059 9,608,456 9,394,591 8,875,644 8,802,044 6,089,893 6,016,474 4,691,572 2,156,053 613,961 613,961 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-59 A-59

COMPTON COMMUNITY COLLEGE DISTRICT

Compton Community College District 1111 East Artesia Boulevard Compton, CA 90221 Attn: Director of Fiscal Affairs General

The Compton Community College District (“Compton”) was established on July 1, 1927, and is comprised of an area of approximately 29 square miles located in Los Angeles County. The District serves the communities of Compton, Willowbrook, Enterprise, Carson, Lynwood and Paramount.

On June 30, 2006, the District was notified that its accreditation by the Accrediting Commission for Community and Junior Colleges of the Western Association of Schools and Colleges was being withdrawn. In anticipation of this action, the legislature passed and then-Governor Arnold Schwarzenegger signed legislation known as Assembly Bill 318 (AB 318). AB 318 put in place several operational parameters unique to the Compton Community College District. The first provides for access to $30 million in the form of a loan that is to be repaid over 20 years from the date the District withdraws the funds. Through June 30, 2011, the District had withdrawn $16,179,082. Compton does not plan to draw down any additional funds from the State loan. Lastly, the District partnered with El Camino Community College District to ensure that Compton students could continue to have access to accredited educational services. El Camino Community College District provides accredited instructional and student services to students on the Compton campus through the El Camino College Compton Community Educational Center.

Organization

The District is governed by a State-appointed Special Trustee and has a non-voting, five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

Bonds and Notes Payable General obligation bonds $49,855,000 Bond premium 1,833,221 Note payable 16,179,083 Total Bonds and Notes Payable $67,867,304

Other Liabilities Compensated absences $ 1,098,766 Early retirement incentive 214,976 Claims liability 2,009,000 Other post-employment benefits 3,114,455 Total Other Liabilities $6,437,197

TOTAL LONG-TERM OBLIGATIONS $74,304,501

In July 2011, the District issued $3,500,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on March 30, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-2 Notes prior to the date hereof.

A-60A-53

Collective Bargaining Agreements

Both the Certificated and Classified employees have settled for Fiscal Year 2010-11. The Districts’ Classified Bargaining Unit contract ends June 30, 2012 and the Certificated Bargaining Unit ends June 30, 2013.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Revenues are being lowered by 2%, while Disbursements are being lowered by 1%.

 Per the State Summary of Projected Deferrals and General Apportionment sheet, $8,135,263 will be deferred for the District; 87% of that amount will be repaid in July, 2012 and 13% will be repaid in October, 2012. This represents the January through June apportionments.

 If the trigger cuts materialize, there will be a potential Tier 1 reduction of $175,976 on or after January 1, 2012. There is a potential Tier 2 reduction of $422,342 on the same date. Potential trigger cuts for fiscal year 2012-13 are estimated to be $1.5 million.

 Apportionment for fiscal year 2011-12 is built on FTES of 6,091.51, which includes summer rollover students. Presuming a $1 million budget reduction from the State in fiscal year 2012-13, projected FTES would be 5,900; presuming a $1.5 million reduction, the projected FTES would be 5,560.

 PARS (SRP) was offered to Academic employees. 9 faculty members submitted letters of resignation; salary savings estimated to be $300,000. Budget for PARS retirement payout for fiscal year 2012-13 is $109,842; total District liability for participating in PARS is $549,216.

 The District has scheduled a Line of Credit repayment of $1 million in March 2012, with a payment of $200,000 each year starting in fiscal year 2012-13 until the $2 million loan from the Line of Credit is paid off.

 If State budget cuts deepen, non-personnel expenses are projected to be reduced, or funds may need to be borrowed.

Enrollment History and Projection

The following table provides attendance figures for the District in terms of full-time equivalent students (“FTES”) for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year.

Fiscal Year FTES

2007-08 3,347 2008-09 5,000 2009-10 5,303 2010-11 6,626 2011-12(1) 6,000 ______(1) Projected.

A-61A-54

Assessed Value

COMPTON COMMUNITY COLLEGE DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Local Total Before Fiscal Year Secured Utility Unsecured Rdv. Increment

2007-08 $14,955,908,869 $2,344,860 $ 915,248,737 $15,873,502,466 2008-09 15,761,013,124 2,344,848 970,931,910 16,734,289,882 2009-10 15,275,933,221 1,999,753 1,010,826,911 16,288,759,885 2010-11 14,628,281,051 1,999,838 958,935,134 15,589,216,023 2011-12 14,890,731,885 2,101,601 969,906,089 15,862,739,575 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $1,026,063 2009-10 1,000,465 2008-09 874,355

Fiscal Year Contribution

2010-11 $757,542 2009-10 648,962 2008-09 633,370

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. As of the actuarial valuation dated December 8, 2009, membership consisted of 73 retirees and beneficiaries currently receiving benefits and 231 active plan members. According to this

A-62A-55 valuation, the Annual Required Contribution was $1,513,980 and the District’s UAAL was $15,723,057. The contribution requirements of plan members and the District are established and may be amended by the District and the District’s bargaining units. The required contribution is based on a projected pay-as- you-go financing requirement with an additional amount to prefund benefits as determined annually through agreements between the District and the bargaining units. For fiscal year 2010-11, the District contributed $523,436 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation was $3,114,455 as of June 30, 2011. The District has not set aside funds in a special reserve for its OPEBs.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013

State Loan $2,286,524 $1,186,524 $986,524

Total $2,286,524 $1,186,524 $986,524

Financial Reports

Following is information taken from the District’s audited financial reports for the last three fiscal years:

COMPTON COMMUNITY COLLEGE DISTRICT SUMMARY OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS – PRIMARY GOVERNMENT FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED Net Assets, Beginning of Year $29,961,642 $30,667,397 $26,557,197 Operating Revenues 1,935,382 1,829,394 2,104,397 Operating Expenses 39,557,987 42,046,779 43,678,145 Nonoperating Revenues (Expenses) 36,726,034 35,030,196 40,107,368 Other Revenues 1,602,326 1,076,989 1,892,538 Net Assets, End of Year $30,667,397 $26,557,197 $26,983,355

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Comparison of District Budgets

A comparison of the District’s Unrestricted General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

COMPTON COMMUNITY COLLEGE DISTRICT SUMMARY OF 2010-11 ADOPTED BUDGET AND 2011-12 ADOPTED BUDGET FOR DISTRICT GENERAL FUND

UNRESTRICTED UNRESTRICTED GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 1,154,262 $ 3,860,772 Total Revenues 34,041,033 35,635,168 Total Beginning Fund Balance and Revenues 35,195,295 39,495,940 Total Expenditures 33,395,205 35,635,168 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 1,800,090 $ 3,860,772

Comparison of District Statements of Net Assets

A comparison of the District’s Statements of Net Assets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

COMPTON COMMUNITY COLLEGE DISTRICT STATEMENT OF NET ASSETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 Audited 2009-10 Audited 2010-11 Audited

Total Assets $97,672,537 $111,113,680 $111,700,311

Total Liabilities 67,005,140 84,556,483 84,716,956

Total Net Assets $30,667,397 $ 26,557,197 $ 26,983,555

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Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

COMPTON COMMUNITY COLLEGE DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $3,068,338.24 $114,918.20 3.75% 2007-08 3,494,052.67 173,425.20 4.96 2008-09 3,666,497.59 170,661.86 4.65 2009-10 3,566,024.13 121,557.35 3.41 2010-11 3,433,130.80 81,809.90 2.38

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,551,027.69 $182,259.61 7.14% 2007-08 2,600,884.97 244,051.98 9.38 2008-09 3,720,920.36 264,475.10 7.11 2009-10 1,945,879.37 113,965.42 5.86 2010-11 3,047,137.00 141,616.63 4.65 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

COMPTON COMMUNITY COLLEGE DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. PR I Dominguez Hills Industrial CA LLC Industrial $148,248,133 1.00% 2. Carson Dominguez Properties LP Industrial 140,559,953 0.94 3. AMB Property LP Industrial 129,805,582 0.87 4. General Mills Operations Inc. Industrial 113,871,623 0.76 5. Watson Partners LP Industrial 113,162,675 0.76 $645,647,966 4.34% ______(1) 2011-12 Local Secured Assessed Valuation: $14,890,731,885. Source: California Municipal Statistics, Inc.

A-65A-58

COMPTON COMMUNITY COLLEGE DISTRICT CASH FLOWS

A-66A-59 Compton Community College District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $3,169,490 $16,084,723 $16,296,298 $16,337,310 $18,509,741 $15,318,512 $13,269,114 $10,897,119 $9,201,598 $7,299,316 $5,652,849 $5,148,633 $3,169,490 BEGINNING CASH EXCLUDING TRAN $3,169,490 $12,584,723 $12,796,298 $12,837,310 $15,009,741 $12,984,012 $12,100,114 $10,897,119 $9,201,598 $5,799,316 $4,152,849 $3,648,633 $3,169,490 RECEIPTS Revenue Limit Property Taxes 00004241,367,612 341,642 213,818 31 978,543 410,663 (171) 3,312,562 Principal Apportionment 428,622 2,121,913 3,182,869 4,345,683 2,387,151 1,326,196 784,213 188,567 184,828 524,617 1,671,406 337,733 8,441,793 25,925,591 2010-11 Deferrals 6,887,386 00000000000 6,887,386 Other 8,620 26,562 17,197 (59,057) 580 22,729 16,071 162,821 17,414 48,276 2,534 398,253 662,000 Federal Revenue 0000000000015,002 15,002 Other State Revenue 362,109 211,102 216,698 505,371 (474,895) 125,386 1,175,678 00000 2,121,449 Other Local Revenue 5,283 6,147 0 12,256 (1,611) 0 000000 22,075 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 95,006 95,006 TOTAL RECEIPTS 7,787,026 2,365,724 3,416,764 4,804,253 1,911,649 2,841,923 2,317,604 565,206 202,273 1,551,436 2,084,603 750,817 8,441,793 39,041,071 DISBURSEMENTS Certificated Salaries 271,840 531,971 933,345 1,060,654 1,090,051 1,086,518 1,154,413 1,118,151 1,162,751 1,442,214 1,169,770 1,266,290 12,287,967 Classified Salaries 0 454,993 476,705 490,806 466,552 520,750 439,106 491,076 496,161 550,539 501,851 521,951 5,410,490 Employee Benefits 62,976 266,459 351,870 456,517 509,760 487,896 500,989 469,672 431,804 540,632 501,692 447,544 5,027,811 Books, Supplies and Services 462,349 1,466,121 815,536 442,784 (1,136,036) 500,984 380,337 172,478 509,230 343,727 343,011 605,182 4,905,704 Capital Outlay 70,582 7,490 7,710 39,637 (71,270) 18,151 2,314 7,835 4,609 320,792 22,495 64,447 494,792 Other Outgo 0 0 6,100 6,800 2,835 0 9,276 1,515 1,000,000 0 50,000 1,292,420 2,368,946 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 867,747 2,727,033 2,591,268 2,497,199 861,893 2,614,299 2,486,434 2,260,726 3,604,555 3,197,903 2,588,819 4,197,834 0 30,495,710 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 11,011 9,127 0 0 4,942 000000 25,080 Accounts Payable (2,495,954) (561,873) 793,611 134,624 3,075,485 1,116,464 1,034,165 3,096,522 TOTAL PY TRANSACTIONS 2,495,954 572,884 (784,484) (134,624) (3,075,485) (1,111,522) (1,034,165) 000000(3,071,442) NET INCREASE/DECREASE 9,415,233 211,575 41,013 2,172,430 (2,025,728) (883,898) (1,202,995) (1,695,521) (3,402,282) (1,646,467) (504,216) (3,447,018) 8,441,793 8,545,361 TRAN FY TRAN Receipts 3,500,000 3,500,000 FY TRAN Disbursements 1,165,500 1,165,500 1,169,000 3,500,000 Cross FY TRAN Receipts 1,500,000 1,500,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $12,584,723 $12,796,298 $12,837,310 $15,009,741 $12,984,012 $12,100,114 $10,897,119 $9,201,598 $5,799,316 $4,152,849 $3,648,633 $201,616 $201,616 TRAN BALANCE AVAILABLE 3,500,000 3,500,000 3,500,000 3,500,000 2,334,500 1,169,000 0 0 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 ENDING CASH INCLUDING TRAN 16,084,723 16,296,298 16,337,310 18,509,741 15,318,512 13,269,114 10,897,119 9,201,598 7,299,316 5,652,849 5,148,633 1,701,616 1,701,616

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,701,616 $9,923,413 $9,334,675 $9,905,385 $11,823,568 $12,663,593 $12,069,567 $10,505,535 $8,530,082 $7,650,400 $4,504,884 $3,984,864 $1,701,616 BEGINNING CASH EXCLUDING TRAN $201,616 $8,423,413 $7,834,675 $8,405,385 $10,323,568 $11,913,593 $12,069,567 $10,505,535 $8,530,082 $6,150,400 $3,004,884 $2,484,864 $1,701,616 RECEIPTS Revenue Limit Property Taxes 00004161,340,260 334,809 209,542 30 958,972 402,450 (168) 3,246,311 Principal Apportionment 420,050 2,079,475 3,119,212 4,258,769 2,339,408 1,299,672 768,529 184,796 181,731 514,125 1,637,978 330,978 8,272,356 25,407,079 2011-12 Deferrals 8,441,793 0 0 000000 8,441,793 Other 8,448 26,031 16,853 (57,876) 569 22,274 15,750 159,564 17,066 47,311 2,483 390,287 648,760 Federal Revenue 0000000000014,702 14,702 Other State Revenue 205,398 (505) 0 180,446 0 0 000000 385,339 Other Local Revenue 5,178 6,024 0 9,071 1,579 0 000000 21,852 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 9,080,867 2,111,025 3,136,065 4,390,410 2,341,972 2,662,206 1,119,088 553,902 198,827 1,520,408 2,042,911 735,799 8,272,356 38,165,836 DISBURSEMENTS Certificated Salaries 269,121 526,651 924,012 1,050,047 1,079,150 1,161,401 1,305,573 1,106,970 1,151,124 1,427,792 1,158,072 1,253,627 12,413,540 Classified Salaries 0 450,443 471,938 485,898 461,887 552,539 503,309 486,199 491,199 545,034 496,833 516,732 5,462,011 Employee Benefits 62,346 263,794 348,351 451,952 465,367 41,607 502,628 427,486 427,486 535,225 496,675 443,068 4,465,985 Books, Supplies and Services 457,726 1,451,460 807,381 438,356 (1,186,707) 450,331 364,498 504,138 504,138 340,290 339,581 599,130 5,070,322 Capital Outlay 69,876 7,415 7,633 39,241 (70,557) 3,354 6,123 4,563 4,563 317,584 22,270 63,803 475,866 Other Outgo 0 0 6,039 6,732 2,807 297,000 990 0 0 1,500,000 49,500 1,279,496 3,142,564 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 859,070 2,699,763 2,565,355 2,472,227 751,947 2,506,231 2,683,121 2,529,355 2,578,509 4,665,924 2,562,931 4,155,856 0 31,030,288 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 0 TOTAL PY TRANSACTIONS 000000000000 0 NET INCREASE/DECREASE 8,221,797 (588,738) 570,710 1,918,183 1,590,025 155,974 (1,564,033) (1,975,453) (2,379,682) (3,145,516) (520,020) (3,420,056) 8,272,356 7,135,548 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 1,500,000 1,500,000 Cross FY TRAN Disbursements 750,000 750,000 1,500,000 ENDING CASH EXCLUDING TRAN $8,423,413 $7,834,675 $8,405,385 $10,323,568 $11,913,593 $12,069,567 $10,505,535 $8,530,082 $6,150,400 $3,004,884 $2,484,864 ($935,192) ($935,192) TRAN BALANCE AVAILABLE 1,500,000 1,500,000 1,500,000 1,500,000 750,000 0 0 0 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000 ENDING CASH INCLUDING TRAN 9,923,413 9,334,675 9,905,385 11,823,568 12,663,593 12,069,567 10,505,535 8,530,082 7,650,400 4,504,884 3,984,864 564,808 564,808 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-67

EAST WHITTIER CITY SCHOOL DISTRICT

East Whittier City School District 14535 E. Whittier Boulevard Whittier, CA 90605 Attn: Chief Financial Officer

General

The East Whittier City School District was established in 1902, and consists of an area comprising approximately 20 square miles located in Los Angeles County. As of June 30, 2011, the District operated one preschool, ten elementary and three middle schools.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance Government-Wide: Compensated Absences $ 331,786 Other Postemployment Benefits Obligation 59,548 Early Retirement Incentive Plan ERI 2008 – Certificated 885,000 ERI 2010 – Certificated 1,080,000 ERI 2010 – Classified 21,000 ERI 2011 – Certificated 495,000 ERI 2011 – Classified 57,750 General Obligation Bonds 2007 Financing Authority, Net of Premium and Deferred Charges 12,993,120 Subtotal – Government-Wide 15,923,204 General Obligation Bonds 2007 Refunding Bonds 13,560,000 TOTAL LONG-TERM DEBT $29,483,204

Collective Bargaining Agreements

The agreements with both the certificated and classified employees expired June 30, 2011 but the employees will continue to work under the terms of the previous agreements until new ones are finalized. The District and both the certificated and classified groups have agreed to two additional furlough days for 2011-12 for a total projected reduction of $600,000 in expenditures.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments – used the on-going deferral schedule:

o 2011-12 principal apportionment deferral totaling $20 million: $11.8 million will be paid in July 2012, $8.2 million in August 2012;

o 2012-13 principal apportionment deferral totaling $19.3 million: $11.3 million will be paid in July 2013, $8.0 million in August 2013;

 Benefits include an increase of 8% for Health and Welfare, as well as a decrease due to raising student class size and a reduction in workforce for a decrease in total of $1.9 million. Step and column will continue as usual;

 Assumes an increase in ADA of 101 students, or $602,208 in increased revenue limit revenues.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 8,439 $6,624.72 2008-09 8,576 6,582.54 2009-10 8,574 5,943.95 2010-11 8,600 6,010.57 2011-12(1) 8,706 6,060.70 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

EAST WHITTIER CITY SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $5,659,605,798 $1,319,379 $79,206,479 $5,740,131,656 2008-09 5,912,534,751 1,426,715 83,000,335 5,996,961,801 2009-10 5,741,685,060 1,425,626 82,052,313 5,825,162,999 2010-11 5,705,863,139 1,002,263 76,037,607 5,782,903,009 2011-12 5,851,968,098 999,014 75,933,135 5,928,900,247 ______Source: California Municipal Statistics, Inc.

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Retirement Systems

Fiscal Year Contribution

2010-11 $3,368,272 2009-10 3,480,687 2008-09 3,425,873

The District also participates in CalPERS for all full-time and some part-time classified employees. Active plan members are required to contribute 7.0 percent of their salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalPERS Board of Administration. The required employer contribution rate for Fiscal Year 2009-10 was 10.707 percent of covered payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalPERS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $1,151,054 2009-10 1,024,729 2008-09 972,349

Post Employment Benefits

The District provides OPEB in addition to retirement payments to eligible District retirees. The District was required to comply with GASB 45 beginning with the Fiscal Year ending June 30, 2009. As of July 1, 2009, the most recent actuarial valuation date, the Annual Required Contribution was $355,862 and the District’s UAAL was $2,963,365. The District currently finances benefits on a pay-as-you-go basis. For fiscal year 2010-11, the District contributed $375,676 and total member contributions were $107,247 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation is $59,548. Although the plan has no segregated assets, the District does maintain a retiree benefits fund to designate resources for retiree health care costs. At June 30, 2011, the retiree benefits fund’s designated balance was $132,029.

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Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013

District Fund 40 $905,609 $894,034 $894,034

Total $905,609 $894,034 $894,034

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past four fiscal years follows:

EAST WHITTIER CITY SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 UNAUDITED

BEGINNING FUND BALANCE - revised $ 26,810,589 $ 23,393,530 $ 20,383,910 Total Revenues 80,302,898 78,802,842 78,992,466 Total Beginning Fund Balance and Revenues 107,113,487 102,196,372 99,376,376 Total Expenditures 81,931,618 82,383,034 81,436,939 Other Financing Sources (Uses) (1,788,339) (178,476) (75,008) ENDING FUND BALANCE $ 23,393,530 $ 19,634,862 $ 17,864,429

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

EAST WHITTIER CITY SCHOOL DISTRICT SUMMARY OF THE 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $20,383,910 $17,272,512 Total Revenues 78,709,837 76,055,165 Total Beginning Fund Balance and Revenues 99,093,747 93,327,677 Total Expenditures 84,593,890 84,684,323 Other Financing Sources (Uses) (75,008) 0 ENDING FUND BALANCE $ 14,424,849 $ 8,643,354 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

EAST WHITTIER CITY SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $27,804,995 $23,365,573 $21,540,157

Liabilities $ 4,411,465 $ 3,730,711 $ 3,675,728 Fund Balance 23,393,530 19,634,862 17,864,429 Total Liabilities and Fund Balance $27,804,995 $23,365,573 $21,540,157

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

EAST WHITTIER CITY SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $3,211,119.68 $121,303.28 3.78% 2007-08 3,558,777.84 178,107.72 5.00 2008-09 3,706,350.45 173,795.58 4.69 2009-10 3,587,728.96 123,197.46 3.43 2010-11 3,577,236.67 85,907.39 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $1,320,987.49 $61,647.54 4.67% 2007-08 1,538,633.98 94,024.09 6.11 2008-09 1,923,724.85 97,054.40 5.05 2009-10 2,000,965.93 65,523.73 3.27 2010-11 2,046,289.35 41,814.07 2.04 ______(1) 1% General Fund apportionment. Reflects countywide delinquency rate. (2) General obligation debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

EAST WHITTIER CITY SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Cole Mt. Whittier CA LP Shopping Center $125,416,541 2.14% 2. GMS Five LLC Shopping Center 57,162,240 0.98 3. Whittier Financial Center LP Office Building 23,380,000 0.40 4. Suburban Water Systems Water Company 20,602,301 0.35 5. Whittier Calmed Investment LP Hospital 18,725,775 0.32 $245,286,857 4.19% ______(1) 2011-12 Local Secured Assessed Valuation: $5,851,968,098. Source: California Municipal Statistics, Inc.

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EAST WHITTIER CITY SCHOOL DISTRICT CASH FLOWS

A-74A-66 East Whittier City School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,856,054 $4,156,914 $10,158,340 $14,192,472 $7,927,593 $6,369,573 $5,905,158 $11,431,042 $6,705,323 $14,123,135 $12,122,782 $7,751,435 $2,856,054 BEGINNING CASH EXCLUDING TRAN $2,856,054 $4,156,914 $10,158,340 $14,192,472 $7,927,593 $6,369,573 $5,905,158 $11,431,042 $6,705,323 $123,135 ($1,877,218) ($6,248,565) $2,856,054 RECEIPTS Revenue Limit Property Taxes 133,534 184,479 84,467 14,283 256,447 1,928,534 564,538 302,893 0 1,702,832 609,205 125,270 3,600 5,910,080 Principal Apportionment 0 0 5,010,833 0 3,812,577 3,812,576 10,666,742 133,963 0 2,273,739 741,436 0 20,090,284 46,542,150 2010-11 Deferrals 3,142,115 5,500,685 3,089,584 11,732,384 Other 124,551 124,551 Federal Revenue 197,318 0 172,149 201,804 415,821 658,637 81,956 174,539 917,065 129,876 7,000 1,754,941 1,201,600 5,912,706 Other State Revenue 718,660 31,895 1,276,376 590,995 661,559 442,526 813,317 1,332,858 25,000 1,238,968 550,330 1,154,638 2,444,223 11,281,344 Other Local Revenue 1 14,474 31,462 40,793 669,102 558,143 1,022,926 553,185 45,375 452,361 801,700 335,050 1,326,000 5,850,571 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 624,112 624,112 TOTAL RECEIPTS 4,191,627 5,731,532 9,664,871 847,876 5,815,506 7,400,416 13,149,478 2,497,438 987,440 5,797,776 2,709,671 4,118,562 25,065,707 87,977,898 DISBURSEMENTS Certificated Salaries 232,583 574,581 3,926,736 3,938,175 3,999,526 4,298,241 3,949,091 3,856,761 3,969,428 3,934,454 3,820,282 4,485,488 305,754 41,291,101 Classified Salaries 7,286 686,677 563,827 1,133,628 1,166,905 1,121,432 1,113,732 1,081,688 1,148,786 1,050,620 1,129,938 2,145,927 714,333 13,064,779 Employee Benefits 49,815 234,859 1,455,800 1,881,583 1,884,623 1,804,923 1,811,582 1,793,792 2,077,890 1,810,190 1,782,663 2,249,158 950,000 19,786,879 Books, Supplies and Services 340,018 396,757 917,110 657,489 490,503 575,652 918,751 635,056 430,695 1,031,737 412,314 1,283,678 650,000 8,739,760 Capital Outlay 6,751 16,174 29,151 5,682 0 0 4,610 16,525 15,723 0 0 7,000 101,616 Other Outgo 2,325 0 0 4,512 2,292 0 0 4,894 7,091 0 12,000 33,114 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 638,778 1,909,049 6,892,624 7,621,069 7,543,849 7,800,248 7,797,766 7,388,716 7,642,522 7,834,092 7,145,197 10,183,251 2,620,087 83,017,249 PRIOR YEAR TRANSACTIONS Accounts Receivable 249,695 2,954,219 421,366 1,150,078 39,613 (66,818) 185,112 157,115 70,487 31,429 61,456 47,865 5,301,616 Accounts Payable 2,501,684 775,276 (840,519) 641,763 (130,710) (2,236) 10,940 (8,444) (2,407) (4,534) (2,724) 16,807 2,954,896 TOTAL PY TRANSACTIONS (2,251,989) 2,178,943 1,261,885 508,315 170,323 (64,582) 174,172 165,559 72,894 35,963 64,180 31,058 0 2,346,720 NET INCREASE/DECREASE 1,300,860 6,001,426 4,034,132 (6,264,879) (1,558,020) (464,415) 5,525,884 (4,725,719) (6,582,188) (2,000,353) (4,371,346) (6,033,632) 22,445,620 4,960,650 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 14,000,000 14,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $4,156,914 $10,158,340 $14,192,472 $7,927,593 $6,369,573 $5,905,158 $11,431,042 $6,705,323 $123,135 ($1,877,218) ($6,248,565) ($12,282,196) ($12,282,196) TRAN BALANCE AVAILABLE 000000 014,000,000 14,000,000 14,000,000 14,000,000 14,000,000 ENDING CASH INCLUDING TRAN 4,156,914 10,158,340 14,192,472 7,927,593 6,369,573 5,905,158 11,431,042 6,705,323 14,123,135 12,122,782 7,751,435 1,717,804 1,717,804

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,717,804 $11,167,626 $20,113,330 $22,328,503 $16,284,571 $9,398,033 $2,846,235 $10,434,822 $6,366,665 $14,297,999 $12,712,294 $9,221,983 $1,717,804 BEGINNING CASH EXCLUDING TRAN ($12,282,196) ($2,832,374) $6,113,330 $8,328,503 $2,284,571 $2,398,033 $2,846,235 $10,434,822 $6,366,665 $1,297,999 ($287,706) ($3,778,017) $1,717,804 RECEIPTS Revenue Limit Property Taxes 133,534 196,220 111,749 0 315,135 1,928,534 564,538 302,893 0 1,697,106 609,205 31,970 3,600 5,894,482 Principal Apportionment 0 0 5,601,408 0 4,265,031 4,265,031 11,932,609 236,946 0 2,179,905 710,839 0 19,336,465 48,528,234 2011-12 Deferrals 11,825,587 8,264,697 20,090,284 Other (42,015) (42,015) Federal Revenue 0 17,000 373,074 12,361 81 281,178 5,507 1,007,065 288,049 7,000 571,600 795,685 3,358,599 Other State Revenue 202,163 568,639 1,065,058 373,033 831,821 430,146 836,602 1,207,476 598,522 740,503 610,463 495,796 1,652,239 9,612,461 Other Local Revenue 1 14,474 7,410 38,811 1,118,229 558,143 1,022,926 557,685 45,375 456,861 803,200 384,900 826,000 5,834,014 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 12,161,284 9,061,029 7,158,699 424,205 6,530,297 7,463,032 14,362,181 2,305,000 1,650,962 5,362,424 2,740,707 1,442,251 22,613,989 93,276,059 DISBURSEMENTS Certificated Salaries 232,583 574,581 3,201,675 3,203,564 3,315,864 3,650,241 3,301,091 3,208,761 3,321,428 3,286,454 3,172,282 3,837,488 305,754 34,611,767 Classified Salaries 7,286 686,677 452,238 1,088,150 1,124,879 1,103,432 1,095,732 1,063,688 1,130,786 1,032,620 1,111,938 2,127,927 714,333 12,739,686 Employee Benefits 49,815 234,859 1,326,164 1,716,069 1,732,921 1,724,923 1,731,582 1,713,792 1,997,890 1,730,190 1,702,663 2,169,158 950,000 18,780,027 Books, Supplies and Services 271,018 327,757 524,222 1,017,074 361,907 471,652 814,751 531,056 326,695 927,737 308,314 1,179,678 650,000 7,711,861 Capital Outlay 6,751 16,174 16,088 53,526 0 0 4,610 16,525 15,723 0 0 70,000 199,396 Other Outgo 2,325 0 0 1,085 0 0 0 4,894 7,091 0 12,000 27,395 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 569,778 1,840,049 5,520,387 7,079,468 6,535,571 6,950,248 6,947,766 6,538,716 6,792,522 6,984,092 6,295,197 9,396,251 2,620,087 74,070,132 PRIOR YEAR TRANSACTIONS Accounts Receivable 360,000 2,500,000 704,181 665,053 116,760 (66,818) 185,112 157,115 70,487 31,429 61,456 47,865 4,832,639 Accounts Payable 2,501,684 775,276 127,320 53,722 (1,976) (2,236) 10,940 (8,444) (2,407) (4,534) (2,724) 16,807 3,463,428 TOTAL PY TRANSACTIONS (2,141,684) 1,724,724 576,861 611,331 118,736 (64,582) 174,172 165,559 72,894 35,963 64,180 31,058 1,369,211 NET INCREASE/DECREASE 9,449,822 8,945,704 2,215,173 (6,043,932) 113,462 448,201 7,588,587 (4,068,157) (5,068,666) (1,585,705) (3,490,311) (7,922,943) 19,993,902 19,205,927 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 13,000,000 13,000,000 Cross FY TRAN Disbursements 7,000,000 7,000,000 14,000,000 ENDING CASH EXCLUDING TRAN ($2,832,374) $6,113,330 $8,328,503 $2,284,571 $2,398,033 $2,846,235 $10,434,822 $6,366,665 $1,297,999 ($287,706) ($3,778,017) ($11,700,960) ($11,700,960) TRAN BALANCE AVAILABLE 14,000,000 14,000,000 14,000,000 14,000,000 7,000,000 0 0 0 13,000,000 13,000,000 13,000,000 13,000,000 13,000,000 ENDING CASH INCLUDING TRAN 11,167,626 20,113,330 22,328,503 16,284,571 9,398,033 2,846,235 10,434,822 6,366,665 14,297,999 12,712,294 9,221,983 1,299,040 1,299,040 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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EL CAMINO COMMUNITY COLLEGE DISTRICT

El Camino Community College District 16007 Crenshaw Blvd. Torrance, CA 90506 Attn: Business Manager

General

The District was established in July 1946 and is comprised of an area of approximately 50 square miles. The District’s primary service area includes the Cities of Inglewood, Lennox, El Segundo, Hawthorne, Lawndale, Hermosa Beach, Manhattan Beach, Redondo Beach, and Torrance. As of June 30, 2011, the District operated one college located within Torrance, California. In August 2006, the District entered into a partnership agreement with Compton Community College District creating the El Camino College Compton Education Center (the “Center”) for the length of time necessary for the Center to regain full accreditation as a two-year public college. See “Compton CCD” herein. The Center offers a full range of credit and non-credit offerings, as well as financial aid and related student support services.

Organization

The District is governed by a five-member Board of Trustees, whose members are elected to staggered four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General Obligation Bonds 2003 General Obligation Bonds, Series A $ 5,120,000 Unamortized premium 821,388 2005 General Obligation Refunding Bonds 31,930,780 Unamortized premium 4,852,206 2006 General Obligation Bonds, Series B 137,350,000 Unamortized premium 4,557,322 Total General Obligation Bonds 184,631,696 Other Liabilities Compensated absences, net 3,247,661 Net OPEB obligation 5,101,151 Total Other Liabilities 8,348,812

TOTAL LONG-TERM OBLIGATIONS $192,980,508

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $17,000,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on June 29, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-1 Notes prior to the date hereof.

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Collective Bargaining Agreements

Certificated employees have a contract effective July 1, 2011 through June 30, 2014. Classified employees have a contract effective January 1, 2012 through June 30, 2014. The District’s Police Officers Association (“POA”) contract expired December 31, 2008 but these employees will continue to work under the terms of the expired contract until a new one is completed. The District is currently in negotiations with the POA.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 In 2012-13 Local Revenue will increase by $2 million due to a $10 (27.78%) increase in enrollment fee. A $2 million decrease in the 2012-13 General Apportionment has been projected due to a possible decrease in funded FTES.

 Deferred State Apportionments:

o A deferral of $19.4 million of fiscal year 2011-12 revenues has been assumed based on information from the State Chancellor’s office provided on January 24, 2012.

o Early spring (February through April) cash apportionment payments are being dramatically reduced from prior years’ receipts, which is leading to a higher apportionment deferral at the end of fiscal year 2011-12. This cash was deferred to July 2012 based on prior year’s State payment experience.

 Reduction of $8.75 million in possible reduced apportionment funding and anticipated trigger cuts have been assumed.

 FTES goal of 18,187 which includes 1,220 FTES from Summer 2011 and 0 FTES from Summer 2012.

 State funding cap of 18,200 FTES.

 No anticipated changes to employee benefits from fiscal year 2011-12 to fiscal year 2012-13. Contract negotiations in fiscal year 2011-12 resulted in employees paying an increased percentage of their health benefit premiums. Step and column increases have been included.

 In fiscal year 2011-12, offering 4,244 sections, an intentional reduction of 331 sections relative to fiscal year 2010-11 in response to State reduction in funding.

 Fiscal year 2012-13 offerings will depend on State funding level. The District hopes to maintain the same number of sections as in fiscal year 2011-12.

 If the State budget worsens, the District will consider a further reduction of class section offerings, reduction in usage of student and hourly employees and further reductions in part- time faculty.

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Enrollment History and Projection

Fiscal Year FTES

2007-08 19,313 2008-09 20,472 2009-10 20,532 2010-11 19,400 2011-12(1) 18,187 ______(1) Projected.

Assessed Value

EL CAMINO COMMUNITY COLLEGE DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Local Total Before Fiscal Year Secured Utility Unsecured Rdv. Increment

2007-08 $70,760,768,816 $275,985,570 $3,471,662,623 $74,508,417,009 2008-09 75,338,601,314 236,380,903 3,672,545,017 79,247,527,234 2009-10 76,439,815,974 226,631,928 3,748,458,666 80,414,906,568 2010-11 75,208,849,701 203,878,497 3,762,785,708 79,175,513,906 2011-12 76,417,607,355 202,561,629 3,468,931,302 80,089,100,286 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $3,289,683 2009-10 3,409,843 2008-09 3,585,902

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The District also participates in CalPERS for all full-time and some part-time classified employees. Active plan members are required to contribute 7.0 percent of their salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalPERS Board of Administration. The required employer contribution rate for Fiscal Year 2009-10 was 10.707 percent of covered payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalPERS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $3,329,189 2009-10 2,940,680 2008-09 2,896,440

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. The District was required to comply with GASB 45 beginning with the Fiscal Year ending June 30, 2009. As of the actuarial valuation dated as of March 1, 2009, membership consisted of 39 retirees and beneficiaries currently receiving benefits and 813 active members. According to this valuation, the Annual Required Contribution was $1,935,502 and the District’s UAAL was $18,814,878. The contribution requirements of plan members and the District are established and may be amended by the District and the District’s bargaining units. The required contribution is based on a projected pay-as-you-go financing requirement with an additional amount to prefund benefits as determined annually through agreements between the District and the bargaining units. For fiscal year 2010-11, the District contributed $302,560 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation was $5,101,151 as of June 30, 2011. The District has set aside funds in a special reserve for its OPEBs. The current balance of this fund is $14,857,672.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013

Workers Compensation Fund $ 269,321 $ 180,445 $ 84,809 Capital Outlay Fund 3,174,721 1,714,349 1,251,475 Property and Liability Fund 84,812 55,128 35,833 Dental Insurance Fund 217,111 215,685 210,342 Compton Center Related Fund 222,517 205,987 195,654

Total $3,968,482 $2,371,594 $1,778,113

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Financial Reports

Following is information taken from the District’s audited financial reports for the last three fiscal years:

EL CAMINO COMMUNITY COLLEGE DISTRICT SUMMARY OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS – PRIMARY GOVERNMENT FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Net Assets, Beginning of Year $ 97,901,059 $105,697,079 $110,039,241 Operating Revenues 22,513,766 22,670,664 20,049,147 Operating Expenses 164,626,955 164,425,205 175,103,909 Nonoperating Revenues (Expenses) 146,061,219 144,725,028 156,057,844 Other Revenues 3,847,990 1,371,675 2,290,516 Net Assets, End of Year $105,697,079 $110,039,241 $113,332,839

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

EL CAMINO COMMUNITY COLLEGE DISTRICT SUMMARY OF 2010-11 ADOPTED BUDGET AND 2011-12 ADOPTED BUDGET FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 25,095,067 $ 24,914,127 Total Revenues 123,962,973 117,632,767 Total Beginning Fund Balance and Revenues 149,058,040 142,546,894 Total Expenditures 123,989,060 119,361,416 Other Financing Sources (Uses) (6,225,000) (4,920,000) ENDING FUND BALANCE $ 18,843,980 $ 18,265,478

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Comparison of District Statements of Net Assets

A comparison of the District’s Statements of Net Assets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

EL CAMINO COMMUNITY COLLEGE DISTRICT STATEMENT OF NET ASSETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $331,023,248 $328,482,334 $332,304,715 Total Liabilities 225,326,169 218,443,093 218,971,876 Total Net Assets $105,697,079 $110,039,241 $113,332,839

Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

EL CAMINO COMMUNITY COLLEGE DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $20,272,882.29 $ 761,442.08 3.76% 2007-08 22,305,000.20 1,110,082.24 4.98 2008-09 23,657,939.29 1,103,603.21 4.66 2009-10 23,946,597.78 818,571.11 3.42 2010-11 23,670,127.84 565,851.31 2.39

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $11,051,735.86 $276,234.21 2.50% 2007-08 11,595,646.09 384,540.09 3.32 2008-09 12,816,300.06 427,293.90 3.33 2009-10 11,309,996.45 265,391.94 2.35 2010-11 12,104,309.76 194,755.02 1.61 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

EL CAMINO COMMUNITY COLLEGE DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. Chevron USA Inc. Industrial/Petroleum $2,008,095,664 2.63% 2. Exxon Mobil Oil Corporation Corp. Industrial/Petroleum 1,243,526,588 1.63 3. Continental Development Corp. Office Building 519,490,119 0.68 4. Del Amo Fashion Center Operating Co. LLC Shopping Center 516,280,755 0.68 5. Toyota Motor Sales USA Inc. Office Building 434,263,798 0.57 $4,721,656,924 6.18% ______(1) 2011-12 Local Secured Assessed Valuation: $76,417,607,355. Source: California Municipal Statistics, Inc.

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EL CAMINO COMMUNITY COLLEGE DISTRICT CASH FLOWS

A-83A-74 El Camino Community College District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $15,577,509 $38,603,254 $41,503,062 $41,429,656 $42,837,080 $39,167,586 $43,148,009 $28,627,045 $14,759,926 $15,963,022 $14,744,424 $12,936,806 $15,577,509 BEGINNING CASH EXCLUDING TRAN $15,577,509 $21,603,254 $24,503,062 $24,429,656 $25,837,080 $22,167,586 $26,148,009 $20,127,045 $14,759,926 $5,963,022 $4,744,424 $2,936,806 $15,577,509 RECEIPTS Revenue Limit Property Taxes 820,857 1,009,493 489,152 9,066,494 2,339,431 1,022,189 68,465 6,806,799 1,985,623 71,556 23,680,058 Principal Apportionment 1,314,872 5,225,738 7,800,948 10,408,388 5,861,829 3,256,569 2,133,272 810,051 765,295 1,553,776 4,214,903 1,120,111 19,437,957 63,903,709 2010-11 Deferrals 16,388,118 16,388,118 Other 0 Federal Revenue 79,763 707,928 161,911 108,447 223,136 103,193 248,980 83,599 93,458 215,110 175,083 287,425 12,769 2,500,803 Other State Revenue 407,283 733,110 699,940 694,255 2,534,587 Other Local Revenue 145,120 2,703,872 989,659 646,978 192,255 2,531,187 1,496,775 1,896,775 1,596,775 1,228,358 2,405,856 1,177,067 829,626 17,840,303 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 19,156,012 9,647,032 8,952,518 11,896,922 6,766,371 14,957,443 6,918,397 3,812,614 2,523,993 9,804,044 8,781,465 3,350,415 20,280,352 126,847,579 DISBURSEMENTS Certificated Salaries 884,045 867,752 2,747,260 3,916,179 3,963,261 5,462,387 4,998,633 3,792,470 4,512,965 4,618,746 3,932,451 3,944,130 43,640,279 Classified Salaries 3,029,659 3,127,992 3,284,805 3,475,856 3,528,409 2,153,063 3,816,751 2,620,139 2,841,163 3,171,960 3,407,694 3,525,075 37,982,565 Employee Benefits 673,595 560,795 623,655 889,225 849,691 1,235,757 1,001,923 1,001,923 1,089,674 1,076,512 1,090,223 1,075,002 11,167,975 Books, Supplies and Services 428,451 2,190,684 2,370,203 2,208,239 2,094,504 2,125,813 2,887,054 1,765,201 2,877,095 2,155,424 2,158,715 2,155,321 1,141,520 26,558,225 Capital Outlay 0 Other Outgo 0 Interfund Transfers Out 5,125,000 235,000 630,000 5,990,000 TOTAL DISBURSEMENTS 10,140,750 6,747,223 9,025,924 10,489,499 10,435,865 10,977,020 12,939,361 9,179,733 11,320,897 11,022,642 10,589,083 11,329,527 1,141,520 125,339,044 PRIOR YEAR TRANSACTIONS Accounts Receivable 534,000 534,000 Accounts Payable 3,523,518 3,523,518 TOTAL PY TRANSACTIONS (2,989,518) 000000 0 00000(2,989,518) NET INCREASE/DECREASE 6,025,745 2,899,809 (73,406) 1,407,423 (3,669,494) 3,980,423 (6,020,964) (5,367,119) (8,796,904) (1,218,598) (1,807,618) (7,979,113) 19,138,832 1,508,534 TRAN FY TRAN Receipts 17,000,000 17,000,000 FY TRAN Disbursements 8,500,000 8,500,000 17,000,000 Cross FY TRAN Receipts 10,000,000 10,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $21,603,254 $24,503,062 $24,429,656 $25,837,080 $22,167,586 $26,148,009 $20,127,045 $14,759,926 $5,963,022 $4,744,424 $2,936,806 ($5,042,306) ($5,042,306) TRAN BALANCE AVAILABLE 17,000,000 17,000,000 17,000,000 17,000,000 17,000,000 17,000,000 8,500,000 0 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 ENDING CASH INCLUDING TRAN 38,603,254 41,503,062 41,429,656 42,837,080 39,167,586 43,148,009 28,627,045 14,759,926 15,963,022 14,744,424 12,936,806 4,957,694 4,957,694

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $4,957,694 $16,596,028 $19,053,639 $18,226,938 $18,486,124 $9,100,699 $8,063,699 $2,828,305 $19,332,510 $10,689,221 $10,108,672 $8,507,699 $4,957,694 BEGINNING CASH EXCLUDING TRAN ($5,042,306) $6,596,028 $9,053,639 $8,226,938 $8,486,124 $4,100,699 $8,063,699 $2,828,305 ($2,667,490) ($11,310,779) ($11,891,328) ($13,492,301) $4,957,694 RECEIPTS Revenue Limit Property Taxes 811,827 998,388 483,771 8,967,897 2,313,697 1,010,945 67,712 6,731,925 1,963,781 70,769 23,420,712 Principal Apportionment 1,127,003 4,479,084 6,864,835 8,921,237 5,024,290 2,791,270 1,828,859 810,051 765,295 1,553,776 4,214,903 1,120,111 22,634,148 62,134,862 2011-12 Deferrals 19,437,957 19,437,957 Other 0 Federal Revenue 80,763 707,928 161,911 178,447 223,929 105,193 248,933 83,433 93,545 156,110 174,183 286,325 2,500,700 Other State Revenue 406,468 733,925 699,125 693,440 2,532,959 Other Local Revenue 158,181 2,947,220 1,078,728 705,206 209,558 2,858,994 1,631,463 1,631,485 1,631,463 1,883,910 2,522,383 1,283,003 1,118,708 19,660,302 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 22,022,199 9,132,621 8,105,474 10,538,814 5,941,548 14,723,354 6,722,077 3,535,914 2,558,015 10,325,721 8,875,250 3,453,648 23,752,856 129,687,492 DISBURSEMENTS Certificated Salaries 876,089 859,942 2,722,535 3,880,934 3,927,591 5,413,226 4,753,846 3,758,338 4,472,348 4,577,177 3,897,059 3,908,633 43,047,717 Classified Salaries 2,999,362 3,096,712 3,251,957 3,441,097 3,493,125 2,131,532 3,778,583 2,593,938 2,812,751 3,140,240 3,373,617 3,489,824 37,602,740 Employee Benefits 660,123 549,579 611,182 871,440 832,697 1,211,042 931,885 931,885 1,067,881 1,054,982 1,068,419 1,053,502 10,844,617 Books, Supplies and Services 424,166 2,168,777 2,346,501 2,086,157 2,073,559 2,004,555 2,258,156 1,747,549 2,848,324 2,133,870 2,137,128 1,925,685 1,338,188 25,492,616 Capital Outlay 0 Other Outgo 0 Interfund Transfers Out 5,125,000 235,000 630,000 5,990,000 TOTAL DISBURSEMENTS 10,084,740 6,675,010 8,932,176 10,279,628 10,326,973 10,760,355 11,957,470 9,031,709 11,201,304 10,906,270 10,476,223 11,007,644 1,338,188 122,977,689 PRIOR YEAR TRANSACTIONS Accounts Receivable 842,396 842,396 Accounts Payable 1,141,520 1,141,520 TOTAL PY TRANSACTIONS (299,124) 000000 0 0000 (299,124) NET INCREASE/DECREASE 11,638,335 2,457,611 (826,701) 259,187 (4,385,425) 3,962,999 (5,235,393) (5,495,795) (8,643,289) (580,549) (1,600,973) (7,553,995) 22,414,668 6,709,803 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 22,000,000 22,000,000 Cross FY TRAN Disbursements 5,000,000 5,000,000 10,000,000 ENDING CASH EXCLUDING TRAN $6,596,028 $9,053,639 $8,226,938 $8,486,124 $4,100,699 $8,063,699 $2,828,305 ($2,667,490) ($11,310,779) ($11,891,328) ($13,492,301) ($21,046,296) ($21,046,296) TRAN BALANCE AVAILABLE 10,000,000 10,000,000 10,000,000 10,000,000 5,000,000 0 0 22,000,000 22,000,000 22,000,000 22,000,000 22,000,000 22,000,000 ENDING CASH INCLUDING TRAN 16,596,028 19,053,639 18,226,938 18,486,124 9,100,699 8,063,699 2,828,305 19,332,510 10,689,221 10,108,672 8,507,699 953,704 953,704 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-84 A-84

EL MONTE CITY SCHOOL DISTRICT

El Monte City School District 3540 North Lexington Avenue El Monte, CA 91731 Attn: Director of Fiscal Services

General

The District was established in 1851 and, as of June 30, 2011, operated fourteen elementary schools, one special education facility, one childcare center and one community education center. Encompassing approximately 11 square miles, the District is located in the eastern portion of Los Angeles County. The District serves the communities of El Monte, South El Monte, Temple City, Arcadia, San Gabriel, and Rosemead.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General Obligation Bonds Principal payments $ 91,278,058 Accreted interest 4,198,370 Unamortized Premium 4,304,244 Sub-total bonds 99,780,672 Bond Anticipation Notes Principal payments 11,801,484 Accreted interest 171,948 Unamortized Premium 200,486 Sub-total bond anticipation notes 12,173,918 Certificates of participation 2,825,000 Energy loan 1,154,340 Capital leases 1,009,590 Early retirement incentive 2,860,046 Compensated absences 507,351 Other postemployment benefits 2,459,151 TOTAL LONG-TERM OBLIGATIONS $122,770,068

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District’s contract with El Monte Elementary Teachers Association expired June 30, 2011. The CSEA Chapter 10 bargaining unit’s agreement will expire on June 30, 2012 and the CSEA Chapter 857 bargaining unit expired on June 30, 2010. Negotiations are currently in process with all three employee groups. The terms of the expired contracts will remain in effect until new agreements are reached for the affected bargaining units.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments follows Los Angeles County Office of Education’s principal apportionment schedule for deferrals:

2011-12 Principal Apportionment Deferral

Month Deferred From Amount Deferred Month Deferred To July 2011 $1,094,421 September 2011 July 2011 846,042 January 2012 August 2011 1,940,462 January 2012 October 2011 3,492,832 January 2012 February 2012 3,871,264 July 2012 (2012-13) March 2012 1,598,604 April 2012 April 2012 815,243 July 2012 (2012-13) April 2012 2,787,310 August 2012 (2012-13) May 2012 1,507,516 July 2012 (2012-13) May 2012 1,908,305 August 2012 (2012-13) June 2012 4,098,985 July 2012 (2012-13)

 $250 per ADA reduction due to State trigger cuts, which equates to $2,319,450 for fiscal year 2011-12;

 Cost of step and column is $531,112 in the Unrestricted General Fund;

 Reduction of 23 FTE certificated positions with a projected saving of $351,272 after step and column adjustment. Reduction in 4 FTE classified positions are included in the District’s fiscal year 2011-12 budget with a projected saving of $123,498;

 Current class sizes: o 27:1 for K-3; o 28:1 for 4-6; o 24:1 for 7-8;

 If the State Budget cuts deepen, furlough days and salary reductions will be considered. The District also expects to consider further reductions in staff, books, supplies, services and possible school closure.

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Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit 2007-08 10,111 $5,539.99 2008-09 9,930 5,395.72 2009-10 9,562 4,731.43 2010-11 9,276 4,995.40 2011-12(1) 9,152 4,996.42 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

EL MONTE CITY SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $5,098,031,083 $7,593,346 $283,298,381 $5,388,922,810 2008-09 5,418,730,155 7,190,804 294,406,154 5,720,327,113 2009-10 5,485,297,593 1,793,859 298,962,699 5,786,054,151 2010-11 5,435,592,692 1,916,121 256,676,442 5,694,185,255 2011-12 5,531,454,479 1,918,713 247,962,460 5,781,335,652 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $3,105,898 2009-10 3,405,246 2008-09 3,608,087

A-87A-77

Fiscal Year Contribution

2010-11 $1,383,459 2009-10 1,666,370 2008-09 1,629,989

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. As of the July 1, 2010 actuarial valuation, membership consisted of 480 retirees and beneficiaries and 1,040 active plan members. According to this valuation, the Annual Required Contribution was $2,565,458 and the District’s UAAL was $25,813,291. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the Board of Education. For fiscal year 2010-11, the District contributed $1,482,878 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation is $2,459,151.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Cafeteria Fund $ 457,887 $ 412,098 $ 370,888 Deferred Maintenance Fund 470,653 76,084 52,084 Retiree Benefits Fund 1,501,379 1,516,392 23,577 Capital Facilities Fund 68,730 93,356 106,473 Merge Risk Mgmt JPA Workers Comp 1,770,535 2,162,896 2,555,257 Merge Risk Mgmt JPA Prop/Liab Equity Fund 468,216 484,220 500,224

Total $4,737,400 $4,745,046 $3,608,503

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Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

EL MONTE CITY SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 11,362,050 $15,963,923 $13,786,361 Total Revenues 92,914,945 81,288,969 83,944,054 Total Beginning Fund Balance and Revenues 104,276,995 97,252,892 97,730,415 Total Expenditures 88,416,979 83,035,308 82,740,481 Other Financing Sources (Uses) 103,907 (431,223) (143,258) ENDING FUND BALANCE $15,963,923 $13,786,361 $14,846,676

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

EL MONTE CITY SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $14,326,361 $14,846,677 Total Revenues 83,947,941 77,631,194 Total Beginning Fund Balance and Revenues 98,274,302 92,477,871 Total Expenditures 84,028,030 83,538,685 Other Financing Sources (Uses) (143,217) (379,000) ENDING FUND BALANCE $14,103,055 $ 8,560,186 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

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Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

EL MONTE CITY SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $26,466,154 $22,884,524 $28,948,958

Liabilities $10,502,231 $ 9,098,163 $12,124,687 Fund Balance 15,963,923 13,786,361 16,824,271 Total Liabilities and Fund Balance $26,466,154 $22,884,524 $28,948,958

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

EL MONTE CITY SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $3,474,796.22 $130,764.09 3.76% 2007-08 3,804,950.16 189,661.38 4.98 2008-09 4,023,094.46 187,990.39 4.67 2009-10 4,055,743.05 138,866.03 3.42 2010-11 4,009,043.40 95,996.14 2.39

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,940,736.84 $101,658.80 3.46% 2007-08 4,061,025.98 182,592.60 4.50 2008-09 4,829,540.71 211,152.45 4.37 2009-10 6,415,341.22 267,163.00 4.16 2010-11 6,650,394.83 219,575.06 3.30 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

EL MONTE CITY SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Von’s Companies Inc. Industrial $ 41,418,190 0.75% 2. Penske Realty Inc. Commercial 35,612,787 0.64 3. KM El Monte Investors LLC Shopping Center 34,945,474 0.63 4. Safeway Inc. Industrial 29,680,166 0.54 5. Arden XC LP Industrial 26,270,000 0.47 $167,926,617 3.04 ______(1) 2011-12 Local Secured Assessed Valuation: $5,531,454,479. Source: California Municipal Statistics, Inc.

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EL MONTE CITY SCHOOL DISTRICT CASH FLOWS

A-92A-82 El Monte City School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $8,913,344 $4,427,449 $10,303,238 $18,407,228 $14,024,913 $8,494,770 $10,176,224 $16,273,778 $11,589,415 $19,977,379 $16,907,164 $11,440,428 $8,913,344 BEGINNING CASH EXCLUDING TRAN $5,508,344 $1,022,449 $6,898,238 $15,002,228 $10,619,913 $8,494,770 $10,176,224 $16,273,778 $11,589,415 $6,977,379 $3,907,164 ($1,559,572) $8,913,344 RECEIPTS Revenue Limit Property Taxes 139,978 217,622 164,208 1,799 240,763 1,398,543 1,270,865 229,384 (13,279) 815,584 635,000 28,642 119,164 5,248,272 Principal Apportionment 0 0 4,587,184 0 3,492,832 3,492,832 9,772,168 225,452 0 2,074,155 676,355 0 17,519,034 41,840,012 2010-11 Deferrals 3,013,632 4,931,554 2,861,925 10,807,111 Other 000000000000176,706 176,706 Federal Revenue 170,585 55,691 652,981 301,398 50,947 174,573 1,173,403 113,604 1,442,115 973,951 1,061,515 1,314,778 2,132,244 9,617,784 Other State Revenue 128,497 1,436,704 1,090,690 1,726,294 791,391 788,424 1,058,675 1,674,400 1,452,053 628,491 332,921 1,074,546 2,253,354 14,436,438 Other Local Revenue 13,880 19,364 154,105 636,718 530,541 1,166,666 1,098,367 62,533 134,029 38,068 1,026,418 743,842 687,449 6,311,981 Interfund Transfer In 000000000000900900 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 3,466,572 6,660,935 9,511,093 2,666,209 5,106,474 7,021,038 14,373,478 2,305,372 3,014,917 4,530,249 3,732,209 3,161,807 22,888,851 88,439,204 DISBURSEMENTS Certificated Salaries 0 568,242 293,877 3,715,617 3,773,098 3,758,450 3,742,271 3,792,396 3,781,679 3,772,334 3,733,541 3,736,955 3,899,391 38,567,851 Classified Salaries (2,938) 602,886 661,442 1,120,043 1,142,363 1,134,126 1,137,691 1,159,821 1,182,859 1,184,709 1,158,199 1,196,233 1,180,154 12,857,588 Employee Benefits 697,920 251,015 242,929 1,441,899 1,441,759 1,414,789 1,412,818 1,394,134 1,393,509 1,393,474 1,383,576 1,867,094 1,229,275 15,564,191 Books, Supplies and Services 195,427 687,627 1,220,501 1,428,432 988,317 725,608 1,328,515 981,068 1,484,973 1,385,453 1,996,904 955,987 2,317,046 15,695,857 Capital Outlay 0 0 32,900 1,600 23,151 57,357 28,283 20,528 1,058 19,201 17,556 9,348 0 210,980 Other Outgo 0 0 5,523 0 (50,785) 263,764 20,905 175,233 0 0 178,727 537,748 (488,897) 642,218 Interfund Transfers Out 00000000000379,900 0 379,900 TOTAL DISBURSEMENTS 890,409 2,109,770 2,457,171 7,707,591 7,317,903 7,354,094 7,670,483 7,523,180 7,844,078 7,755,170 8,468,502 8,683,264 8,136,969 83,918,585 PRIOR YEAR TRANSACTIONS Accounts Receivable 960,009 1,682,888 1,269,830 339,433 16,939 500,236 47,938 523,208 127,561 165,931 40,578 183,422 5,857,973 Accounts Payable 8,022,067 358,262 219,762 (319,634) (69,347) (1,514,274) 653,380 (10,237) (89,564) 11,225 771,021 761,086 8,793,748 TOTAL PY TRANSACTIONS (7,062,058) 1,324,625 1,050,068 659,067 86,286 2,014,510 (605,442) 533,445 217,125 154,706 (730,443) (577,664) 0 (2,935,775) NET INCREASE/DECREASE (4,485,895) 5,875,790 8,103,990 (4,382,315) (2,125,143) 1,681,454 6,097,553 (4,684,363) (4,612,036) (3,070,215) (5,466,736) (6,099,121) 14,751,882 4,520,619 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 13,000,000 13,000,000 Cross FY TRAN Disbursements 3,405,000 3,405,000 ENDING CASH EXCLUDING TRAN $1,022,449 $6,898,238 $15,002,228 $10,619,913 $8,494,770 $10,176,224 $16,273,778 $11,589,415 $6,977,379 $3,907,164 ($1,559,572) ($7,658,694) ($7,658,694) TRAN BALANCE AVAILABLE 3,405,000 3,405,000 3,405,000 3,405,000 0 0 0 0 13,000,000 13,000,000 13,000,000 13,000,000 13,000,000 ENDING CASH INCLUDING TRAN 4,427,449 10,303,238 18,407,228 14,024,913 8,494,770 10,176,224 16,273,778 11,589,415 19,977,379 16,907,164 11,440,428 5,341,306 5,341,306

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $5,341,306 $9,216,468 $18,138,831 $24,910,422 $19,881,872 $12,632,340 $6,744,503 $13,502,661 $8,458,096 $14,146,539 $11,140,134 $6,857,529 $5,341,306 BEGINNING CASH EXCLUDING TRAN ($7,658,694) ($3,783,532) $5,138,831 $11,910,422 $6,881,872 $6,132,340 $6,744,503 $13,502,661 $8,458,096 $4,146,539 $1,140,134 ($3,142,471) $5,341,306 RECEIPTS Revenue Limit Property Taxes 105,634 191,465 138,017 3,028 342,290 1,096,116 1,029,952 205,322 287,834 849,619 734,758 104,965 159,272 5,248,272 Principal Apportionment 0 0 5,137,069 0 3,911,474 3,911,474 10,943,435 217,304 0 1,999,198 651,912 0 16,688,958 43,460,824 2011-12 Deferrals 10,190,411 7,124,270 17,314,681 Other 000000000000(70,354) (70,354) Federal Revenue 35,048 55,195 643,423 300,454 50,537 1,659,943 322,598 113,524 1,421,035 962,227 1,046,051 1,297,620 1,450,836 9,358,491 Other State Revenue 158,225 1,486,192 1,113,979 1,784,283 738,377 1,124,107 1,599,038 1,707,770 1,500,270 642,786 342,461 1,111,082 1,551,049 14,859,620 Other Local Revenue 14,734 17,522 145,858 599,562 115,892 580,538 1,040,745 55,531 123,162 34,925 967,138 708,894 1,550,576 5,955,078 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 10,504,053 8,874,645 7,178,346 2,687,327 5,158,570 8,372,179 14,935,768 2,299,451 3,332,301 4,488,755 3,742,320 3,222,561 21,330,337 96,126,612 DISBURSEMENTS Certificated Salaries 0 568,983 285,417 3,608,833 3,665,416 3,672,869 3,630,087 3,682,012 3,672,467 3,662,016 3,622,899 3,637,594 3,774,271 37,482,864 Classified Salaries 0 493,773 538,270 974,180 993,842 1,020,337 1,001,288 1,011,091 1,031,198 1,031,047 1,008,838 1,039,677 963,374 11,106,914 Employee Benefits 635,583 237,829 227,772 1,344,522 1,343,572 1,296,151 1,286,912 1,295,263 1,295,111 1,294,501 1,285,544 1,781,297 1,184,999 14,509,056 Books, Supplies and Services 187,472 640,729 1,101,879 1,348,291 841,352 1,424,927 1,251,396 916,683 1,403,745 1,316,149 1,858,840 815,937 1,507,669 14,615,069 Capital Outlay 0 0 19,486 0 0 0 0 70,465 0000089,951 Other Outgo 0 0 4,758 0 0 17,930 4,180 269,088 0 0 269,088 354,071 (271,830) 647,284 Interfund Transfers Out 00000000000382,050 0 382,050 TOTAL DISBURSEMENTS 823,055 1,941,314 2,177,582 7,275,827 6,844,182 7,432,214 7,173,863 7,244,602 7,402,520 7,303,713 8,045,208 8,010,627 7,158,483 78,833,188 PRIOR YEAR TRANSACTIONS Accounts Receivable 938,343 2,288,338 1,939,365 1,325,902 768,997 (668,074) (410,438) (409,638) (332,530) 148,847 127,693 (713,251) 5,003,553 Accounts Payable 6,744,179 299,306 168,538 1,765,952 (167,083) (340,272) 593,309 (310,225) (91,191) 340,294 107,410 (33,269) 9,076,948 TOTAL PY TRANSACTIONS (5,805,836) 1,989,032 1,770,826 (440,050) 936,080 (327,802) (1,003,747) (99,414) (241,339) (191,447) 20,282 (679,982) (4,073,396) NET INCREASE/DECREASE 3,875,162 8,922,363 6,771,591 (5,028,550) (749,532) 612,163 6,758,158 (5,044,565) (4,311,558) (3,006,405) (4,282,605) (5,468,048) 14,171,854 17,293,424 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 10,000,000 10,000,000 Cross FY TRAN Disbursements 6,500,000 6,500,000 13,000,000 ENDING CASH EXCLUDING TRAN ($3,783,532) $5,138,831 $11,910,422 $6,881,872 $6,132,340 $6,744,503 $13,502,661 $8,458,096 $4,146,539 $1,140,134 ($3,142,471) ($8,610,519) ($8,610,519) TRAN BALANCE AVAILABLE 13,000,000 13,000,000 13,000,000 6,500,000 0 0 0 0 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 ENDING CASH INCLUDING TRAN 9,216,468 18,138,831 24,910,422 13,381,872 6,132,340 6,744,503 13,502,661 8,458,096 14,146,539 11,140,134 6,857,529 1,389,481 1,389,481 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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EL MONTE UNION HIGH SCHOOL DISTRICT

El Monte Union High School District 3537 Johnson Avenue El Monte, CA 91731-2684 Attn: Director of Fiscal Services

General

The District was established in 1901 and consists of an area comprising approximately 22.38 square miles and is located in the eastern portion of Los Angeles County, serving the communities of El Monte, South El Monte, and Rosemead. As of June 30, 2011, the District operated five four-year high schools, one continuation high school, an independent study program, a community day school and an adult education program.

Organization

The District is governed by a five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds $131,141,856 Premium on bonds 8,971,809 Deferred mount on refunding (1,401,523) Subtotal – GO bonds 138,712,142 General obligation bond anticipation notes 30,200,000 Premium on bond anticipation notes 1,940,562 Other postemployment benefits 2,301,531 PARS Supplemental Retirement Plan 5,819,919 Accumulated vacation – net 985,610 TOTAL LONG-TERM OBLIGATIONS $179,959,854

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District’s contract with its certificated staff expired on June 30, 2011. The District is currently in negotiations with its teachers but both sides will continue to operate under the terms and conditions of the expired contract. The District is in the second year of a three year contract with its classified staff. That contract is scheduled to expire on June 30, 2013.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 State Trigger reductions included in schedules;

 Deferred State Apportionments – State deferral schedule has been incorporated in the cash flows;

 Step and column increase are included;

 In order to be prepared for any further State Budget cuts, the District has established a Budget Advisory Committee. This committee will make recommendations to the Board of Education regarding recommended budget cuts. The Budget Advisory Committee is scheduled to present their proposal for fiscal year 2012-13 reductions in March 2012.

Enrollment and Revenue Limit History and Projection

Average daily attendance (second period) and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 9,730 $6,781.51 2008-09 9,803 6,594.60 2009-10 9,744 5,859.46 2010-11 9,676 6,156.24 2011-12(1) 9,737 6,139.15 ______(1) From the Projected Year Totals in the District’s 2011-12 First Interim Report.

Assessed Value

EL MONTE UNION HIGH SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $ 9,760,927,484 $8,863,591 $456,012,737 $10,225,803,812 2008-09 10,335,861,690 7,943,732 479,415,752 10,823,221,174 2009-10 10,442,024,995 2,478,287 489,443,057 10,933,946,339 2010-11 10,396,512,017 2,489,669 430,974,623 10,829,976,309 2011-12 10,608,373,926 2,492,261 417,909,106 11,028,775,293 ______Source: California Municipal Statistics, Inc.

A-95A-84

Retirement Systems

Fiscal Year Contribution

2010-11 $3,729,356 2009-10 3,784,160 2008-09 4,103,536

Fiscal Year Contribution

2010-11 $1,711,739 2009-10 1,590,471 2008-09 1,636,918

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. As of the July 1, 2010 actuarial valuation, membership consisted of 86 retirees and beneficiaries and 892 active plan members. According to this valuation, the Annual Required Contribution was $2,030,984 and the District’s UAAL was $16,803,652. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the Board of Trustees. For fiscal year 2010-11, the District contributed $847,238 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation is $2,301,531.

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Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult School Fund $ 4,796,259 $ 6,237,450 $ 6,237,450 Cafeteria Fund 2,255,352 525,636 525,636 Deferred Maint (Flex) Fund 2,786,538 2,786,859 2,786,859 Post Employment Benefits Fund 2,719,791 2,741,582 2,741,582 Capital Schools Facilities Fund 1,984,456 1,965,000 1,965,000 County Schools Facilities Fund 6,676,505 6,075,000 6,075,000 Special Reserve for Capital Outlay Fund 1,484,510 1,284,510 1,284,510

Total $22,703,411 $21,616,037 $21,616,037

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

EL MONTE UNION HIGH SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 16,638,328 $ 20,408,170 $ 28,140,692 Total Revenues 97,367,100 102,866,754 97,262,280 Total Beginning Fund Balance and Revenues 114,005,428 123,274,924 125,402,972 Total Expenditures 93,496,832 89,407,510 93,259,836 Other Financing Sources (Uses) (100,426) (8,419,256) (11,563,573) ENDING FUND BALANCE $ 20,408,170 $ 25,448,158 $ 20,579,563

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

EL MONTE UNION HIGH SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 28,140,692 $ 17,768,452 Total Revenues 102,689,020 97,495,075 Total Beginning Fund Balance and Revenues 130,829,712 115,263,527 Total Expenditures 98,690,064 93,690,229 Other Financing Sources (Uses) (14,484,011) (11,836,635) ENDING FUND BALANCE $ 17,655,637 $ 9,736,663 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

EL MONTE UNION HIGH SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 and 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $27,522,476 $36,533,966 $32,833,928

Liabilities $ 7,114,306 $11,085,808 $12,254,366 Fund Balance 20,408,170 25,448,158 20,579,563 Total Liabilities and Fund Balance $27,522,476 $36,533,966 $32,833,929

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

EL MONTE UNION HIGH SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $ 9,432,450.03 $355,438.13 3.77% 2007-08 10,337,264.40 515,977.04 4.99 2008-09 10,899,628.09 509,933.89 4.68 2009-10 10,973,138.26 376,129.15 3.43 2010-11 10,915,308.59 261,669.03 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $5,146,703.61 $165,178.63 3.21% 2007-08 2,714,888.24 115,539.05 4.26 2008-09 5,252,170.24 216,458.61 4.12 2009-10 9,906,643.64 361,584.04 3.65 2010-11 8,714,213.32 238,464.44 2.74 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

EL MONTE UNION HIGH SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Rosemead Place LLC Shopping Center $ 45,342,178 0.43% 2. Vons Companies Inc. Industrial 41,418,190 0.39 3. 600 Hobart LLC Industrial 39,574,456 0.37 4. Wells Fargo Bank Office building 38,124,537 0.36 5. Penske Realty Inc. Commercial 37,253,503 0.35 $201,712,864 1.90% ______(1) 2011-12 Local Secured Assessed Valuation: $10,608,373,926. Source: California Municipal Statistics, Inc.

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EL MONTE UNION HIGH SCHOOL DISTRICT CASH FLOWS

A-100A-89 El Monte Union High School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $4,573,093 $4,584,610 $9,274,342 $12,002,010 $7,551,659 $7,776,422 $11,412,510 $18,460,326 $10,651,387 $17,748,369 $14,739,787 $8,483,506 $4,573,093 BEGINNING CASH EXCLUDING TRAN $4,573,093 $4,584,610 $9,274,342 $12,002,010 $7,551,659 $7,776,422 $11,412,510 $18,460,326 $10,651,387 $2,748,369 ($260,213) ($6,516,494) $4,573,093 RECEIPTS Revenue Limit Property Taxes 348,805 460,921 - 3,280 344,247 3,872,003 933,691 497,590 0 2,551,091 800,102 45,235 - 9,856,965 Principal Apportionment 0 0 5,459,970 - 4,120,631 4,120,631 11,528,609 264,762 - 2,435,813 794,287 - 20,333,736 49,058,438 2010-11 Deferrals 3,866,164 5,815,305 3,551,939 13,233,408 Other 0 Federal Revenue 449,580 421,567 651,382 376,809 193,198 45,034 1,146,729 979,771 406,640 1,749,076 2,864,825 9,284,612 Other State Revenue 1,110,442 1,580,525 515,760 2,127,049 1,969,420 2,724,619 1,320,549 1,015,952 1,038,452 1,624,261 3,061,439 5,116,701 23,205,169 Other Local Revenue 14,671 32,653 72,664 272,992 230,218 745,074 902,830 3,286 23,992 234,635 1,306,324 907,101 1,254,599 6,001,039 Interfund Transfer In 1,071,448 0 1,071,448 Other Financing Sources 1,000,000 397 65,482 213,950 1,279,829 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 5,789,662 7,730,447 11,316,877 857,514 8,107,543 11,083,937 16,282,946 2,131,221 2,186,673 7,239,762 4,931,614 5,762,851 29,569,861 112,990,907 DISBURSEMENTS Certificated Salaries 379,973 725,478 3,675,371 3,809,242 3,872,546 4,186,087 3,962,782 3,845,782 3,812,540 3,804,785 3,925,825 4,734,693 0 40,735,104 Classified Salaries 27,116 954,947 921,523 1,248,119 1,289,474 1,290,065 1,325,700 1,308,985 1,341,493 1,327,855 1,426,899 2,315,785 0 14,777,960 Employee Benefits 1,617,909 310,410 1,180,617 1,680,898 1,685,225 1,685,452 1,675,000 1,677,852 1,652,582 1,670,525 1,618,522 2,360,333 0 18,815,324 Books, Supplies and Services 255,899 1,130,549 1,116,651 835,371 1,058,745 934,994 2,271,649 2,258,456 2,271,076 2,386,957 1,171,649 1,352,865 994,240 18,039,101 Capital Outlay - 1,000,000 ------62,000 - - - 1,062,000 Other Outgo - - 59,200 849,084 149,895 (797,440) 260,739 Interfund Transfers Out - - 1,071,448 112,788 950,000 1,058,222 3,045,000 2,000,000 6,599,177 14,836,635 TOTAL DISBURSEMENTS 2,280,896 4,121,384 7,965,609 7,686,417 7,905,990 8,155,798 9,235,131 9,940,159 10,089,691 10,248,344 11,187,895 12,913,571 6,795,977 108,526,863 PRIOR YEAR TRANSACTIONS Accounts Receivable 597,444 1,588,611 4,903,658 2,714,253 266,858 1,970,828 12,041,652 Accounts Payable 4,094,693 507,942 5,527,259 335,700 243,648 1,262,878 11,972,119 TOTAL PY TRANSACTIONS (3,497,249) 1,080,669 (623,601) 2,378,553 23,210 707,950 000000069,533 NET INCREASE/DECREASE 11,516 4,689,732 2,727,667 (4,450,351) 224,763 3,636,089 7,047,815 (7,808,938) (7,903,018) (3,008,582) (6,256,281) (7,150,720) 22,773,884 4,464,044 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 15,000,000 15,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $4,584,610 $9,274,342 $12,002,010 $7,551,659 $7,776,422 $11,412,510 $18,460,326 $10,651,387 $2,748,369 ($260,213) ($6,516,494) ($13,667,214) ($13,667,214) TRAN BALANCE AVAILABLE 000000 015,000,000 15,000,000 15,000,000 15,000,000 15,000,000 ENDING CASH INCLUDING TRAN 4,584,610 9,274,342 12,002,010 7,551,659 7,776,422 11,412,510 18,460,326 10,651,387 17,748,369 14,739,787 8,483,506 1,332,786 1,332,786

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,332,786 $6,017,120 $9,538,265 $20,091,928 $15,512,623 $7,699,418 $4,053,348 $7,941,314 $2,411,756 $12,907,229 $12,263,223 $9,026,338 $1,332,786 BEGINNING CASH EXCLUDING TRAN ($13,667,214) ($8,982,880) ($5,461,735) $5,091,928 $512,623 $199,418 $4,053,348 $7,941,314 $2,411,756 ($4,092,771) ($4,736,777) ($7,973,662) $1,332,786 RECEIPTS Revenue Limit Property Taxes 348,805 460,921 0 3,280 344,247 3,872,003 887,830 577,574 0 2,505,684 809,177 45,748 0 9,855,269 Principal Apportionment 0 0 5,962,546 - 4,540,077 4,540,077 12,702,215 252,227 - 2,320,484 756,680 - 20,198,520 51,272,826 2011-12 Deferrals 11,887,511 8,310,738 20,198,249 Other 0 Federal Revenue 449,580 421,567 651,382 376,809 193,198 45,034 146,179 979,771 985,052 1,152,698 0 5,401,271 Other State Revenue 1,110,442 1,580,525 515,760 2,127,049 1,969,420 2,724,619 1,320,549 1,965,952 2,096,674 1,624,261 1,507,512 4,827,972 23,370,735 Other Local Revenue 14,671 32,653 72,664 272,992 230,218 745,074 902,830 3,286 23,992 234,635 1,306,324 907,101 1,254,599 6,001,039 Interfund Transfer In 6,000,000 6,000,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 13,811,009 9,225,879 14,267,117 792,032 7,241,591 11,503,383 17,410,692 2,198,670 2,136,123 8,137,248 5,481,494 3,613,059 26,281,091 122,099,388 DISBURSEMENTS Certificated Salaries 725,478 3,675,371 3,609,785 3,675,896 3,641,785 3,621,580 3,602,859 3,665,857 3,641,025 3,621,589 3,656,877 4,023,231 0 41,161,333 Classified Salaries 954,947 921,523 1,048,525 1,089,527 1,290,065 1,298,000 1,205,852 1,332,552 1,337,258 1,332,668 1,315,335 1,729,352 0 14,855,604 Employee Benefits 310,410 1,380,000 1,669,879 1,685,785 1,687,952 1,658,224 1,655,258 1,658,257 1,625,442 1,685,789 1,675,204 3,045,258 0 19,737,458 Books, Supplies and Services 1,130,549 1,116,651 1,119,043 1,058,745 934,994 1,071,649 1,058,756 1,071,562 1,086,925 1,082,986 1,025,963 1,171,649 994,240 13,923,712 Capital Outlay ------0 Other Outgo - 1,347,756 1,347,756 Interfund Transfers Out 0 - 1,071,448 112,788 6,000,000 950,000 1,058,222 1,045,000 2,000,000 6,599,177 18,836,635 TOTAL DISBURSEMENTS 3,121,384 7,093,545 8,518,680 7,622,741 7,554,796 7,649,453 13,522,725 7,728,228 8,640,650 8,781,254 8,718,379 11,969,490 8,941,173 109,862,497 PRIOR YEAR TRANSACTIONS Accounts Receivable 593,885 1,585,611 4,805,225 2,251,404 9,236,125 Accounts Payable 6,599,177 196,800 6,795,977 TOTAL PY TRANSACTIONS (6,005,292) 1,388,811 4,805,225 2,251,404 0 0 000000 2,440,148 NET INCREASE/DECREASE 4,684,334 3,521,146 10,553,662 (4,579,305) (313,205) 3,853,930 3,887,967 (5,529,558) (6,504,527) (644,006) (3,236,885) (8,356,431) 17,339,918 12,236,891 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 17,000,000 17,000,000 Cross FY TRAN Disbursements 7,500,000 7,500,000 15,000,000 ENDING CASH EXCLUDING TRAN ($8,982,880) ($5,461,735) $5,091,928 $512,623 $199,418 $4,053,348 $7,941,314 $2,411,756 ($4,092,771) ($4,736,777) ($7,973,662) ($16,330,093) ($16,330,093) TRAN BALANCE AVAILABLE 15,000,000 15,000,000 15,000,000 15,000,000 7,500,000 0 0 0 17,000,000 17,000,000 17,000,000 17,000,000 17,000,000 ENDING CASH INCLUDING TRAN 6,017,120 9,538,265 20,091,928 15,512,623 7,699,418 4,053,348 7,941,314 2,411,756 12,907,229 12,263,223 9,026,338 669,907 669,907 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-101 A-101

EL RANCHO UNIFIED SCHOOL DISTRICT

El Rancho Unified School District 8910 E. Slauson Pico Rivera, CA 90660 Attn: Assistant Superintendent, Business Services

General

The El Rancho Unified School District was established in 1963 and occupies the City of Pico Rivera. As of June 30, 2011, the District operated eight elementary schools, three middle schools, one high school, one continuation school, one adult school, and one community day school.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General obligation bonds $66,421,091 Premium on issuance 2,271,911 Capital leases 115,555 Child care facilities revolving fund 317,394 CalSTRS Golden Handshake 350,245 Claims liability 414,963 Accumulated vacation – net 1,254,332 Other postemployment benefits 1,544,910 TOTAL LONG-TERM OBLIGATIONS $72,690,941

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District and both their certificated group, the El Rancho Federation of Teachers (“ERFT”), and their classified group, CSEA, are both settled through June 30, 2012. For ERFT, the agreement includes seven furlough days in both fiscal years 2010-11 and 2011-12 for a total projected compensation savings of $1.65 million per year or 3.25 percent. For CSEA, the agreement includes seven furlough days in fiscal years 2010-11 and 2011-12 for a total projected compensation savings of $595,000 per year or 2.68 percent. Finally, health and welfare benefits for part-time employees were reduced by 50 percent. The El Rancho Administrators collective bargaining unit agreed to eight furlough days in fiscal years 2010-11 and 2011-12, for a total savings of $138,440 per year.

A-102A-90

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 The 2012-13 cash flow is based on the assumption that the deferrals in fiscal year 2011-12 will continue in 2012-13, also assumes a reduction of expenditures of $8,800,000 in fiscal year 2012-13. Details of proposed $8.8 million reduction: o $1,669,896 - 8 Certificated furlough days; o $856,364 - 12 Classified furlough days; o $181,915 - 12 Management furlough days; o $510,000 - Reduction in Classified Staff; o $2,132,000 - Reduction in Certificated Staff by 26 FTE; o $2,406,000 - Increase Class Size 30:1; o $1,200,000 - Close Adult Education program;

 Deferred State Apportionments: o $1,215,188 One-time deferral of July 2011 to September 2011; o $937,489 One-time deferral of July to January 2012; o $2,150,206 One-time deferral of August 2011 to January 2012; o $3,870,371 Ongoing deferral of October 2011 to January 2012; o $4,188,383 Ongoing deferral of February 2012 to August 2012; o $1,509,444 One-time deferral of March 2012 to April 29, 2012; o $3,535,685 One-time deferral of March 2012 to August, 2012; o $3,897,660 Ongoing deferral of April 2011 to July and August 2012; o $3,695,632 Ongoing May 2012 to July and August 2012; o $4,434,756 Ongoing deferral of June 2012 to July 2012; o The District’s deferred amount for fiscal year 2011-12 that will be paid in fiscal year 2012-13 is $11,624,943 in July and $8,127,173 in August;

 Revenue Limit reduction per ADA is $13.07 which equals a revenue reduction of $129,984 for El Rancho USD and effective February 2012;

 Reduction in staff, furlough days, and increased class size: o 7 Furlough Days for Certificated and Classified Staff and 8 Furlough Days for Management Staff. Increase class size ratios in grades 1-3. Decrease in Health and Welfare benefits for employees who work fewer than 6 hours; o 2010 -11 School year class size ratio was 24:1. The current ratio is 27:1. Allowed flexibility. This was an agreement with ERFT, to offset proposed teacher layoffs;

 Should the State Budget cuts deepen, the District is considering eliminating some programs such as Adult Education and restructuring of Special Education, staff reductions and salary rollbacks or additional furlough days.

A-103A-91

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 10,716 $5,921.81 2008-09 10,555 5,750.16 2009-10 10,063 5,224.16 2010-11 9,910 5,352.00 2011-12(1) 9,921 5,313.19 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

EL RANCHO UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $3,388,331,199 $1,217,834 $168,051,187 $3,557,600,220 2008-09 3,577,803,768 1,217,834 179,524,718 3,758,546,320 2009-10 3,482,818,537 1,144,286 190,807,545 3,674,770,368 2010-11 3,447,651,454 1,237,826 186,416,063 3,635,305,343 2011-12 3,526,145,312 1,237,826 174,397,676 3,701,780,814 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $3,311,360 2009-10 3,465,466 2008-09 3,571,861

A-104A-92

Fiscal Year Contribution

2010-11 $1,428,658 2009-10 1,324,470 2008-09 1,317,878

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. An actuarial study, dated as of April 1, 2011, estimated the District’s UAAL to be $17,674,919. The Annual Required Contribution is $2,100,639. The District’s contribution is currently based on projected pay-as-you-go financing requirements. For fiscal year 2010-11, the District contributed $1,107,433, all of which was used for current premiums. The Net OPEB obligation as of June 30, 2011 was $1,544,910.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult Education Fund $ 972,729 $ 717,537 $ 717,537 Capital Facilities 38,206 38,206 38,206 Special Reserve Fund for Capital Outlay Projects Fund 384,803 384,803 384,803

Total $1,395,738 $1,140,546 $1,140,546

A-105A-93

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

EL RANCHO UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 10,699,048 $ 13,429,451 $ 12,518,407 Total Revenues 91,625,911 83,795,884 85,754,283 Total Beginning Fund Balance and Revenues 102,324,959 97,225,335 98,272,690 Total Expenditures 88,857,224 86,367,386 86,308,797 Other Financing Sources (Uses) (38,284) 1,396,371 550,000 ENDING FUND BALANCE $ 13,429,451 $ 12,254,320 $ 12,513,893

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2009-10 and 2010-11 fiscal years is set forth in the table below:

EL RANCHO UNIFIED SCHOOL DISTRICT SUMMARY OF 2009-10 BUDGET AND 2010-11 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 12,518,407 $ 11,766,541 Total Revenues 84,949,731 81,581,130 Total Beginning Fund Balance and Revenues 97,468,138 93,347,671 Total Expenditures 89,124,081 89,342,854 Other Financing Sources (Uses) 550,000 1,150,000 ENDING FUND BALANCE $ 8,894,057 $ 5,154,817 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

A-106A-94

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

EL RANCHO UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $22,288,228 $29,788,557 $29,859,140

Liabilities $ 8,858,777 $17,534,237 $17,345,247 Fund Balance 13,429,451 12,254,320 12,513,893 Total Liabilities and Fund Balance $22,288,228 $29,788,557 $29,859,140

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

EL RANCHO UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $ 6,347,011.77 $ 237,793.56 3.75% 2007-08 6,995,814.29 347,205.44 4.96 2008-09 7,361,548.47 342,588.08 4.65 2009-10 7,187,930.46 244,670.98 3.40 2010-11 7,143,498.62 170,069.15 2.38

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $ 2,410,094.54 $ 131,571.77 5.46% 2007-08 2,701,714.97 195,542.61 7.24 2008-09 2,880,201.71 167,401.49 5.81 2009-10 2,912,634.75 87,279.28 3.00 2010-11 3,122,510.55 63,317.66 2.03 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. (2) Bond debt service levy only. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

EL RANCHO UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Vestar California XXVI LLC Shopping Center $ 66,214,404 1.88% 2. Majestic AMB Pico Rivera Associates LLC Industrial 40,079,206 1.14 3. Princeton Medical Holdings Shopping Center 30,287,000 0.86 4. Wal-Mart Real Estate Business Trust Shopping Center 29,226,235 0.83 5. General American Life Insurance Company Industrial 26,589,793 0.75 $192,396,638 5.46% ______(1) 2011-12 Local Secured Assessed Valuation: $3,526,145,312. Source: California Municipal Statistics, Inc.

A-108A-96

EL RANCHO UNIFIED SCHOOL DISTRICT CASH FLOWS

A-109A-97 El Rancho Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $6,649,758 $5,814,763 $9,395,828 $17,032,763 $11,145,227 $1,931,267 $4,347,029 $10,583,265 $5,173,773 $15,138,934 $13,723,591 $8,681,663 $6,649,758 BEGINNING CASH EXCLUDING TRAN ($2,065,242) ($2,900,237) $680,828 $8,317,763 $2,430,227 $1,931,267 $4,347,029 $10,583,265 $5,173,773 $138,934 ($1,276,409) ($6,318,337) $6,649,758 RECEIPTS Revenue Limit Property Taxes 189,207 195,493 0 0 344,513 2,379,117 641,578 412,938 8,482 1,854,276 489,797 14,099 6,529,499 Principal Apportionment 0 0 5,083,011 0 3,870,371 3,870,371 10,828,512 246,375 0 2,266,654 739,125 0 18,921,635 45,826,054 2010-11 Deferrals 3,426,543 5,314,254 3,084,018 0 0 0 000000011,824,815 Other 000000000000156,208 156,208 Federal Revenue 206,821 0 551,932 93,443 3,171,960 1,098,065 998,065 819,000 825,250 825,000 532,122 246,495 1,818,118 11,186,271 Other State Revenue 1,508,683 529,945 847,594 614,673 702,955 2,333,021 581,732 564,798 794,916 1,046,412 234,645 329,471 2,140,862 12,229,707 Other Local Revenue 13,662 19,474 209,081 518,953 87,983 0 321,218 508,838 392,754 373,405 428,821 448,578 1,070,711 4,393,478 Interfund Transfer In 000000397,749 00001,650,000 0 2,047,749 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 5,344,916 6,059,166 9,775,636 1,227,069 8,177,782 9,680,574 13,768,854 2,551,949 2,021,402 6,365,747 2,424,510 2,688,643 24,107,534 94,193,781 DISBURSEMENTS Certificated Salaries 344,829 978,131 413,576 3,629,929 3,749,125 3,715,790 3,694,144 3,766,554 3,726,588 3,731,260 3,906,054 3,898,054 3,707,374 39,261,408 Classified Salaries 117,676 674,703 886,701 1,228,825 1,232,997 1,196,563 1,173,361 1,363,066 1,420,024 1,422,997 1,408,997 1,422,997 863,563 14,412,470 Employee Benefits 109,018 322,217 290,595 1,800,390 1,812,959 1,884,157 1,781,268 1,855,735 1,865,735 1,859,780 1,898,735 1,893,735 1,725,735 19,100,059 Books, Supplies and Services 34,215 580,706 1,507,714 896,059 637,782 680,228 1,247,074 1,402,738 1,648,239 1,668,891 1,696,244 2,252,097 1,850,074 16,102,061 Capital Outlay 0 0 9,179 0 0 0 00000009,179 Other Outgo 0 60,696 0 21,991 0 0 156,395 0 0 198,337 0 81,060 (67,295) 451,184 Interfund Transfers Out 000000100,000 100,000 115,346 100,000 0 0 0 415,346 TOTAL DISBURSEMENTS 605,738 2,616,453 3,107,765 7,577,194 7,432,863 7,476,738 8,152,242 8,488,093 8,775,932 8,981,265 8,910,030 9,547,943 8,079,451 89,751,707 PRIOR YEAR TRANSACTIONS Accounts Receivable 1,234,381 810,474 1,051,730 289,079 340,662 1,051,445 727,639 737,598 876,000 876,272 843,217 800,752 25,000 9,664,249 Accounts Payable 6,808,554 672,122 82,666 (173,510) 1,584,541 839,519 108,015 210,945 (843,691) (323,902) (600,376) 854,258 0 9,219,141 TOTAL PY TRANSACTIONS (5,574,173) 138,352 969,064 462,589 (1,243,879) 211,926 619,624 526,653 1,719,691 1,200,174 1,443,593 (53,506) 25,000 420,108 NET INCREASE/DECREASE (834,995) 3,581,065 7,636,935 (5,887,536) (498,960) 2,415,762 6,236,236 (5,409,491) (5,034,839) (1,415,344) (5,041,927) (6,912,806) 16,053,083 4,442,074 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 15,000,000 15,000,000 Cross FY TRAN Disbursements 8,715,000 8,715,000 ENDING CASH EXCLUDING TRAN ($2,900,237) $680,828 $8,317,763 $2,430,227 $1,931,267 $4,347,029 $10,583,265 $5,173,773 $138,934 ($1,276,409) ($6,318,337) ($13,231,143) ($13,231,143) TRAN BALANCE AVAILABLE 8,715,000 8,715,000 8,715,000 8,715,000 0 0 0 0 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 ENDING CASH INCLUDING TRAN 5,814,763 9,395,828 17,032,763 11,145,227 1,931,267 4,347,029 10,583,265 5,173,773 15,138,934 13,723,591 8,681,663 1,768,857 1,768,857

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,768,857 $11,908,903 $19,103,867 $21,697,020 $15,967,495 $7,947,558 $3,255,341 $8,347,449 $2,901,447 $10,449,810 $9,442,668 $5,137,416 $1,768,857 BEGINNING CASH EXCLUDING TRAN ($13,231,143) ($5,091,097) $2,103,867 $4,697,020 ($1,032,505) ($1,552,442) $1,255,341 $7,347,449 $2,901,447 ($1,550,190) ($2,557,332) ($6,862,584) $1,768,857 RECEIPTS Revenue Limit Property Taxes 192,501 258,071 0 0 268,211 2,570,056 641,578 412,938 8,482 1,854,276 489,797 14,099 6,710,008 Principal Apportionment 0 0 5,224,510 0 4,151,664 4,151,664 10,828,512 246,375 0 1,928,115 644,183 32,942 18,921,635 46,129,600 2011-12 Deferrals 11,624,943 8,127,173 0000000000019,752,116 Other 0 Federal Revenue 206,821 0 551,932 93,443 1,071,960 898,065 798,065 719,000 725,250 725,000 532,122 246,495 1,217,194 7,785,347 Other State Revenue 1,508,683 529,945 847,594 614,673 702,955 2,333,021 581,732 564,798 794,916 1,046,412 234,645 329,471 1,690,292 11,779,137 Other Local Revenue 13,662 19,474 209,081 518,953 87,983 0 321,218 508,838 392,754 373,405 428,821 448,578 1,965,567 5,288,334 Interfund Transfer In 000000000001,650,000 0 1,650,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 13,546,610 8,934,663 6,833,117 1,227,069 6,282,773 9,952,806 13,171,105 2,451,949 1,921,402 5,927,208 2,329,568 2,721,585 23,794,688 99,094,542 DISBURSEMENTS Certificated Salaries 280,829 413,576 3,020,457 3,029,929 3,109,125 3,100,790 3,054,144 3,116,554 3,106,588 3,111,260 3,066,054 3,098,054 3,097,442 34,604,802 Classified Salaries 116,774 608,830 800,828 1,142,952 1,147,124 1,130,691 1,107,488 1,133,073 1,130,031 1,129,354 1,119,004 976,444 563,563 12,106,156 Employee Benefits 99,400 214,243 290,595 1,682,642 1,690,211 1,636,409 1,693,520 1,622,239 1,663,735 1,657,780 1,696,735 1,691,735 1,623,735 17,262,979 Books, Supplies and Services 34,215 580,706 607,714 896,059 637,782 951,883 1,047,074 1,102,738 648,239 1,068,891 1,096,244 959,003 850,074 10,480,622 Capital Outlay 1,292 0000000000001,292 Other Outgo 0 60,696 0 21,991 0 0 156,395 0 0 138,337 0 28,415 0 405,834 Interfund Transfers Out 00000500,000 0000000500,000 TOTAL DISBURSEMENTS 532,510 1,878,051 4,719,594 6,773,573 6,584,242 7,319,773 7,058,621 6,974,604 6,548,593 7,105,622 6,978,037 6,753,651 6,134,814 75,361,685 PRIOR YEAR TRANSACTIONS Accounts Receivable 934,500 810,474 1,051,730 289,079 287,000 295,000 127,639 237,598 276,000 276,272 343,217 257,090 5,185,599 Accounts Payable 5,808,554 672,122 572,100 472,100 505,468 120,250 148,015 160,945 100,446 105,000 0 0 8,665,000 TOTAL PY TRANSACTIONS (4,874,054) 138,352 479,630 (183,021) (218,468) 174,750 (20,376) 76,653 175,554 171,272 343,217 257,090 (3,479,401) NET INCREASE/DECREASE 8,140,046 7,194,964 2,593,153 (5,729,525) (519,937) 2,807,783 6,092,108 (4,446,002) (4,451,637) (1,007,142) (4,305,252) (3,774,976) 17,659,874 23,732,857 TRAN FY TRAN Receipts 2,000,000 2,000,000 FY TRAN Disbursements 1,000,000 1,000,000 2,000,000 Cross FY TRAN Receipts 12,000,000 12,000,000 Cross FY TRAN Disbursements 7,500,000 7,500,000 15,000,000 ENDING CASH EXCLUDING TRAN ($5,091,097) $2,103,867 $4,697,020 ($1,032,505) ($1,552,442) $1,255,341 $7,347,449 $2,901,447 ($1,550,190) ($2,557,332) ($6,862,584) ($10,637,561) ($10,637,561) TRAN BALANCE AVAILABLE 17,000,000 17,000,000 17,000,000 17,000,000 9,500,000 2,000,000 1,000,000 0 12,000,000 12,000,000 12,000,000 12,000,000 12,000,000 ENDING CASH INCLUDING TRAN 11,908,903 19,103,867 21,697,020 15,967,495 7,947,558 3,255,341 8,347,449 2,901,447 10,449,810 9,442,668 5,137,416 1,362,439 1,362,439 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-110 A-110

GLENDALE COMMUNITY COLLEGE DISTRICT

Glendale Community College District 1500 N. Verdugo Road Glendale, CA 91208 Attn: Controller

General

The District was formed in 1983, by an act of law which required the college to separate from the Glendale Unified School District. The District boundaries include the city of Glendale and the unincorporated area of Los Angeles County known as La Crescenta. The District is made up of the Glendale main campus, as well as the Garfield Campus and the Professional Development Center.

Organization

The District is governed by a five-member Board of Trustees, whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

Bonds and Notes Payable General obligation bonds, 2002 Series A $ 1,500,000 General obligation bonds, 2003 Series B and C 16,099,335 General obligation refunding bonds, 2005 Series A 12,442,071 Unamortized premium 1,467,178 General obligation bonds, 2006 Series D 32,575,000 Unamortized premium 1,539,038 General obligation bonds, 2011 Series E 5,001,453 Unamortized premium 254,009 Certificates of participation – 1997 1,950,000 Certificates of participation – 2007 3,190,000 Total Bonds and Notes Payable $76,018,084

Other Liabilities Capital Leases $ 311,587 Compensated absences 3,609,121 Early retirement 3,767,887 Load Banking 1,767,945 Other postemployment benefits (OPEB) 3,487,734 Total Other Liabilities $12,944,274

TOTAL LONG-TERM OBLIGATIONS $88,962,358

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $5,000,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on June 29, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-1 Notes prior to the date hereof.

A-111A-98

Collective Bargaining Agreements

The District has completed salary negotiations for both faculty and classified unions for 2011-12 and has current agreements that will expire on June 30, 2012. The District and both unions are expected to commence negotiating salaries for Fiscal Year 2012-13.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 There is an additional State revenues deferral of 2011-12 funds. The estimate of this deferral of 2011-12 funds to 2012-13 is approximately $3.5 million more than the previous year.

 $16.89 million of 2011-12 funds deferred to July 2012.

 2011-12 trigger cuts included in projection. No cuts assumed in 2012-13.

 State funding cap equals $68.857 million.

 $750,000 increase for step and column and 10% increase in health and welfare costs.

 In 2011-12, Summer 2011 was reduced by approximately 60 classes and Winter 2012 was eliminated (200 classes). No additional reductions are currently planned for 2012-13.

 Significant budget adjustments for 2011-12: hiring freeze, retirement incentive, elimination of Winter intersession, reduction of Summer intersession and negotiated salary concession with employee groups.

 If the State budget worsens, the plan is to negotiate salary and benefit concessions with employee groups.

Enrollment History and Projection

Fiscal Year FTES

2007-08 16,569 2008-09 18,612 2009-10 19,261 2010-11 16,164 2011-12(1) 15,386 ______(1) Projected.

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Assessed Value

GLENDALE COMMUNITY COLLEGE DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $23,285,268,046 $0 $622,130,833 $23,907,398,879 2008-09 24,593,237,046 0 664,835,315 25,258,072,361 2009-10 24,536,551,743 0 717,158,709 25,253,710,452 2010-11 24,844,233,103 0 726,383,603 25,570,616,706 2011-12 25,296,457,210 0 728,780,539 26,025,237,749 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $2,530,465 2009-10 2,611,598 2008-09 2,571,772

Fiscal Year Contribution

2010-11 $2,272,308 2009-10 2,073,617 2008-09 2,020,606

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Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. As of the May 1, 2009 actuarial valuation, membership consisted of 80 retirees and beneficiaries and 595 active members. According to the 2009 valuation, the Annual Required Contribution was $1,744,133 and the District’s UAAL was $17,534,021. The contribution requirements of plan members and the District are established and may be amended by the District and the District’s bargaining units. The required contribution is based on a projected pay-as-you-go financing requirement with an additional amount to prefund benefits as determined annually through agreements between the District and the bargaining units. For fiscal year 2010-11, the District contributed $614,418 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation was $3,487,734 as of June 30, 2011. The District has set aside $395,397 in funds for its OPEB. However, these funds have not been deposited in an irrevocable trust but are on deposit with the Los Angeles County Treasurer.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013 Restricted General Fund $ 104,604 $1,500,000 $1,000,000 Capital Construction Fund 244,313 200,000 100,000 Self Insurance Fund 53,342 250,000 200,000 Professional Development Center Fund 672,818 1,000,000 750,000

Total $1,075,077 $2,950,000 $2,050,000

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Financial Reports

Following is information taken from the District’s audited financial reports for the last three fiscal years:

GLENDALE COMMUNITY COLLEGE DISTRICT SUMMARY OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS – PRIMARY GOVERNMENT FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Net Assets, Beginning of Year $ 75,282,355 $73,253,032 $73,007,839 Operating Revenues 16,027,161 15,279,219 14,459,276 Operating Expenses 130,753,931 131,630,919 137,201,741 Nonoperating Revenues (Expenses) 111,939,746 114,633,279 120,373,856 Other Revenues 757,701 1,473,228 301,674 Net Assets, End of Year $73,253,032 $73,007,839 $70,940,904

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

GLENDALE COMMUNITY COLLEGE DISTRICT SUMMARY OF 2010-11 ADOPTED BUDGET AND 2011-12 ADOPTED BUDGET FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $8,374,018 $7,744,353 Total Revenues 96,868,955 91,665,337 Total Beginning Fund Balance and Revenues 105,242,973 99,409,690 Total Expenditures 93,235,226 88,456,955 Other Financing Sources (Uses) (4,049,108) (4,027,449) ENDING FUND BALANCE $ 7,958,639 $ 6,925,286

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Comparison of District Statements of Net Assets

A comparison of the District’s Statements of Net Assets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

GLENDALE COMMUNITY COLLEGE DISTRICT STATEMENT OF NET ASSETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $175,428,681 $171,561,481 $171,607,549 Total Liabilities 102,175,649 98,553,642 100,666,645 Total Net Assets $ 73,253,032 $ 73,007,839 $ 70,940,904

Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

GLENDALE COMMUNITY COLLEGE DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $7,869,511.28 $298,380.71 3.79% 2007-08 8,577,128.56 430,648.44 5.02 2008-09 9,035,171.01 425,132.67 4.71 2009-10 9,008,096.78 310,440.39 3.45 2010-11 9,164,701.78 220,895.04 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $4,705,306.73 $134,968.76 2.87% 2007-08 5,522,299.08 227,127.27 4.11 2008-09 5,148,382.05 230,315.03 4.47 2009-10 5,794,998.29 162,517.74 2.80 2010-11 5,743,516.61 135,149.78 2.35 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

GLENDALE COMMUNITY COLLEGE DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. GGP Homart II Shopping Center $ 451,404,373 1.78% 2. Americana at Brand LLC Commercial 404,604,334 1.60 3. Walt Disney World Co. Movie Studio 308,161,831 1.22 4. Maguire Properties Office Building 220,723,260 0.87 5. PR Glendale Plaza Office CA LLC Office Building 174,600,000 0.69 $1,559,493,798 6.16% ______(1) 2011-12 Local Secured Assessed Valuation: $25,296,457,210. Source: California Municipal Statistics, Inc.

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GLENDALE COMMUNITY COLLEGE DISTRICT CASH FLOWS

A-118A-105 Glendale Community College District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $146,358 $13,776,938 $17,415,160 $20,376,395 $22,577,679 $21,799,568 $20,850,512 $16,721,155 $11,187,141 $14,588,223 $12,566,211 $10,873,715 $146,358 BEGINNING CASH EXCLUDING TRAN $146,358 $8,776,938 $12,415,160 $15,376,395 $17,577,679 $16,799,568 $15,850,512 $14,221,155 $11,187,141 $6,588,223 $4,566,211 $2,873,715 $146,358 RECEIPTS Revenue Limit Property Taxes 278,434 419,638 36,198 0 476,930 2,597,801 1,383,219 0 374,586 2,601,255 750,366 0 8,918,427 Principal Apportionment 883,341 4,398,444 6,597,666 9,013,158 4,948,250 2,749,028 1,621,512 2,059,001 1,290,065 1,615,348 3,901,986 1,482,992 16,890,071 57,450,862 2010-11 Deferrals 13,381,067 00000000000 13,381,067 Other 163,240 1,453,256 62,386 20,152 72,608 0 979,210 384,054 519,257 100,569 0 0 3,754,732 Federal Revenue 000000000000 0 Other State Revenue 754,944 43,027 62,134 444,509 48,405 48,405 48,405 576,506 48,405 48,405 48,405 302,452 2,474,002 Other Local Revenue 341,833 694,290 194,192 208,552 549 0 685,651 250,126 228,156 75,476 74,256 70,125 2,823,206 Interfund Transfer In 00000000000512,453 512,453 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 15,802,859 7,008,655 6,952,576 9,686,371 5,546,742 5,395,234 4,717,997 3,269,687 2,460,469 4,441,053 4,775,013 2,368,022 16,890,071 89,314,749 DISBURSEMENTS Certificated Salaries 3,337,475 817,327 502,580 3,184,702 3,057,756 3,080,569 2,895,235 2,894,256 3,021,256 3,042,568 3,050,129 3,055,136 31,938,989 Classified Salaries 1,558,415 1,401,924 1,387,953 1,504,954 1,451,809 1,450,206 1,435,126 1,426,584 1,427,257 1,426,542 1,429,565 1,432,158 17,332,493 Employee Benefits 1,606,990 527,247 986,979 1,463,653 1,314,726 1,384,256 1,525,125 1,510,569 1,526,985 1,522,156 1,526,596 1,501,236 16,396,518 Books, Supplies and Services 402,962 617,863 551,872 778,145 490,210 420,568 485,653 465,156 450,436 462,584 452,368 462,586 6,040,403 Capital Outlay 29,905 6,072 6,957 3,633 10,352 8,691 6,215 7,136 8,453 9,215 8,851 15,365 120,845 Other Outgo 000000000000 0 Interfund Transfers Out 0 0 555,000 550,000 0 0 0 0 625,000 0 0 2,005,000 3,735,000 TOTAL DISBURSEMENTS 6,935,747 3,370,433 3,991,341 7,485,087 6,324,853 6,344,290 6,347,354 6,303,701 7,059,387 6,463,065 6,467,509 8,471,481 0 75,564,248 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 236,532 236,532 TOTAL PY TRANSACTIONS (236,532) 000000000000(236,532) NET INCREASE/DECREASE 8,630,580 3,638,222 2,961,235 2,201,284 (778,111) (949,056) (1,629,357) (3,034,014) (4,598,918) (2,022,012) (1,692,496) (6,103,459) 16,890,071 13,750,501 TRAN FY TRAN Receipts 5,000,000 5,000,000 FY TRAN Disbursements 2,500,000 2,500,000 5,000,000 Cross FY TRAN Receipts 8,000,000 8,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $8,776,938 $12,415,160 $15,376,395 $17,577,679 $16,799,568 $15,850,512 $14,221,155 $11,187,141 $6,588,223 $4,566,211 $2,873,715 ($3,229,744) ($3,229,744) TRAN BALANCE AVAILABLE 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 2,500,000 0 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 ENDING CASH INCLUDING TRAN 13,776,938 17,415,160 20,376,395 22,577,679 21,799,568 20,850,512 16,721,155 11,187,141 14,588,223 12,566,211 10,873,715 4,770,256 4,770,256

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $4,770,256 $17,121,686 $21,013,360 $23,843,860 $25,827,716 $20,928,451 $15,925,630 $14,481,597 $11,450,726 $14,906,744 $12,878,430 $11,073,370 $4,770,256 BEGINNING CASH EXCLUDING TRAN ($3,229,744) $9,121,686 $13,013,360 $15,843,860 $17,827,716 $16,928,451 $15,925,630 $14,481,597 $11,450,726 $6,906,744 $4,878,430 $3,073,370 $4,770,256 RECEIPTS Revenue Limit Property Taxes 284,003 428,031 36,922 0 486,469 2,649,757 1,410,883 0 382,078 2,653,280 765,373 0 9,096,796 Principal Apportionment 865,674 4,310,475 6,465,713 8,832,895 4,849,285 2,694,047 1,589,082 2,017,821 1,264,264 1,583,041 3,823,946 1,453,332 17,734,575 57,484,150 2011-12 Deferrals 16,890,071 16,890,071 Other 200,785 1,787,505 76,735 24,787 89,308 0 1,204,428 472,386 638,686 123,700 0 0 4,618,320 Federal Revenue 0 Other State Revenue 754,944 43,027 62,134 444,509 48,405 48,405 48,405 576,506 48,405 48,405 48,405 302,452 2,474,002 Other Local Revenue 348,670 708,176 198,076 212,723 560 0 699,364 255,129 232,719 76,986 75,741 71,528 2,879,672 Interfund Transfer In 86,527 86,527 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 19,344,147 7,277,214 6,839,580 9,514,914 5,474,027 5,392,209 4,952,162 3,321,842 2,566,152 4,485,412 4,713,465 1,913,839 17,734,575 93,529,538 DISBURSEMENTS Certificated Salaries 3,370,850 825,500 507,606 3,216,549 3,088,334 3,111,375 2,924,187 2,923,199 3,051,469 3,072,994 3,080,630 3,085,687 32,258,380 Classified Salaries 1,573,999 1,415,943 1,401,833 1,520,004 1,466,327 1,464,708 1,449,477 1,440,850 1,441,530 1,440,807 1,443,861 1,446,480 17,505,819 Employee Benefits 1,623,060 532,519 996,849 1,478,290 1,327,873 1,398,099 1,540,376 1,525,675 1,542,255 1,537,378 1,541,862 1,516,248 16,560,484 Books, Supplies and Services 394,903 605,506 540,835 762,582 480,406 412,157 475,940 455,853 441,427 453,332 443,321 453,334 5,919,596 Capital Outlay 29,905 6,072 6,957 3,633 10,352 8,691 6,215 7,136 8,453 9,215 8,851 15,365 120,845 Other Outgo 0 Interfund Transfers Out 0 0 555,000 550,000 0 0 0 0 625,000 0 0 2,005,000 3,735,000 TOTAL DISBURSEMENTS 6,992,717 3,385,540 4,009,080 7,531,058 6,373,292 6,395,030 6,396,195 6,352,713 7,110,134 6,513,726 6,518,525 8,522,114 0 76,100,124 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 0 TOTAL PY TRANSACTIONS 000000000000 0 NET INCREASE/DECREASE 12,351,430 3,891,674 2,830,500 1,983,856 (899,265) (1,002,821) (1,444,033) (3,030,871) (4,543,982) (2,028,314) (1,805,060) (6,608,275) 0 (305,161) TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 8,000,000 8,000,000 Cross FY TRAN Disbursements 4,000,000 4,000,000 8,000,000 ENDING CASH EXCLUDING TRAN $9,121,686 $13,013,360 $15,843,860 $17,827,716 $16,928,451 $15,925,630 $14,481,597 $11,450,726 $6,906,744 $4,878,430 $3,073,370 ($3,534,905) ($3,534,905) TRAN BALANCE AVAILABLE 8,000,000 8,000,000 8,000,000 8,000,000 4,000,000 0 0 0 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 ENDING CASH INCLUDING TRAN 17,121,686 21,013,360 23,843,860 25,827,716 20,928,451 15,925,630 14,481,597 11,450,726 14,906,744 12,878,430 11,073,370 4,465,095 4,465,095 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-119 A-119

GLENDORA UNIFIED SCHOOL DISTRICT

Glendora Unified School District 500 N. Loraine Avenue Glendora, CA 91741-2964 Attn: Director of Fiscal Services

General

The District was established in 1961. The District boundaries encompass the City of Glendora, as well as small portions of the City of San Dimas and some unincorporated areas of Los Angeles County. As of June 30, 2011, the District operated one comprehensive high school, one continuation high school, two middle schools, and five elementary schools.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General Obligation Bonds Principal payments $ 56,018,808 Accreted interest 3,320,959 Unamortized Premium 2,639,828 Total bonds 61,979,595 Other postemployment benefits 1,266,758 Capital leases 758,259 Compensated absences 509,482 TOTAL LONG-TERM OBLIGATIONS $64,514,094

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The Glendora Teachers Association’s current contract expires on June 30, 2012. The Glendora Classified CSEA contract also expires on June 30, 2012. The District is currently in negotiations with both bargaining units for the 2012-13 fiscal year.

A-120A-106

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o The District assumed all State cash deferrals will be in effect for fiscal year 2011-12;

o For fiscal year 2012-13, the ongoing deferrals will be in effect and one-time fiscal year 2011-12 deferrals are not included in the fiscal year 2012-13 cash flow;

 The District has negotiated contingent language with bargaining units that calls for one per ADA furlough day for each incremental State cut of $189,000 below Base Revenue Limit of $5,206 up to a maximum number of seven furlough days. The State mid-year trigger cut is $109,721 which was much less than the District anticipated;

 The estimated step-and-column increases for fiscal year 2012-13 as compared to fiscal year 2011-12 are 1.30% for certificated employees and 1.20% for classified employees;

 For fiscal year 2012-13, the District assumed a 3.1% COLA;

 If the State cuts should deepen, the District expects to negotiate contingency language for deeper cuts in the future.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 7,368 $5,779.78 2008-09 7,110 5,629.61 2009-10 6,994 5,201.42 2010-11 7,053 5,205.89 2011-12(1) 7,228 5,219.20 ______(1) Projected in the District’s 2011-12 First Interim Report.

A-121A-107

Assessed Value

GLENDORA UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $3,805,086,054 $1,002 $74,338,435 $3,879,425,491 2008-09 4,005,212,424 1,002 76,950,325 4,082,163,751 2009-10 3,989,738,113 1,002 89,767,722 4,079,506,837 2010-11 3,994,212,423 1,002 70,464,227 4,064,677,652 2011-12 4,090,765,198 1,002 70,849,722 4,161,615,922 ______Source: California Municipal Statistics, Inc. for Fiscal Years 2005-06 through 2009-10; Los Angeles County for Fiscal Year 2010-11.

Retirement Systems

Fiscal Year Contribution

2010-11 $2,205,561 2009-10 2,218,744 2008-09 2,366,869

Fiscal Year Contribution

2010-11 $912,060 2009-10 836,989 2008-09 860,977

A-122A-108

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. As of the July 1, 2010 actuarial valuation date, there were 71 retirees and beneficiaries receiving benefits and 582 active plan members. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the Board of Education. An actuarial study dated July 1, 2010, estimated the District’s UAAL to be $5.5 million and the Annual Required Contribution to be $756,670. For fiscal year 2010-11, the District contributed $317,711 leaving a net OPEB obligation of $1,266,758.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult Education Fund $ 40,398 $ 249,015 $ 1,000 Cafeteria Special Revenue Fund 180,000 20,323 29,753 Deferred Maintenance Fund 258,081 282,274 0 Capital Facilities Fund 867,164 1,046,860 802,623 County School Facilities Fund 16,078 16,400 16,686 Tax Override Fund 278,989 288,065 288,462 Other Enterprise Fund 213,480 53,305 0 Foundation Fund 464,527 468,219 467,556 Total $2,318,717 $2,424,459 $1,606,081

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

GLENDORA UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE – revised $ 7,555,290 $ 7,206,288 $ 5,025,274 Total Revenues 53,962,148 48,222,497 52,621,525 Total Beginning Fund Balance and Revenues 61,517,438 55,428,785 57,646,799 Total Expenditures 54,576,235 50,403,511 53,057,722 Other Financing Sources (Uses) 265,085 0 769,722 ENDING FUND BALANCE $ 7,206,288 $ 5,025,274 $ 5,358,799

A-123A-109

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

GLENDORA UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 5,025,274 $ 5,358,799 Total Revenues 52,278,959 50,992,488 Total Beginning Fund Balance and Revenues 57,304,233 56,351,287 Total Expenditures 52,479,651 53,104,689 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 4,824,582 $ 3,246,598 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

GLENDORA UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $13,924,113 $15,940,387 $17,523,338

Liabilities $ 6,717,825 $10,915,113 $12,164,539 Fund Balance 7,206,288 5,025,274 5,358,799 Total Liabilities and Fund Balance $13,924,113 $15,940,387 $17,523,338

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

GLENDORA UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $6,266,729.28 $236,929.90 3.78% 2007-08 6,835,483.02 342,257.60 5.01 2008-09 7,166,727.47 336,301.34 4.69 2009-10 7,143,704.30 245,452.59 3.44 2010-11 7,149,688.61 171,805.75 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,397,748.92 $ 71,877.04 3.00% 2007-08 2,517,143.02 86,153.66 3.42 2008-09 2,642,663.63 106,271.49 4.02 2009-10 2,916,439.23 83,565.96 2.87 2010-11 3,058,940.88 56,786.66 1.86 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

GLENDORA UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Glendora Associates LLC Commercial $15,868,654 0.39% 2. California Relco Limited Commercial 12,650,471 0.31 3. Minfam LLC Apartments 12,041,583 0.29 4. Grand Glendora Services LLC Commercial 11,903,852 0.29 5. America’s Christian Credit Union Office Building 11,541,478 0.28 $64,006,038 1.56% ______(1) 2011-12 Local Secured Assessed Valuation: $4,090,765,198. Source: California Municipal Statistics, Inc.

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GLENDORA UNIFIED SCHOOL DISTRICT CASH FLOWS

A-126A-112 Glendora Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $5,914,483 $7,153,141 $10,166,782 $13,109,996 $9,121,493 $3,453,512 $3,143,746 $5,869,758 $1,709,262 $11,170,318 $9,935,767 $7,679,395 $5,914,483 BEGINNING CASH EXCLUDING TRAN $914,483 $2,153,141 $5,166,782 $8,109,996 $4,121,493 $3,453,512 $3,143,746 $5,869,758 $1,709,262 ($2,329,682) ($3,564,233) ($5,820,605) $5,914,483 RECEIPTS Revenue Limit Property Taxes 242,261 268,654 0 0 281,723 2,279,597 589,371 394,658 0 1,695,457 487,073 36,036 150,267 6,425,097 Principal Apportionment 1,202,007 0 2,047,231 0 2,474,076 2,474,076 6,921,914 179,777 0 1,653,946 539,330 0 13,806,902 31,299,259 2010-11 Deferrals 3,725,286 2,500,000 1,650,000 7,875,286 Other 0 Federal Revenue 1,593 1,252,823 36,546 848 73,424 273,393 12,519 8,654 408,523 575,689 531,505 12,703 376,737 3,564,957 Other State Revenue 370,513 216,710 507,738 0 582,658 21,533 7,340 113,534 156,107 46,000 548,088 140,936 3,804,812 6,515,969 Other Local Revenue 11,131 83,655 657,903 185,012 306,545 47,317 6,771 84,905 79,528 19,565 208,022 280,880 1,215,969 3,187,203 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 5,552,791 4,321,842 4,899,418 185,860 3,718,426 5,095,916 7,537,915 781,528 644,158 3,990,657 2,314,018 470,555 19,354,687 58,867,771 DISBURSEMENTS Certificated Salaries 0 308,080 183,028 2,667,680 2,674,105 2,874,359 2,744,650 2,745,812 2,773,602 2,766,521 2,748,859 2,839,336 3,065,884 28,391,916 Classified Salaries 303,845 453,582 570,205 664,296 686,543 858,106 722,672 789,092 560,832 797,681 539,631 667,305 0 7,613,790 Employee Benefits 65,504 134,297 227,030 797,970 731,938 853,038 813,574 827,235 755,410 827,287 755,822 837,028 820,562 8,446,695 Books, Supplies and Services 83,301 180,669 997,658 325,555 364,530 698,955 526,792 638,510 599,226 641,083 439,536 1,293,624 202,973 6,992,412 Capital Outlay 0000000000000 0 Other Outgo 0 10,690 0 13,694 8,333 49,447 50,181 6,999 43,900 130,023 116,542 77,464 752,603 1,259,876 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 452,650 1,087,318 1,977,921 4,469,195 4,465,449 5,333,905 4,857,869 5,007,648 4,732,970 5,162,595 4,600,390 5,714,757 4,842,022 52,704,689 PRIOR YEAR TRANSACTIONS Accounts Receivable 483,938 1,704,448 542,406 343,152 114,949 102,844 53,516 80,194 52,241 30,000 30,000 36,810 132,653 3,707,151 Accounts Payable 4,345,421 1,925,331 520,689 48,320 35,907 174,621 7,550 14,570 2,373 92,613 0 1,145 0 7,168,540 TOTAL PY TRANSACTIONS (3,861,483) (220,883) 21,717 294,832 79,042 (71,777) 45,966 65,624 49,868 (62,613) 30,000 35,665 132,653 (3,594,042) NET INCREASE/DECREASE 1,238,658 3,013,641 2,943,214 (3,988,503) (667,981) (309,766) 2,726,012 (4,160,496) (4,038,944) (1,234,551) (2,256,372) (5,208,537) 14,645,318 6,163,082 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 13,500,000 13,500,000 Cross FY TRAN Disbursements 5,000,000 5,000,000 ENDING CASH EXCLUDING TRAN $2,153,141 $5,166,782 $8,109,996 $4,121,493 $3,453,512 $3,143,746 $5,869,758 $1,709,262 ($2,329,682) ($3,564,233) ($5,820,605) ($11,029,142) ($11,029,142) TRAN BALANCE AVAILABLE 5,000,000 5,000,000 5,000,000 5,000,000 0 0 0 0 13,500,000 13,500,000 13,500,000 13,500,000 13,500,000 ENDING CASH INCLUDING TRAN 7,153,141 10,166,782 13,109,996 9,121,493 3,453,512 3,143,746 5,869,758 1,709,262 11,170,318 9,935,767 7,679,395 2,470,858 2,470,858

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,470,858 $10,742,113 $20,506,516 $20,409,703 $19,655,735 $12,339,289 $5,733,947 $4,413,825 $186,366 $10,675,343 $8,015,935 $5,530,088 $2,470,858 BEGINNING CASH EXCLUDING TRAN ($11,029,142) ($2,757,887) $7,006,516 $6,909,703 $6,155,735 $5,589,289 $5,733,947 $4,413,825 $186,366 ($2,824,657) ($5,484,065) ($7,969,912) $2,470,858 RECEIPTS Revenue Limit Property Taxes 251,486 278,884 0 0 292,451 2,366,403 611,814 409,686 0 1,760,020 505,621 37,408 155,989 6,669,762 Principal Apportionment 1,624,751 1,624,751 2,924,552 2,924,552 2,924,552 2,924,552 2,924,552 175,473 1,140,575 350,946 467,928 0 12,487,837 32,495,021 2011-12 Deferrals 8,277,009 5,680,159 13,957,168 Other 0 Federal Revenue 1,273 1,001,330 29,210 678 58,685 218,512 10,006 6,917 326,516 460,125 424,810 10,153 301,110 2,849,325 Other State Revenue 381,608 223,200 522,943 0 600,106 22,178 7,560 116,934 160,782 47,378 564,501 445,156 3,618,750 6,711,096 Other Local Revenue 10,908 81,982 644,745 249,912 300,414 46,370 6,636 103,207 102,938 19,174 253,862 629,262 674,050 3,123,460 Interfund Transfer In 128,635 128,635 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 10,547,035 8,890,306 4,250,085 3,175,142 4,176,208 5,578,015 3,560,568 812,217 1,730,811 2,637,643 2,216,722 1,121,979 17,237,736 65,934,467 DISBURSEMENTS Certificated Salaries 312,085 185,407 2,702,360 2,708,868 2,911,725 2,780,331 2,781,508 2,809,659 2,802,485 2,784,594 2,876,247 2,876,247 229,493 28,761,009 Classified Salaries 307,490 459,024 577,047 672,267 694,781 868,403 731,344 798,561 567,562 807,254 546,107 675,313 0 7,705,153 Employee Benefits 63,611 130,417 220,470 774,916 710,792 828,393 790,069 803,336 733,585 803,386 733,985 804,852 804,852 8,202,664 Books, Supplies and Services 83,041 180,107 994,555 323,362 363,397 696,782 525,154 636,525 597,363 639,090 438,169 1,038,358 353,525 6,869,428 Capital Outlay 000000010,000 0000010,000 Other Outgo 4,741 11,447 4,600 29,739 76,591 45,849 46,530 6,490 40,705 120,561 108,061 336,732 427,833 1,259,879 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 770,968 966,402 4,499,032 4,509,152 4,757,286 5,219,758 4,874,605 5,064,571 4,741,700 5,154,885 4,702,569 5,731,502 1,815,703 52,808,133 PRIOR YEAR TRANSACTIONS Accounts Receivable 2,356,634 2,121,014 211,154 717,580 119,752 4,452 5,504 47,261 3,508 0 0 10,660 5,597,519 Accounts Payable 3,861,446 280,515 59,020 137,538 105,120 218,051 11,589 22,366 3,642 142,166 0 1,757 4,843,210 TOTAL PY TRANSACTIONS (1,504,812) 1,840,499 152,134 580,042 14,632 (213,599) (6,085) 24,895 (134) (142,166) 0 8,903 754,309 NET INCREASE/DECREASE 8,271,255 9,764,403 (96,813) (753,968) (566,446) 144,658 (1,320,122) (4,227,459) (3,011,023) (2,659,408) (2,485,847) (4,600,620) 15,422,033 13,126,334 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 13,500,000 13,500,000 Cross FY TRAN Disbursements 6,750,000 6,750,000 13,500,000 ENDING CASH EXCLUDING TRAN ($2,757,887) $7,006,516 $6,909,703 $6,155,735 $5,589,289 $5,733,947 $4,413,825 $186,366 ($2,824,657) ($5,484,065) ($7,969,912) ($12,570,532) ($12,570,532) TRAN BALANCE AVAILABLE 13,500,000 13,500,000 13,500,000 6,750,000 0 0 0 0 13,500,000 13,500,000 13,500,000 13,500,000 13,500,000 ENDING CASH INCLUDING TRAN 10,742,113 20,506,516 20,409,703 12,905,735 5,589,289 5,733,947 4,413,825 186,366 10,675,343 8,015,935 5,530,088 929,468 929,468 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-127 A-127

HAWTHORNE SCHOOL DISTRICT

Hawthorne School District 14120 S. Hawthorne Blvd. Hawthorne, CA 90250 Attn: Director, Fiscal Services

General

The District was established in 1908 and, as of June 30, 2011, operated seven elementary schools, three middle schools and one charter high school. Encompassing approximately nine square miles in the southwestern region of the County of Los Angeles, the District serves major portions of the City of Hawthorne and neighboring unincorporated portions of the County of Los Angeles.

Organization

The District is governed by a five-member Board of Education, whose members are elected to four-year terms.

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds $53,979,060 Premium on Bond 1,874,685 Bond Anticipation Note 3,675,000 Certificates of Participation 11,587,669 Accumulated Vacation 224,627 Capital Leases 454,319 Supplement Employee Retirement Program 1,390,112 Net OPEB Obligation 2,605,208 TOTAL LONG-TERM OBLIGATIONS $75,790,680

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The agreement with the certificated bargaining unit will expire on June 30, 2012. The agreement with the classified bargaining unit will expire on June 30, 2014.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments: LACOE’s State deferral schedule and the State apportionment payment schedule were used as a guide in the cash flow projection;

 Employee benefits for fiscal year 2012-13 are projected with a 3% increase across the board compared to fiscal year 2011-12;

 Step and column movements are projected at 2% for certificated staff and 0.5% for classified staff;

A-128A-113

 An early retirement incentive was offered and 17 employees have accepted the offer to date. Ten of those positions were not filled which is projected to equate to approximately $650,000 in savings. Five furlough days were approved which is projected to equate to $1.2 million savings;

 Class size was configured utilizing the class size reduction flexibility in 2nd and 3rd grade. Second grade class size ratios increased from 22.9 in 2010-11 to 24.4 and third grade increased from 24.9 in 2010-11 to 28.7. Total savings equates to approximately $422,500;

 If the State budget cuts deepen, the District will address budgetary issues with a budget committee that will be comprised of representatives of each of the District’s stakeholders.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 8,296 $5,540.30 2008-09 8,148 5,396.01 2009-10 8,107 4,984.67 2010-11 7,896 5,031.60 2011-12(1) 7,958 5,020.04 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

HAWTHORNE SCHOOL DISTRICT SUMMARY OF ASSESSED VALUATIONS FISCAL YEARS 2007-08 THROUGH 2011-12

Fiscal Local Total Before Year Secured Utilities Unsecured Rdv. Increment

2007-08 $3,340,982,356 $3,970,341 $180,625,156 $3,525,577,853 2008-09 3,526,089,290 3,970,341 198,899,428 3,728,959,059 2009-10 3,564,523,582 2,142,374 208,153,405 3,774,819,361 2010-11 3,500,453,877 2,149,567 179,053,202 3,681,656,646 2011-12 3,527,065,832 2,149,567 198,841,624 3,728,057,023 ______Source: California Municipal Statistics, Inc.

A-129A-114

Retirement Systems

Fiscal Year Contribution

2010-11 $2,658,464 2009-10 2,795,086 2008-09 2,822,843

Fiscal Year Contribution

2010-11 $1,009,406 2009-10 986,710 2008-09 966,578

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. As of the July 1, 2010 actuarial valuation date, there were 702 retirees and beneficiaries receiving benefits that includes 64 inactive plan members. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. An actuarial study dated July 1, 2010, estimated the District’s UAAL to be $10,594,481 and the Annual Required Contribution to be $1,302,860. For fiscal year 2010-11, the District contributed $390,163 leaving a net OPEB obligation of $2,605,208.

A-130A-115

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013

Charter School Fund – Special Reserve $1,310,592 $1,300,000 $1,300,000 Cafeteria Fund – Special Reserve 2,662,691 2,662,691 2,662,691 Capital Facilities Fund – Capital Projects 458,559 503,559 543,559 School Facilities Fund – Capital Projects 1,842,764 1,842,764 1,842,764

Total $6,274,606 $6,309,014 $6,349,014

Accounting Practices and Audited Financial Report

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

HAWTHORNE SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE – revised $ 13,003,247 $ 15,338,927 $ 10,983,955 Total Revenues 74,041,322 67,050,835 69,186,048 Total Beginning Fund Balance and Revenues 87,044,569 82,389,762 80,170,003 Total Expenditures 69,321,233 70,623,541 65,316,259 Other Financing Sources (Uses) (2,384,409) (967,932) (2,218,835) ENDING FUND BALANCE $15,338,927 $ 10,798,289 $ 12,634,909

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

HAWTHORNE SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 10,983,955 $ 12,471,051 Total Revenues 71,476,795 64,523,012 Total Beginning Fund Balance and Revenues 82,460,750 76,994,063 Total Expenditures 70,941,402 70,838,422 Other Financing Sources (Uses) (2,442,592) 56,551 ENDING FUND BALANCE $ 9,076,756 $ 6,212,192 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund Balance Sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

HAWTHORNE SCHOOL DISTRICT GENERAL FUND BALANCE SHEET FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $23,604,589 $18,998,255 $19,466,056

Liabilities $ 8,265,662 $ 8,199,966 $ 6,831,147 Fund Balance 15,338,927 10,798,289 12,634,909 Total Liabilities and Fund Balance $23,604,589 $18,998,255 $19,466,056

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Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

HAWTHORNE SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $2,149,428.13 $ 80,645.29 3.75% 2007-08 2,342,645.17 116,427.97 4.97 2008-09 2,467,428.67 114,961.53 4.66 2009-10 2,490,168.99 85,034.19 3.41 2010-11 2,440,399.44 58,273.51 2.39

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $ 999,983.04 $ 42,401.52 4.24% 2007-08 2,398,137.99 139,904.45 5.83 2008-09 2,581,595.23 132,723.33 5.14 2009-10 2,597,829.11 79,966.24 3.08 2010-11 3,262,826.53 85,660.36 2.63 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

HAWTHORNE SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. BSP Zelman Hawthorne LLC Industrial $ 40,301,200 1.14% 2. La Caranda LP Shopping Center 29,020,000 0.82 3. Westport LAX LLC Industrial 25,919,954 0.73 4. Edward and Marilyn Jenkins Apartments 22,060,298 0.63 5. Costco Wholesale Corporation Commercial 17,589,987 0.50 $134,891,439 3.82% ______(1) 2011-12 Local Secured Assessed Valuation: $3,527,057,023. Source: California Municipal Statistics, Inc.

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HAWTHORNE SCHOOL DISTRICT CASH FLOWS

A-134A-119 Hawthorne School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $5,134,357 $5,817,285 $7,503,929 $11,416,590 $6,460,286 $6,097,384 $5,985,056 $9,639,393 $6,788,827 $9,516,040 $8,277,226 $4,848,279 $5,134,357 BEGINNING CASH EXCLUDING TRAN $5,134,357 $5,817,285 $7,503,929 $11,416,590 $6,460,286 $6,097,384 $5,985,056 $9,639,393 $6,788,827 $3,516,040 $2,277,226 ($1,151,721) $5,134,357 RECEIPTS Revenue Limit Property Taxes 91,668 138,126 83,175 0 175,796 856,189 539,919 539,919 543,744 547,535 550,692 766,587 0 4,833,350 Principal Apportionment 129,116 0 4,994,020 0 3,043,179 3,043,179 8,989,721 178,509 0 1,642,284 535,527 0 13,145,770 35,701,305 2010-11 Deferrals 2,593,453 4,480,875 1,603,012 0 8,677,340 Other 0 0 0 102,813 102,813 Federal Revenue 41,428 144,271 1,041,096 1,377,721 297,116 226,194 148,214 270,083 776,435 568,025 379,665 207,720 3,320,132 8,798,100 Other State Revenue 596,179 1,790,189 605,195 916,633 737,308 730,588 669,706 669,706 669,706 669,706 669,706 4,424,693 13,149,315 Other Local Revenue 5,469 15,917 86,088 532,596 135,598 113,563 95,252 109,421 70,832 98,708 120,069 120,069 634,122 2,137,704 Interfund Transfer In 2,393,812 56,551 0 2,450,363 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 5,851,125 4,779,189 9,597,580 2,515,512 4,568,322 4,976,433 10,503,694 1,767,638 2,060,717 3,526,258 2,255,659 1,923,446 21,524,717 75,850,290 DISBURSEMENTS Certificated Salaries 267,358 2,356,219 2,755,795 2,574,365 2,560,157 2,530,853 2,599,807 2,608,316 2,624,423 2,619,581 2,626,194 2,623,399 2,177,160 30,923,627 Classified Salaries 96,107 600,147 783,508 805,951 818,161 771,572 757,113 817,652 792,177 787,107 792,475 801,360 904,798 9,528,128 Employee Benefits 727,388 994,954 1,118,114 1,105,965 1,142,013 1,142,068 1,092,340 1,100,644 1,104,675 1,102,122 1,102,299 1,105,299 1,197,549 14,035,430 Books, Supplies and Services 46,907 1,169,033 606,242 585,640 619,858 768,522 768,000 585,600 585,600 585,600 585,000 585,000 3,628,772 11,119,774 Capital Outlay 24,972 22,024 21,091 0 68,087 Other Outgo 214,485 555,967 555,967 578,638 409,493 2,314,550 Interfund Transfers Out 2,393,812 2,393,812 TOTAL DISBURSEMENTS 1,137,760 5,120,353 5,288,631 5,308,430 5,140,189 5,213,015 8,188,130 5,112,212 5,662,842 5,094,410 5,684,606 5,115,058 8,317,772 70,383,408 PRIOR YEAR TRANSACTIONS Accounts Receivable 7,616 1,585,162 727,445 140,787 (2,621) 2,751 494,008 329,338 329,338 329,338 3,943,162 Accounts Payable 4,038,053 (442,646) 1,123,733 2,304,173 (211,586) (121,503) (1,338,773) 5,351,451 TOTAL PY TRANSACTIONS (4,030,437) 2,027,808 (396,288) (2,163,386) 208,965 124,254 1,338,773 494,008 329,338 329,338 0 329,338 0 (1,408,289) NET INCREASE/DECREASE 682,928 1,686,644 3,912,661 (4,956,304) (362,902) (112,328) 3,654,337 (2,850,566) (3,272,787) (1,238,814) (3,428,947) (2,862,274) 13,206,945 5,466,882 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 6,000,000 6,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $5,817,285 $7,503,929 $11,416,590 $6,460,286 $6,097,384 $5,985,056 $9,639,393 $6,788,827 $3,516,040 $2,277,226 ($1,151,721) ($4,013,995) ($4,013,995) TRAN BALANCE AVAILABLE 000000 06,000,000 6,000,000 6,000,000 6,000,000 6,000,000 ENDING CASH INCLUDING TRAN 5,817,285 7,503,929 11,416,590 6,460,286 6,097,384 5,985,056 9,639,393 6,788,827 9,516,040 8,277,226 4,848,279 1,986,005 1,986,005

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,986,005 $9,800,709 $13,956,838 $14,346,239 $10,398,010 $7,047,027 $3,416,549 $7,765,053 $1,919,275 $8,632,504 $7,461,038 $4,596,584 $1,986,005 BEGINNING CASH EXCLUDING TRAN ($4,013,995) $3,800,709 $7,956,838 $8,346,239 $4,398,010 $4,047,027 $3,416,549 $7,765,053 $1,919,275 ($1,367,496) ($2,538,962) ($5,403,416) $1,986,005 RECEIPTS Revenue Limit Property Taxes 97,667 142,134 141,522 0 229,816 785,968 573,064 567,276 578,853 573,064 573,064 572,089 0 4,834,517 Principal Apportionment 1,832,358 1,832,358 3,298,245 0 3,298,245 3,298,245 8,799,524 183,864 0 1,691,553 546,238 0 11,866,537 36,647,169 2011-12 Deferrals 8,068,614 5,077,156 13,145,770 Other 00 Federal Revenue 41,428 144,271 1,041,096 1,377,721 297,116 226,194 148,214 270,083 776,435 568,025 379,665 207,720 3,224,386 8,702,354 Other State Revenue 596,179 1,790,189 605,195 916,633 737,308 730,588 669,706 613,897 562,739 515,844 472,857 5,345,809 13,556,944 Other Local Revenue 5,524 16,076 86,949 537,922 136,954 114,699 96,205 110,515 71,540 121,270 121,870 136,622 602,936 2,159,082 Interfund Transfer In 2,450,363 2,450,363 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 13,092,133 7,211,995 6,358,001 2,520,838 4,878,764 5,162,414 10,347,595 1,801,444 2,040,725 3,516,651 2,136,681 1,389,288 21,039,668 81,496,199 DISBURSEMENTS Certificated Salaries 272,705 2,403,343 2,810,911 2,810,911 2,810,911 2,810,911 2,810,911 2,810,911 2,810,911 2,810,911 2,810,911 2,810,911 1,578,415 32,363,573 Classified Salaries 97,068 606,148 791,343 814,011 826,343 785,809 764,684 825,829 800,099 794,978 800,400 809,374 1,035,479 9,751,565 Employee Benefits 741,936 1,014,853 1,140,476 1,140,476 1,140,476 1,140,476 1,140,476 1,140,476 1,140,476 1,140,476 1,140,476 1,140,476 1,294,944 14,456,493 Books, Supplies and Services 46,907 1,169,033 606,242 585,640 619,858 768,522 958,600 768,522 585,600 585,600 585,000 958,000 3,987,810 12,225,334 Capital Outlay 24,971 22,024 21,092 68,087 Other Outgo 0 0 379,206 555,967 555,967 578,638 550,700 2,620,478 Interfund Transfers Out 2,450,363 2,450,363 TOTAL DISBURSEMENTS 1,158,616 5,193,377 5,753,149 5,373,062 5,397,588 6,082,777 5,674,671 7,996,101 5,893,053 5,331,965 5,915,425 5,718,761 8,447,348 73,935,893 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 2,589,010 741,994 346,418 392,122 417,462 541,128 479,063 565,557 643,848 914,290 748,055 8,378,947 Accounts Payable 4,118,814 451,499 957,445 1,442,423 224,281 127,578 865,548 130,184 8,317,772 TOTAL PY TRANSACTIONS (4,118,814) 2,137,511 (215,451) (1,096,005) 167,841 289,884 (324,420) 348,879 565,557 643,848 914,290 748,055 61,175 NET INCREASE/DECREASE 7,814,703 4,156,129 389,401 (3,948,229) (350,983) (630,479) 4,348,504 (5,845,778) (3,286,771) (1,171,466) (2,864,454) (3,581,418) 12,592,320 7,560,306 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 10,000,000 10,000,000 Cross FY TRAN Disbursements 3,000,000 3,000,000 6,000,000 ENDING CASH EXCLUDING TRAN $3,800,709 $7,956,838 $8,346,239 $4,398,010 $4,047,027 $3,416,549 $7,765,053 $1,919,275 ($1,367,496) ($2,538,962) ($5,403,416) ($8,984,834) ($8,984,834) TRAN BALANCE AVAILABLE 6,000,000 6,000,000 6,000,000 6,000,000 3,000,000 0 0 0 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 ENDING CASH INCLUDING TRAN 9,800,709 13,956,838 14,346,239 10,398,010 7,047,027 3,416,549 7,765,053 1,919,275 8,632,504 7,461,038 4,596,584 1,015,166 1,015,166 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-135 A-135

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT

Hughes-Elizabeth Lakes Union Elementary School District 16633 Elizabeth Lake Road Lake Hughes, CA 93532 Attn: Director of Business/Operations

General

As of June 30, 2011, the District served Kindergarten through 8th grade students through its one school located between the communities of Elizabeth Lake and Lake Hughes in the foothills of Northern Los Angeles County. Children from the communities of Lake Hughes, Elizabeth Lake and Green Valley, as well as parts of Leona Valley and Pine Canyon make up the student population.

Organization

The District is governed by a five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance Accrued compensation $ 4,678 Golden handshake 26,738 OPEB obligation 204,746 TOTAL LONG-TERM OBLIGATIONS $236,162

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District and the Lakes Teachers’ Association/CTA/NEA (“LTA”) have an agreement that extends through June 30, 2012. Agreement with CSEA, Chapter #365 was recently reached. This new contract will expire June 30, 2012. The District and both employees groups have not yet begun negotiations for 2012-13, but plan to do so shortly.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Changes in receipts are from the anticipated reduced revenue limit from the State. The District has an estimated increase to its ADA of 10 from our District of Choice registration numbers. Benefits are anticipated and are expected to be negotiated to remain the same as fiscal year 2011-12 due to a negative anticipated COLA, and budget cuts from the State. 12- month classified employees will go to 11 months. Teachers will take 9 furlough days. 10- month classified employees have a freeze on step and column. Expenditures for books, supplies and services have been reduced by 10% to mitigate the cut to ADA.

 Deferrals: February 2012 $90,824 deferred until July 2012; March 2012 $58,662 deferred to August 2012; April 2012 $84,520 deferred to July 2012 ($19,127) and August 2012 ($65,393); May $80,139 deferred until July 2012 ($35,368) and August 2012 ($44,771).

A-136A-120

 Projected ADA for fiscal year 2011-12 is 327. Projected ADA for fiscal year 2012-13 is 340, including 8th graders transferring to high school, 25 new registered enrollment from District of Choice, and 20 new kindergarteners.

 Significant budget adjustments for fiscal year 2011-12 relative to fiscal year 2010-11: No new staff, no filling of open Aide position. Reducing transportation costs by 40%, with remaining 10% to be mitigated through charging a transportation fee.

 Assumptions for fiscal year 2012-13: zero allocation for transportation; revenue limit cut of $370 to ADA (totaling $125,800) if the 2012 Tax Initiative is not passed. This cut is expected to be mitigated through reducing expenditures, and work reduction.

 Possible solution to anticipated budget cuts in fiscal year 2012-13: retirement incentives to be negotiated; possible reduction of 1 certificated position; reduction in Aides, and increase in furloughs.

 If State budget cuts deepen from anticipated levels, the District expects to reduce expenditures, initiate furloughs, layoffs, and a step-and-column freeze.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 339 $5,941.46 2008-09 342 5,615.45 2009-10 313 5,424.80 2010-11 325 5,247.89 2011-12(1) 327 5,200.69 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $346,840,888 $0 $3,174,105 $350,014,993 2008-09 357,210,647 0 3,195,400 360,406,047 2009-10 343,147,337 0 2,948,464 346,095,801 2010-11 320,035,083 0 1,985,718 322,020,801 2011-12 306,843,626 0 1,926,456 308,770,082 ______Source: California Municipal Statistics, Inc.

A-137A-121

Retirement Systems

Fiscal Year Contribution

2010-11 $123,180 2009-10 129,351 2008-09 117,982

Fiscal Year Contribution

2010-11 $33,511 2009-10 31,902 2008-09 30,565

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. An actuarial study dated July 1, 2008, estimated the District’s UAAL to be $832,701 and the Annual Required Contribution to be $122,800. For fiscal year 2010-11, the District contributed $16,069 leaving a net OPEB obligation of $204,746.

A-138A-122

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Deferred Maintenance Fund $ 30,134 $ 30,220 $ 30,334 Capital Facilities Fund 66,186 66,540 66,675 County School Facilities Fund 16,030 16,350 16,588 Special Reserve Fund 16,307 16,547 16,748

Total $128,657 $129,657 $130,345

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 765,354 $ 702,777 $ 468,665 Total Revenues 3,083,822 2,809,204 2,800,707 Total Beginning Fund Balance and Revenues 3,849,176 3,511,981 3,269,372 Total Expenditures 3,127,636 3,043,316 2,957,806 Other Financing Sources (Uses) (18,763) 0 0 ENDING FUND BALANCE $ 702,777 $ 468,665 $ 311,566

A-139A-123

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 468,665 $ 311,566 Total Revenues 2,630,536 2,757,037 Total Beginning Fund Balance and Revenues 3,099,201 3,068,603 Total Expenditures 2,957,808 2,776,820 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 141,393 $ 291,783 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $908,073 $606,007 $752,863

Liabilities $205,296 $137,342 $441,297 Fund Balance 702,777 468,665 311,566 Total Liabilities and Fund Balance $908,073 $606,007 $752,863

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $588,889.70 $21,723.97 3.69% 2007-08 644,434.73 31,523.98 4.89 2008-09 661,591.12 30,318.04 4.58 2009-10 635,212.08 21,323.19 3.36 2010-11 623,045.85 14,603.29 2.34 ______(1) 1% General Fund apportionment. Reflects countywide delinquency rate. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Margaret M. Petersen Residential Properties $ 8,034,162 2.62% 2. Lake Elizabeth Golf and RV Ranch LLC Recreational 6,482,863 2.11 3. Robles Blanco Ranch LLC Residential Properties 5,859,075 1.91 4. Canyon Creek Holdings LLC Institutional 5,215,847 1.70 5. Peninsula Finance Corporation Residential Properties 4,369,134 1.42 $29,961,081 9.76% ______(1) 2011-12 Local Secured Assessed Valuation: $306,843,626. Source: California Municipal Statistics, Inc.

A-141A-125

HUGHES-ELIZABETH LAKES UNION ELEMENTARY SCHOOL DISTRICT CASH FLOWS

A-142A-126 Hughes-Elizabeth Lakes Union Elementary School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $383,817 $377,427 $478,041 $513,789 $431,280 $141,345 $339,422 $327,802 $245,001 $282,983 $315,096 $200,546 $383,817 BEGINNING CASH EXCLUDING TRAN $383,817 $377,427 $478,041 $513,789 $431,280 $141,345 $339,422 $327,802 $245,001 $132,983 $165,096 $50,546 $383,817 RECEIPTS Revenue Limit Property Taxes 25,748 25,880 6,854 0 16,550 247,718 97,325 37,023 (3,880) 198,398 71,152 9,864 0 732,632 Principal Apportionment 44,369 44,369 79,865 79,865 79,865 79,865 79,865 5,343 37,505 11,647 16,028 0 410,312 968,898 2010-11 Deferrals 49,161 98,444 57,130 0 0 0 000000 204,735 Other 000000000000 0 Federal Revenue 0 29,734 30 298 0 10,831 7,096 0 29,289 17,161 14,232 117,962 226,633 Other State Revenue 10,933 102,233 72,883 43,034 24,281 58,309 27,468 69,992 53,128 47,113 8,553 71,278 11,857 601,062 Other Local Revenue 12,811 176 18,348 16,705 17,804 26,597 10,684 39,953 21,581 65 2,150 61,045 798 228,717 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 143,022 300,836 235,110 139,902 138,500 423,320 222,438 152,311 137,623 274,384 112,115 260,149 422,967 2,962,677 DISBURSEMENTS Certificated Salaries 12,632 99,852 105,257 105,079 109,086 102,084 100,843 100,624 104,857 102,886 103,324 103,251 11,821 1,161,596 Classified Salaries 0 22,635 25,939 33,870 32,690 30,004 29,678 28,980 31,796 29,562 24,627 24,627 314,408 Employee Benefits 21,699 22,418 44,745 54,646 49,274 56,571 56,264 56,839 57,146 55,535 55,573 55,573 586,283 Books, Supplies and Services 35,206 51,327 50,215 63,231 41,133 36,584 47,273 48,669 55,842 54,288 43,141 54,790 581,699 Capital Outlay 000000000000 0 Other Outgo 0000000000086,390 86,390 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 69,537 196,232 226,156 256,826 232,183 225,243 234,058 235,112 249,641 242,271 226,665 324,631 11,821 2,730,376 PRIOR YEAR TRANSACTIONS Accounts Receivable 11,975 0 28,089 22,356 12,118 74,538 Accounts Payable 91,850 3,990 1,295 (12,059) 208,370 293,446 TOTAL PY TRANSACTIONS (79,875) (3,990) 26,794 34,415 (196,252) 0 0000000(218,908) NET INCREASE/DECREASE (6,390) 100,614 35,748 (82,509) (289,935) 198,077 (11,620) (82,801) (112,018) 32,113 (114,550) (64,482) 411,146 232,301 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 150,000 150,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $377,427 $478,041 $513,789 $431,280 $141,345 $339,422 $327,802 $245,001 $132,983 $165,096 $50,546 ($13,936) ($13,936) TRAN BALANCE AVAILABLE 000000 0150,000 150,000 150,000 150,000 150,000 ENDING CASH INCLUDING TRAN 377,427 478,041 513,789 431,280 141,345 339,422 327,802 245,001 282,983 315,096 200,546 136,064 136,064

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $136,064 $505,376 $600,867 $536,522 $329,273 $162,323 $277,235 $190,300 $10,176 $195,826 $209,516 $98,205 $136,064 BEGINNING CASH EXCLUDING TRAN ($13,936) $205,376 $300,867 $236,522 $29,273 ($62,677) $127,235 $115,300 $10,176 ($154,174) ($140,484) ($251,795) $136,064 RECEIPTS Revenue Limit Property Taxes 25,362 25,491 6,751 0 16,302 244,002 95,866 36,458 (3,880) 195,423 70,084 9,717 721,576 Principal Apportionment 0 0 87,201 0 87,201 87,201 87,201 5,439 0 9,682 16,318 0 417,742 797,985 2011-12 Deferrals 241,486 168,826 0000000000 410,312 Other 000000000000 0 Federal Revenue 0 29,734 30 298 0 10,831 7,096 0 29,289 17,161 14,232 117,962 226,633 Other State Revenue 6,670 62,363 44,459 26,251 14,813 35,569 16,756 42,696 32,409 28,739 8,218 43,480 362,423 Other Local Revenue 12,811 176 18,348 16,705 17,804 26,597 10,684 39,953 21,581 65 2,150 61,045 227,919 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 286,329 286,590 156,789 43,254 136,120 404,200 217,603 124,546 79,399 251,070 111,002 232,204 417,742 2,746,848 DISBURSEMENTS Certificated Salaries 13,632 99,852 105,257 105,079 109,086 102,084 100,843 100,624 104,857 102,886 103,324 103,251 1,150,775 Classified Salaries 0 22,635 25,939 33,870 32,690 30,004 29,578 28,980 31,796 29,562 24,627 24,627 314,308 Employee Benefits 21,699 22,418 44,745 54,646 49,274 49,274 56,571 56,264 56,839 56,072 55,535 55,573 578,910 Books, Supplies and Services 31,685 46,194 45,194 56,908 37,020 32,926 42,546 43,802 50,258 48,859 38,827 49,311 523,529 Capital Outlay 0 Other Outgo 0 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 67,016 191,099 221,135 250,503 228,070 214,288 229,538 229,670 243,750 237,379 222,313 232,762 0 2,567,522 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 0 TOTAL PY TRANSACTIONS 000000000000 0 NET INCREASE/DECREASE 219,312 95,491 (64,346) (207,249) (91,950) 189,912 (11,935) (105,124) (164,351) 13,691 (111,311) (558) 417,742 179,325 TRAN FY TRAN Receipts 150,000 150,000 FY TRAN Disbursements 75,000 75,000 150,000 Cross FY TRAN Receipts 350,000 350,000 Cross FY TRAN Disbursements 75,000 75,000 150,000 ENDING CASH EXCLUDING TRAN $205,376 $300,867 $236,522 $29,273 ($62,677) $127,235 $115,300 $10,176 ($154,174) ($140,484) ($251,795) ($252,353) ($252,353) TRAN BALANCE AVAILABLE 300,000 300,000 300,000 300,000 225,000 150,000 75,000 0 350,000 350,000 350,000 350,000 350,000 ENDING CASH INCLUDING TRAN 505,376 600,867 536,522 329,273 162,323 277,235 190,300 10,176 195,826 209,516 98,205 97,647 97,647 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-143 A-143

INGLEWOOD UNIFIED SCHOOL DISTRICT

Inglewood Unified School District 401 S. Inglewood Avenue Inglewood, CA 90301 Attn: Superintendent

General

The District was established in 1954. The District is comprised of an area of approximately nine square miles located in Los Angeles County. As of June 30, 2011, the District had thirteen elementary schools (seven K-5, three K-6, and three K-8 configurations), two middle schools (6-8), three senior high schools (9-12), and one continuation high school. The District also has Adult Education, Head Start, Latchkey, and Child Development programs designed to meet individual student needs.

Note that the District has filed a negative First Interim Report certification for the current fiscal year of 2011-12. A negative certification means that a district “will be unable to meet its financial obligations for the remainder of the fiscal year and/or the subsequent fiscal year.” A detailed discussion of the County Superintendent’s review of the District’s financial situation and recommendations thereon is included in the forepart of this official statement; see “PARTICIPANT FINANCES – Reports and Certifications.”

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General Obligation (GO) Bonds $112,555,000 Issuance costs/premiums 8,537,186 Certificates of Participation (COPs) 1,740,000 Capital leases 1,134,389 Compensated absences 1,168,851 Supplemental retirement plan (PARS) 2,606,754 Net OPEB obligations 6,198,184 IBNR 5,839,571 TOTAL LONG-TERM OBLIGATIONS $139,779,935

Collective Bargaining Agreements

The Inglewood Teachers Association (“ITA”), which is the principal certificated bargaining unit for the District, and the District have an approved agreement through 2012-13. The contract with the second certificated bargaining unit, the Inglewood Federation of Teachers (“IFT”, representing Adult Education Teachers), expired on June 30, 2008. The contract with the classified bargaining unit, the California Professional Employees (“CalPro”), was negotiated and approved on January 11, 2012. The CalPro contract will expire on June 30, 2014. The District and IFT will continue to operate under the terms of its expired agreement until a new agreement is approved. The District is currently in negotiations with IFT. The District has imposed unpaid furlough days upon classified employees for

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2010-11, 2011-12 and 2012-13. These furlough days for 2012-13 have been Board approved and a formal resolution will be brought to the Board of Education in March 2012.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o For Fiscal Year 2011-12: $17,453,028 (35% of apportionment funding) to be deferred from February, March, April, May and June 2012 to July and August 2012;

o For Fiscal Year 2012-13: $1,388,903 deferred from July 2012 to September 2012; $7,9696,535 deferred from July, August and October 2012 to January 2013; $18,913,896 deferred from February, March, April, May and June 2013 to July 2013;

 $164,713 cuts in principal apportionment and $468,869 cuts in transportation funding for fiscal year 2011-12;

 The District is experiencing declining enrollment at a rate of 4%;

 Certificated step and column increase of $564,075 (2.5%) and Classified step and column increase of $496,386 (2.2%) for fiscal year 2011-12;

 Elimination of positions and furlough days: Teachers – 161.5 FTE, 10 furlough days; Certificated Management – 9 FTE, 10 furlough days; Classified – 33 FTE, 20 furlough days for 10 month employees, 5 furlough days for 9.5 month employees;

 Class size ratios increased as follows:

o K-3 increased by 10;

o 4-6 increased by 1;

o 7-8 increased by 4.5;

o 9-12 increased by 7.5;

 A 0.25% trigger cut of $164,713 to revenue limit, and a $468,869 cut to transportation funding will be reflected in the 2011-12 Second Interim Report;

 A $5,772,177 yearly grant has been approved for three years beginning in 2012-13;

 The District is exploring options to reduce its projected structural deficit by $7 million. If successful, such action could eliminate the deficits in 2012-13 and 2013-14. At the January 25, 2012 board meeting the Inglewood Unified School District Board of Education adopted a resolution to reduce the budget by $7 million for fiscal year 2012-13.

 The District is also exploring other options including possible school closures, selling properties and closure of failing charter schools.

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Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Revenue Limit Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 14,756 $5,785.96 2008-09 14,144 5,635.30 2009-10 13,807 5,206.47 2010-11 13,426 5,239.30 2011-12(1) 12,573 5,198.84 ______(1) From the Projected Year Totals in the District’s 2011-12 First Interim Report and LACOE’s Revenue Limit Calculations schedule.

Assessed Value

INGLEWOOD UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $7,789,979,902 $25,394 $205,413,431 $7,995,418,727 2008-09 8,281,902,130 25,394 214,843,102 8,496,770,626 2009-10 8,236,021,561 25,394 218,793,435 8,454,840,390 2010-11 7,728,447,643 25,394 191,837,385 7,920,310,422 2011-12 7,798,780,469 25,394 187,790,884 7,986,596,747 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $4,023,833 2009-10 4,247,852 2008-09 4,362,768

The District also participates in CalPERS for all full-time and some part-time classified employees. Active plan members are required to contribute 7.0 percent of their salary, and the District is

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required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalPERS Board of Administration. The required employer contribution rate for Fiscal Year 2010-11 was 10.707 percent of covered payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalPERS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $1,983,621 2009-10 1,907,748 2008-09 1,831,803

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. An actuarial study dated June 30, 2011, estimated the District’s UAAL to be $25,568,253 and the Annual Required Contribution to be $3,105,956. For fiscal year 2010-11, the District contributed $965,770 leaving a net OPEB obligation of $6,198,184.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name of Fund as of 06/30/2011 as of June 30, 2012 as of June 30, 2013

School Facilities Fund $8,254,522 $11,561,894 $15,500,894 Adult Education Fund 121,993 120,500 115,325 Child Development / Head Start Schools Fund 80,376 100,300 110,582 Cafeteria Fund 3,052 10,102 15,505 School Facilities Fund 311,690 2,311,000 3,300,500

Total $8,771,633 $14,103,796 $19,042,806

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Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

INGLEWOOD UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 16,696,433 $ 14,825,103 $ 5,741,816 Total Revenues 126,327,116 114,714,228 121,566,147 Total Beginning Fund Balance and Revenues 143,023,549 129,539,331 127,307,963 Total Expenditures 127,917,566 124,939,444 121,802,892 Other Financing Sources (Uses) (280,880) (720,000) 568,299 ENDING FUND BALANCE $ 14,825,103 $ 3,879,887 $ 6,073,370

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

INGLEWOOD UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 5,741,816 $ 5,897,380 Total Revenues 118,375,337 101,552,068 Total Beginning Fund Balance and Revenues 124,117,153 107,449,448 Total Expenditures 132,144,255 103,646,693 Other Financing Sources (Uses) 633,048 0 ENDING FUND BALANCE $ (7,394,054) $ 3,802,755 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

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Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

INGLEWOOD UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $26,416,478 $20,256,385 $24,305,547

Liabilities $11,591,375 $16,376,498 $18,232,177 Fund Balance 14,825,103 3,879,887 6,073,370 Total Liabilities and Fund Balance $26,416,478 $20,256,385 $24,305,547

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

INGLEWOOD UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $16,020,107.48 $606,103.00 3.78% 2007-08 17,831,493.81 893,341.16 5.01 2008-09 18,880,529.36 886,766.05 4.70 2009-10 18,738,986.01 644,511.03 3.44 2010-11 17,633,636.59 423,950.44 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $5,300,361.92 $353,469.15 6.67% 2007-08 4,455,123.59 380,025.62 8.53 2008-09 6,032,271.06 434,155.56 7.20 2009-10 9,106,429.39 491,239.12 5.39 2010-11 8,741,766.15 295,246.06 3.38 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy only. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

INGLEWOOD UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Plains Exploration and Production Co. Industrial – Petroleum $254,672,612 3.27% 2. Hollywood Park Land Company LLC Race Track 248,240,727 3.18 3. Mullrock Wateridge LLC Office Building 176,854,755 2.27 4. HCL Inglewood Village LLC Shopping Center 51,664,598 0.66 5. Grand Ladera LLC Shopping Center 51,300,000 0.66 $782,732,692 10.04% ______(1) 2011-12 Local Secured Assessed Valuation: $7,798,780,469. Source: California Municipal Statistics, Inc.

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INGLEWOOD UNIFIED SCHOOL DISTRICT CASH FLOWS

A-151A-134 Inglewood Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,244,026 $6,539,555 $11,578,457 $13,979,773 $10,376,401 $9,389,540 $11,106,659 $17,824,034 $12,462,005 $22,885,609 $20,153,935 $13,841,500 $1,244,026 BEGINNING CASH EXCLUDING TRAN $1,244,026 $6,539,555 $11,578,457 $13,979,773 $10,376,401 $9,389,540 $11,106,659 $17,824,034 $12,462,005 $5,435,609 $2,703,935 ($3,608,500) $1,244,026 RECEIPTS Revenue Limit Property Taxes 501,532 640,377 575,456 4,009,115 3,244,778 986,974 0 4,240,333 1,317,428 86,269 15,602,262 Principal Apportionment 2,368,272 2,612,418 4,909,624 4,408,690 4,569,462 5,496,936 4,301,193 250,038 1,745,692 371,296 805,018 17,453,028 49,291,667 2010-11 Deferrals 8,578,108 3,095,675 11,673,783 Other 0 0 0 0 0 0 (1,260,489) (1,260,489) Federal Revenue 11,304 136,643 3,175,725 163,394 217,941 (2,811,628) 2,956,393 2,065,905 143,166 952,572 384,708 1,201,312 830,201 9,427,636 Other State Revenue 966,578 3,636,767 2,138,559 2,195,961 1,758,076 1,154,487 2,553,387 1,538,743 1,343,035 1,882,658 1,172,028 1,069,423 3,735,233 25,144,935 Other Local Revenue 2,377 49,437 94,227 81,912 416,858 139,321 11,162 54,600 65,807 19,971 65,989 1,001,661 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 12,428,171 10,171,317 10,318,135 6,849,957 7,537,793 7,988,231 13,066,913 4,896,260 3,231,893 7,446,859 3,744,989 1,116,486 22,084,451 110,881,455 DISBURSEMENTS Certificated Salaries 84,437 564,373 3,459,262 3,675,583 4,274,748 3,888,579 3,733,954 3,733,954 3,733,954 3,733,954 3,733,954 4,170,314 795,406 39,582,472 Classified Salaries 32,203 811,590 790,115 1,276,864 1,300,580 1,300,877 1,477,352 1,477,352 1,477,352 1,477,352 1,477,352 1,639,051 345,460 14,883,500 Employee Benefits 2,248,025 1,676,897 1,339,805 1,976,410 2,131,516 2,076,863 1,758,942 1,758,942 1,758,942 1,758,942 1,758,942 1,958,796 359,966 22,562,988 Books, Supplies and Services 25,860 2,303,041 1,060,844 1,455,143 704,893 1,156,410 1,929,156 1,929,156 1,929,156 1,860,610 1,747,991 1,049,336 2,334,582 19,486,178 Capital Outlay 122,428 19,700 78,470 78,470 78,470 67,260 58,770 78,470 582,038 Other Outgo (580) 40,597 73,309 73,309 73,309 89,026 1,280,415 1,280,415 1,280,415 1,280,415 1,078,888 6,549,518 Interfund Transfers Out 2,000,000 5,000,042 7,000,042 TOTAL DISBURSEMENTS 2,389,945 5,355,901 6,813,051 8,457,309 8,485,046 10,515,738 9,066,900 10,258,289 10,258,289 10,178,533 10,057,424 14,896,427 3,913,884 110,646,736 PRIOR YEAR TRANSACTIONS Accounts Receivable 1,100,429 602,240 785,270 477,425 0 4,547,640 3,258,838 10,771,842 Accounts Payable 5,843,126 378,754 1,889,038 2,473,445 39,608 303,014 541,476 11,468,461 TOTAL PY TRANSACTIONS (4,742,697) 223,486 (1,103,768) (1,996,020) (39,608) 4,244,626 2,717,362 0 00000(696,619) NET INCREASE/DECREASE 5,295,529 5,038,902 2,401,316 (3,603,372) (986,861) 1,717,119 6,717,375 (5,362,029) (7,026,396) (2,731,674) (6,312,435) (13,779,941) 18,170,567 234,719 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 17,450,000 17,450,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $6,539,555 $11,578,457 $13,979,773 $10,376,401 $9,389,540 $11,106,659 $17,824,034 $12,462,005 $5,435,609 $2,703,935 ($3,608,500) ($17,388,441) ($17,388,441) TRAN BALANCE AVAILABLE 000000 017,450,000 17,450,000 17,450,000 17,450,000 17,450,000 ENDING CASH INCLUDING TRAN 6,539,555 11,578,457 13,979,773 10,376,401 9,389,540 11,106,659 17,824,034 12,462,005 22,885,609 20,153,935 13,841,500 61,559 61,559

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $61,559 $7,714,100 $11,056,433 $14,723,122 $11,245,410 $6,452,830 $759,552 $8,932,064 $4,200,325 $13,303,897 $13,551,334 $8,024,654 $61,559 BEGINNING CASH EXCLUDING TRAN ($17,388,441) ($9,735,900) ($6,393,567) ($2,726,878) ($6,204,590) ($2,272,170) $759,552 $8,932,064 $4,200,325 ($4,196,103) ($3,948,666) ($9,475,346) $61,559 RECEIPTS Revenue Limit Property Taxes 488,206 650,941 650,941 6,021,202 1,627,352 976,411 4,393,850 1,301,882 162,735 16,273,520 Principal Apportionment 5,821,934 4,432,944 4,432,944 12,402,393 246,275 2,265,727 738,824 18,913,896 49,254,937 2011-12 Deferrals 11,139,917 6,313,111 17,453,028 Other 0 Federal Revenue 2,353,422 1,928,459 4,170,028 48,876 122,675 2,436,007 168,941 1,122,985 454,239 1,416,037 978,142 15,199,811 Other State Revenue 431,148 431,148 1,418,989 2,571,452 2,332,133 1,397,491 3,183,665 1,647,401 1,599,175 2,292,995 1,376,870 1,240,403 4,655,391 24,578,261 Other Local Revenue 195,902 25,494 25,494 195,902 221,396 120,000 221,396 1,005,584 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 12,059,271 7,395,200 9,790,247 4,525,405 11,586,046 11,900,513 17,361,579 5,501,996 1,768,116 10,075,557 4,093,211 2,939,175 24,768,825 123,765,141 DISBURSEMENTS Certificated Salaries 82,152 559,413 3,419,070 3,634,229 4,224,938 3,841,564 3,692,909 3,705,097 3,709,197 3,700,497 3,711,076 4,147,327 786,308 39,213,776 Classified Salaries 32,857 829,491 807,586 1,305,006 1,329,193 1,329,193 1,510,059 1,509,907 1,509,907 1,509,907 1,510,210 1,675,257 353,062 15,211,634 Employee Benefits 2,281,667 1,702,033 1,359,886 2,006,164 2,163,496 2,108,075 1,785,165 1,785,394 1,785,394 1,785,394 1,785,390 1,988,071 365,277 22,901,406 Books, Supplies and Services 23,803 2,119,844 976,459 1,339,393 638,331 1,422,464 2,122,464 1,822,464 1,749,172 1,432,659 1,280,811 1,280,814 1,727,460 17,936,138 Capital Outlay 0 0 122,426 0 0 78,470 78,470 78,470 78,470 67,260 78,470 582,036 Other Outgo 89,026 1,332,404 1,332,404 1,332,404 1,332,404 1,130,876 6,549,518 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 2,420,479 5,210,781 6,685,427 8,284,792 8,355,958 8,868,792 9,189,067 10,233,736 10,164,544 9,828,121 9,619,891 10,222,345 3,310,577 102,394,508 PRIOR YEAR TRANSACTIONS Accounts Receivable 7,873 1,287,072 1,206,486 1,125,899 1,004,093 4,631,423 Accounts Payable 1,994,124 129,158 644,617 844,225 301,760 3,913,884 TOTAL PY TRANSACTIONS (1,986,250) 1,157,914 561,869 281,674 702,333 0 0 0 0000 717,539 NET INCREASE/DECREASE 7,652,541 3,342,333 3,666,689 (3,477,713) 3,932,420 3,031,722 8,172,512 (4,731,739) (8,396,428) 247,437 (5,526,680) (7,283,170) 21,458,248 21,370,633 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 17,500,000 17,500,000 Cross FY TRAN Disbursements 8,725,000 8,725,000 17,450,000 ENDING CASH EXCLUDING TRAN ($9,735,900) ($6,393,567) ($2,726,878) ($6,204,590) ($2,272,170) $759,552 $8,932,064 $4,200,325 ($4,196,103) ($3,948,666) ($9,475,346) ($16,758,516) ($16,758,516) TRAN BALANCE AVAILABLE 17,450,000 17,450,000 17,450,000 17,450,000 8,725,000 0 0 0 17,500,000 17,500,000 17,500,000 17,500,000 17,500,000 ENDING CASH INCLUDING TRAN 7,714,100 11,056,433 14,723,122 11,245,410 6,452,830 759,552 8,932,064 4,200,325 13,303,897 13,551,334 8,024,654 741,484 741,484 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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LENNOX SCHOOL DISTRICT

Lennox School District 10319 Firmona Ave Lennox, CA 90304 Attn: Assistant Superintendent of Administrative Services

General

The District was established in 1910 and consists of an area comprising approximately 1.3 square miles of unincorporated Los Angeles County, situated between the cities of Hawthorne, Inglewood, and the Los Angeles International Airport. As of June 30, 2011, the District operated a preschool, five elementary schools, a middle school, and a charter high school.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds $11,134,705 Compensated absences 232,919 Net OPEB obligations 1,484,193 TOTAL LONG-TERM OBLIGATIONS $12,851,817

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The agreements with both the Certificated and Classified employees expire on June 30, 2012. All employees, covered and uncovered by bargaining unit agreements, are taking compensation reductions averaging 6.5% from the salary schedule. All compensation is fully restored in financial projections for the fiscal year 2012-13 year and beyond. Negotiations and team meetings are in progress.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o District included the School Services of California’s most recent deferral schedule, assuming the most conservative approach; o The CDE approved the District’s waiver applications regarding apportionment deferrals in fiscal year 2011-12; o A waiver process is not available as of this date for fiscal year 2012-13;

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 Mid-Year 2011-12 and 2012-13 revenue limit reductions are included, loss of $13 per ADA and loss of $370 per ADA, respectively. Deficit factors used in each year, respectively: 19.754% and 21.666%;

 Total District Revenue Limit Fiscal Year 2010-11: $26.94 million, fiscal year 2011-12: $26.04 million and $24.34 million. Projected loss from 2010-11 to 2011-12: $900,000; projected loss from fiscal year 2011-12 to fiscal year 2012-13: $1.7 million;

 Step and Column increases included in fiscal years 2011-12 and 2012-13, estimated at $485,000. For fiscal year 2012-13: restoration of 8 furlough days and a 2.5% reduction in salary schedule compensation. One furlough day equals approximately 0.5% of salary schedule. Total restoration: $2 million in fiscal year 2012-13;

 Assumes the elimination of 6 teaching positions (estimate: $600,000) in fiscal year 2012-13;

 No change in class size ratios. The District received a grant of $3 million (QEIA) in addition to the State K-3 Class Size Reduction award of $2.175 million to fund this program; and

 The District has incorporated the Proposed 2012-13 Budget into the District’s assumptions and included mid-year trigger cuts for fiscal years 2011-12 and 2012-13.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 5,576 $5,808.26 2008-09 5,529 5,575.69 2009-10 5,320 5,528.67 2010-11 5,105 5,321.03 2011-12(1) 5,004 5,104.88 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

LENNOX SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30 District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $ 950,256,133 $0 $15,572,599 $ 965,828,732 2008-09 1,018,439,786 0 19,353,835 1,037,793,621 2009-10 1,016,062,029 0 19,738,221 1,035,800,250 2010-11 977,981,233 0 19,330,827 997,312,060 2011-12 963,186,664 0 19,659,681 982,846,345 ______Source: California Municipal Statistics, Inc.

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Retirement Systems

Fiscal Year Contribution

2010-11 $2,436,516 2009-10 2,520,075 2008-09 2,553,088

Fiscal Year Contribution

2010-11 $702,531 2009-10 646,153 2008-09 669,833

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. As of the July 1, 2007 actuarial valuation date, there were 25 retirees and beneficiaries receiving benefits and 1,002 active plan members. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. An actuarial study dated July 1, 2007, estimated the District’s UAAL to be $9,323,005 and the Annual Required Contribution to be $1,109,652. For fiscal year 2010-11, the District contributed $520,785 leaving a net OPEB obligation of $1,484,194.

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Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Cafeteria (Child Nutrition) Fund $1,215,993 $1,215,993 $1,215,993 Capital Facilities Fund 165,651 167,652 167,652

Total $1,381,644 $1,383,645 $1,383,645

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

LENNOX SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 5,225,758 $ 8,367,626 $ 10,382,702 Total Revenues 60,818,324 56,116,718 55,413,657 Total Beginning Fund Balance and Revenues 66,044,082 64,484,344 65,796,359 Total Expenditures 58,913,934 56,850,194 55,141,230 Other Financing Sources (Uses) 1,785,609 550,000 1,624,842 ENDING FUND BALANCE $ 8,915,757 $ 8,184,150 $ 12,279,971

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

LENNOX SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $10,382,702 $12,273,894 Total Revenues 7,165,836 51,108,344 Total Beginning Fund Balance and Revenues 17,548,538 63,382,238 Total Expenditures 7,566,981 53,445,072 Other Financing Sources (Uses) 2,186,661 0 ENDING FUND BALANCE $12,168,218 $ 9,937,166 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

LENNOX SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 and 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $15,766,696 $15,577,456 $19,800,093

Liabilities $ 6,850,939 $ 7,393,306 $ 7,520,122 Fund Balance 8,915,757 8,184,150 12,279,971 Total Liabilities and Fund Balance $15,766,696 $15,577,456 $19,800,093

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

LENNOX SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $544,270.89 $20,476.39 3.76% 2007-08 592,406.18 29,519.98 4.98 2008-09 633,459.68 29,594.40 4.67 2009-10 630,323.72 21,577.11 3.42 2010-11 610,140.72 14,602.75 2.39

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $303,187.66 $16,232.89 5.35% 2007-08 343,032.95 27,328.58 7.97 2008-09 360,043.63 35,283.83 9.80 2009-10 648,254.18 31,569.57 4.87 2010-11 603,846.53 24,028.93 3.98 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

LENNOX SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. 9800 La Cienega LLC Office Building $24,747,600 2.57% 2. Public Storage Properties Industrial 15,597,723 1.62 3. Arnel Investments LLC Office Building 15,500,000 1.61 4. LAX Hotel Investment Co. LLC Hotel 14,266,674 1.48 5. Motel 6 Operating LP Hotel 9,982,099 1.04 $80,094,096 8.32% ______(1) 2011-12 Local Secured Assessed Valuation: $963,186,664. Source: California Municipal Statistics, Inc.

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LENNOX SCHOOL DISTRICT CASH FLOWS

A-159A-141 Lennox School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $9,018,703 $10,470,648 $11,545,151 $13,219,386 $14,596,806 $13,731,867 $14,631,761 $15,022,373 $13,011,280 $14,495,790 $12,558,404 $10,839,507 $9,018,703 BEGINNING CASH EXCLUDING TRAN $9,018,703 $10,470,648 $11,545,151 $13,219,386 $14,596,806 $13,731,867 $14,631,761 $15,022,373 $13,011,280 $10,495,790 $8,558,404 $6,839,507 $9,018,703 RECEIPTS Revenue Limit Property Taxes 29,647 63,097 102,300 0 163,961 210,372 559,780 49,487 (106,328) 281,603 432,975 68,143 1,855,038 Principal Apportionment 1,168,353 1,168,353 2,103,037 2,103,037 2,103,037 2,103,036 2,103,036 130,586 1,201,392 391,758 10,029,009 24,604,634 2010-11 Deferrals 4,794,150 1,565,757 0 0 0 00000 6,359,907 Other 0 0 (78,697) (34,976) (35,792) (27,203) (40,160) (40,160) (40,160) (40,160) (40,160) (40,160) (417,630) Federal Revenue 17,167 1,318,013 539,190 78,750 90,367 600,547 178,857 281,067 317,032 1,666,667 833,333 2,363,658 8,284,648 Other State Revenue 88,489 987,652 1,338,314 3,564,329 588,105 1,416,018 2,247,992 960,074 284,089 889,461 1,943,925 640,668 1,393,714 16,342,830 Other Local Revenue 4,205 102,852 112,656 2,410 65,450 33,246 17,988 14,124 21,120 733 374,784 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,102,011 5,205,723 4,116,800 5,713,550 2,975,128 4,336,016 5,049,505 1,399,043 1,670,148 2,818,691 2,728,498 1,502,716 13,786,381 57,404,210 DISBURSEMENTS Certificated Salaries 911 2,093,002 2,080,882 2,191,114 2,162,721 2,461,528 2,288,927 2,294,332 2,290,278 2,291,630 2,297,034 2,288,116 2,283,457 27,023,933 Classified Salaries 53,286 499,942 459,631 623,721 608,606 586,497 615,248 613,178 614,483 615,787 616,439 616,351 6,523,169 Employee Benefits 86,602 388,622 395,100 780,434 721,340 756,447 684,383 684,847 683,729 683,127 684,589 685,623 1,368,766 8,603,610 Books, Supplies and Services (1,204) 315,236 454,988 566,403 428,224 289,502 356,092 439,589 567,368 451,290 849,332 1,400,000 2,301,383 8,418,202 Capital Outlay 0 8,250 0 19,243 0 0 0 0 29,782 0 0 0 57,275 Other Outgo 0 (6,591) (6,072) (9,741) (7,133) (8,552) 714,243 0 0 714,243 0 714,243 714,243 2,818,883 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 139,595 3,298,460 3,384,530 4,171,174 3,913,758 4,085,422 4,658,893 4,031,946 4,185,639 4,756,076 4,447,395 5,704,334 6,667,850 53,445,072 PRIOR YEAR TRANSACTIONS Accounts Receivable 419,478 1,502,129 790,379 182,435 (5,292) 623,998 0 621,811 0 0 0 0 4,134,937 Accounts Payable 4,929,949 2,334,889 (151,586) 347,391 (78,984) (25,302) 000000 7,356,358 TOTAL PY TRANSACTIONS (4,510,471) (832,760) 941,965 (164,956) 73,691 649,300 0 621,811 0 0 0 0 0 (3,221,421) NET INCREASE/DECREASE 1,451,945 1,074,503 1,674,235 1,377,420 (864,939) 899,894 390,612 (2,011,093) (2,515,491) (1,937,386) (1,718,897) (4,201,618) 7,118,531 3,959,138 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 4,000,000 4,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $10,470,648 $11,545,151 $13,219,386 $14,596,806 $13,731,867 $14,631,761 $15,022,373 $13,011,280 $10,495,790 $8,558,404 $6,839,507 $2,637,889 $2,637,889 TRAN BALANCE AVAILABLE 000000 04,000,000 4,000,000 4,000,000 4,000,000 4,000,000 ENDING CASH INCLUDING TRAN 10,470,648 11,545,151 13,219,386 14,596,806 13,731,867 14,631,761 15,022,373 13,011,280 14,495,790 12,558,404 10,839,507 6,637,889 6,637,889

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $6,637,889 $9,688,117 $12,713,762 $14,134,017 $10,639,876 $8,907,076 $6,620,399 $10,599,348 $6,985,705 $9,917,774 $7,258,169 $4,820,547 $6,637,889 BEGINNING CASH EXCLUDING TRAN $2,637,889 $5,688,117 $8,713,762 $10,134,017 $6,639,876 $6,907,076 $6,620,399 $10,599,348 $6,985,705 $3,917,774 $1,258,169 ($1,179,453) $6,637,889 RECEIPTS Revenue Limit Property Taxes 20,556 43,750 70,932 0 113,687 145,866 388,137 34,313 (73,725) 195,256 300,214 47,248 1,286,235 Principal Apportionment 0 0 2,715,779 0 2,067,883 2,067,883 5,785,518 114,882 0 1,056,918 344,647 0 8,822,966 22,976,477 2011-12 Deferrals 5,902,490 4,126,519 10,029,009 Other 0 0 (78,697) (34,976) (35,792) (27,203) (54,827) (54,827) (54,827) (54,827) (54,827) (54,827) 0 (505,630) Federal Revenue 1,175,573 281,731 1,457,304 1,175,573 1,739,035 5,829,216 Other State Revenue 240,005 240,005 1,381,674 1,258,773 2,709,909 837,874 2,327,856 1,084,569 432,009 1,016,403 2,034,325 749,995 1,463,092 15,776,488 Other Local Revenue 1,000 1,000 1,000 115,082 69,000 187,082 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,163,051 4,410,274 4,089,688 1,223,797 4,856,686 4,199,993 8,728,415 1,179,938 1,760,761 2,213,750 2,625,359 2,033,071 12,094,093 55,578,876 DISBURSEMENTS Certificated Salaries 1,000 120,000 1,313,225 2,713,533 2,784,942 2,799,224 2,856,351 2,999,168 2,927,759 2,913,478 2,884,914 2,827,787 1,422,125 28,563,506 Classified Salaries 56,778 532,696 489,744 664,584 648,479 624,921 655,556 659,742 653,350 639,449 667,251 657,986 6,950,536 Employee Benefits 83,398 374,244 380,483 751,560 694,653 728,461 659,063 662,824 658,436 654,539 662,824 661,896 1,312,922 8,285,304 Books, Supplies and Services (1,105) 357,688 485,982 588,261 461,412 334,065 395,195 471,846 589,147 482,587 847,991 1,285,206 1,429,670 7,727,944 Capital Outlay 000000000000 0 Other Outgo 183,302 183,302 183,302 183,302 733,206 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 140,070 1,384,628 2,669,434 4,717,938 4,589,486 4,486,671 4,749,466 4,793,580 4,828,693 4,873,355 5,062,981 5,616,176 4,348,019 52,260,496 PRIOR YEAR TRANSACTIONS Accounts Receivable 1,393,714 1,393,714 Accounts Payable 4,366,467 4,366,467 TOTAL PY TRANSACTIONS (2,972,753) 00000000000 (2,972,753) NET INCREASE/DECREASE 3,050,228 3,025,645 1,420,254 (3,494,141) 267,201 (286,677) 3,978,949 (3,613,642) (3,067,932) (2,659,605) (2,437,622) (3,583,105) 7,746,074 3,318,380 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 6,000,000 6,000,000 Cross FY TRAN Disbursements 2,000,000 2,000,000 4,000,000 ENDING CASH EXCLUDING TRAN $5,688,117 $8,713,762 $10,134,017 $6,639,876 $6,907,076 $6,620,399 $10,599,348 $6,985,705 $3,917,774 $1,258,169 ($1,179,453) ($4,762,558) ($4,762,558) TRAN BALANCE AVAILABLE 4,000,000 4,000,000 4,000,000 4,000,000 2,000,000 0 0 0 6,000,000 6,000,000 6,000,000 6,000,000 6,000,000 ENDING CASH INCLUDING TRAN 9,688,117 12,713,762 14,134,017 10,639,876 8,907,076 6,620,399 10,599,348 6,985,705 9,917,774 7,258,169 4,820,547 1,237,442 1,237,442 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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LONG BEACH COMMUNITY COLLEGE DISTRICT

Long Beach Community College District 4901 East Carson Street Long Beach, CA 90808 Attn: Director of Fiscal Services

General

The District, a community college district of the State, was founded in 1927. The District is comprised of an area of approximately 128.6 square miles located in Los Angeles County and, as of June 30, 2011, operated two separate college campuses: the Liberal Arts Campus located at 4901 E. Carson Street, Long Beach, California (the “Liberal Arts Campus”) and the Pacific Coast Campus located at 1305 East Pacific Coast Highway, Long Beach, California (the “Pacific Coast Campus”). The District’s boundaries include the Cities of Long Beach, Signal Hill, Avalon and most of Lakewood.

Organization

The District is governed by a five-member Board of Trustees, each member is elected to a four- year term. Elections for positions to the Board of Trustees are held on even-numbered years, alternating between two and three available positions.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

Compensated absences $ 5,376,363 General Obligation Bonds (2002 election) Bonds payable 146,884,885 Accreted interest 13,644,363 Bond premium 7,062,012 Deferred liability (775,140) General Obligation Bonds (2008 election) Bonds payable 48,373,981 Accreted interest 3,610,109 Bond premium 933,350 Bond anticipation notes Notes payable 150,000,000 Notes premium 15,240,000 Other postemployment benefits other than pensions (OPEB) 2,662,269 Supplemental employee retirement plan 1,149,863 TOTAL LONG-TERM OBLIGATIONS $394,162,055

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $10,000,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on June 29, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-1 Notes prior to the date hereof.

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Collective Bargaining Agreements

The District’s collective bargaining units are the California College Association (“CCA”), which represents full-time academic employees, the Certificated Hourly Instructors (“CHI/CTA/NEA”) which represents hourly academic employees and the Long Beach Council of Classified Employees (“LBCCE/AFT/AFL-CIO”) which represents classified employees. Until the Spring of 2000, the CSEA represented classified personnel. The members of CSEA decertified CSEA and the American Federation of Teachers/Council of Classified Employees (“LBCCE/AFT/AFL-CIO”) was selected as the bargaining unit. All three bargaining unit contracts have been ratified and are currently in place for the following terms:

CCA July 1, 2010 to June 30, 2013 CHI/CTA/NEA July 1, 2010 to June 30, 2013 LBCCE/AFT/AFL-CIO July 1, 2011 to June 30, 2014

There have been no strikes or work stoppages in the last five years.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferrals received in July 2012 increased $2 million. The State has increased apportionment deferrals to help their cash flow situation.

 Deferrals projected into next year decrease $4.6 million for 2012-13 due to the Governor’s deferral buy back plan in the Proposed 2012-13 Budget.

 Enrollment fees for 2012-13 will increase due to the rate increase from $36 to $46 per unit. State apportionment decreases proportionately.

 Interfund transfers in 2011-12 include $10.5 million transferred out to repay borrowing from other funds ($5.5 million retiree health fund and $5.0 million capital outlay fund) in October 2011 and $6.0 million borrowed back from other funds ($3.0 million retiree health fund and $3.0 million capital outlay fund) projected in February 2012.

 Deferred State apportionments: $22.8 million ($19.7 million in July 2012 and $3.1 million in October 2012) based on Chancellor’s Office projections and the Governor’s mid-year trigger cuts.

 Projecting a State apportionment cut of approximately $1.4 million ($1.9 million in trigger cuts plus $0.9 million in additional estimated deficit factor less $0.5 million deficit factor previously budgeted) in 2011-12.

 Budgeted 19,618 FTES for 2011-12 but that will be reduced to 19,318 FTES due to the Governor’s trigger cuts. 2011-12 FTES includes summer 2011 attendance.

 Projected FTES for 2012-13 is 19,318 FTES assuming the mid-year workload reductions continue.

 No employee benefit changes known at this time. Step increases are estimated at $700,000 each year.

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 Reductions in class offerings have been made in line with the workload reductions. $768,000 reduction to part-time faculty is partially offset by other increases.

 Layoffs and re-organizations were implemented July 1, 2011 to reduce salary expenses by $2.3 million. These reductions address funding cuts and offset step increases, expiring furloughs and other increases.

 No significant changes in class sizes.

 If the Governor’s proposed tax initiative does not pass in November 2012, trigger cuts will reduce apportionments by $4.9 million. Committees will be formed beginning in January 2012 to develop plans to make cuts to respond to this potential cut.

 If the State Budget worsens, the District is prepared to eliminate summer school if necessary. They will also make further program, class section and other cuts if needed due to additional budget cuts.

Enrollment History and Projection

Fiscal Year FTES

2007-08 21,529 2008-09 21,499 2009-10 21,162 2010-11 21,036 2011-12(1) 19,907 ______(1) Projected.

Assessed Value

LONG BEACH COMMUNITY COLLEGE DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

Total Before Local Secured Utility Unsecured Rdv. Increment

2007-08 $44,826,990,049 $281,619,130 $3,130,582,481 $48,239,191,660 2008-09 48,620,130,489 345,716,493 2,880,896,209 51,846,743,191 2009-10 47,018,685,900 317,016,311 3,001,590,430 50,337,292,641 2010-11 45,875,663,506 313,317,039 2,926,123,235 49,115,103,780 2011-12 46,605,225,030 343,339,629 2,690,316,879 49,638,881,538 ______Source: California Municipal Statistics, Inc.

Retirement Systems

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determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalSTRS Teachers’ Retirement Board. The required employer contribution rate for Fiscal Year 2010- 11 was 8.25 percent of annual payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalSTRS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $3,777,985 2009-10 3,550,955 2008-09 3,804,273

Fiscal Year Contribution

2010-11 $3,113,728 2009-10 3,026,949 2008-09 2,940,763

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees and their families. As of June 30, 2011, there were 258 retirees and beneficiaries receiving benefits and 803 active plan members. The District’s funding policy is based on the projected pay-as-you-go financing requirements. An actuarial study dated December 3, 2009, estimated the District’s UAAL to be $30.2 million and the Annual Required Contribution to be $3,460,567. For fiscal year 2010-11, the District contributed $2,223,825, leaving a net OPEB obligation of $2,662,269 as of June 30, 2011. The District has established an irrevocable trust to mitigate the unfunded liability required by GASB 45. For fiscal year 2010-11, the District contributed $175,592 to the trust. The ending balance in the trust totaled $1,257,339 as of June 30, 2011. Additionally, the District maintains a retiree benefits fund to designate resources for health care costs of certain retirees. Assigned resources in the fund totaled $11,490,898 as of June 30, 2011.

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Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013

Capital Projects Fund $ 4,343,406 $ 6,173,933 $ 6,295,072 Special Revenue Fund 563,439 411,462 569,162 Fiduciary Fund 6,102,874 9,765,998 10,930,350 Special Revenue Fund 1,355,225 1,131,345 1,366,760 General Fund 2,189,874 2,217,767 2,198,533

Total $14,554,818 $19,700,505 $21,359,877

Financial Reports

Following is information taken from the District’s audited financial reports for the last three fiscal years:

LONG BEACH COMMUNITY COLLEGE DISTRICT SUMMARY OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS – PRIMARY GOVERNMENT FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Net Assets, Beginning of Year $ 63,703,931 $ 62,858,924 $ 49,820,258 Operating Revenues 74,313,677 89,983,163 87,972,311 Operating Expenses 195,007,945 202,881,212 200,469,722 Nonoperating Revenues (Expenses) 102,263,126 97,793,755 104,312,556 Other Revenues 17,586,135 2,065,628 4,606,019 Net Assets, End of Year $ 62,858,924 $ 49,820,258 $ 46,241,422

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

LONG BEACH COMMUNITY COLLEGE DISTRICT SUMMARY OF 2010-11 ADOPTED BUDGET AND 2011-12 ADOPTED BUDGET FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 16,835,870 $ 21,171,845 Total Revenues 119,880,720 119,704,400 Total Beginning Fund Balance and Revenues 136,716,590 140,876,245 Total Expenditures 124,160,275 126,637,497 Other Financing Sources (Uses) (1,281,413) (1,284,451) ENDING FUND BALANCE $ 11,274,902 $ 12,954,297

Comparison of District Statements of Net Assets

A comparison of the District’s Statements of Net Assets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

LONG BEACH COMMUNITY COLLEGE DISTRICT STATEMENT OF NET ASSETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $326,592,942 $489,925,555 $466,552,270 Total Liabilities 263,734,018 440,105,297 420,310,848 Total Net Assets $ 62,858,924 $ 49,820,258 $ 46,241,422

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Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

LONG BEACH COMMUNITY COLLEGE DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $10,990,701.76 $411,649.18 3.75% 2007-08 12,095,897.99 600,070.83 4.96 2008-09 12,938,904.71 602,131.73 4.65 2009-10 12,529,755.22 427,101.65 3.41 2010-11 12,284,790.93 292,829.09 2.38

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $ 4,709,792.19 $165,024.59 3.50% 2007-08 8,301,208.91 382,463.45 4.61 2008-09 10,477,267.53 422,172.55 4.03 2009-10 11,068,973.68 311,875.16 2.82 2010-11 11,692,304.67 231,304.22 1.98 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

LONG BEACH COMMUNITY COLLEGE DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. Participants in Long Beach Unit Industrial – Petroleum $1,383,976,753 2.97% 2. Total Terminals International LLC Industrial – Port Terminal 628,773,240 1.35 3. The Boeing Company Industrial 458,717,710 0.98 4. Tidelands Oil Production Co. Industrial – Petroleum 405,956,615 0.87 5. International Trans Service Inc. Industrial – Port Terminal 346,146,954 0.74 $3,223,571,272 6.92% ______(1) 2011-12 Local Secured Assessed Valuation: $46,605,225,030. Source: California Municipal Statistics, Inc.

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LONG BEACH COMMUNITY COLLEGE DISTRICT CASH FLOWS

A-168A-149 Long Beach Community College District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,827,957 $28,122,307 $26,964,685 $32,844,128 $24,763,786 $24,346,455 $23,485,902 $13,272,495 $8,417,797 $14,367,695 $9,434,276 $10,110,589 $1,827,957 BEGINNING CASH EXCLUDING TRAN $1,827,957 $18,122,307 $16,964,685 $22,844,128 $14,763,786 $14,346,455 $13,485,902 $8,272,495 $8,417,797 ($632,305) ($5,565,724) ($4,889,411) $1,827,957 RECEIPTS Revenue Limit Property Taxes 345,907 525,188 0 21,365 1,152,990 3,894,478 936,300 1,116,288 43,922 2,851,074 1,162,923 250,087 12,300,522 Principal Apportionment 1,285,584 6,401,343 9,602,014 13,117,438 7,201,511 4,000,839 2,359,893 2,186,014 728,825 1,676,591 5,349,181 681,437 22,770,061 77,360,731 2010-11 Deferrals 20,814,119 00000000000 20,814,119 Other 355,836 0 0 1,024,690 868,423 1,135,621 74,443 00000 3,459,013 Federal Revenue 0 8,895 0000056,785 0 25,000 30,035 0 120,715 Other State Revenue 46,518 46,517 69,776 553,227 52,331 29,075 1,353,032 47,855 62,321 1,196,721 463,689 0 3,921,062 Other Local Revenue 1,051,697 24,385 84,180 100,123 847,823 91,009 126,423 58,713 68,393 185,492 181,738 140,445 2,960,421 Interfund Transfer In 0 508,006 5,294,386 79,534 274,178 642,151 885,139 7,513,943 3,505,659 806,848 3,586,298 18,886,709 41,982,851 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 23,899,661 7,514,334 15,050,356 14,896,377 10,397,256 9,793,173 5,735,230 10,979,598 4,409,120 6,741,726 10,773,864 19,958,678 22,770,061 162,919,434 DISBURSEMENTS Certificated Salaries 1,793,768 4,017,953 4,111,880 4,133,932 4,113,811 3,946,587 4,053,434 4,163,957 4,214,461 4,214,362 4,211,372 1,479,465 44,454,982 Classified Salaries 1,918,533 1,984,270 2,081,480 2,067,163 2,106,491 1,963,382 1,994,100 2,004,808 2,011,924 2,005,168 2,167,210 2,773,394 25,077,923 Employee Benefits 1,918,060 2,226,004 1,694,794 2,445,323 2,397,385 1,621,192 2,545,815 2,219,587 1,253,117 2,768,104 2,344,751 1,833,886 25,268,018 Books, Supplies and Services 558,724 388,542 499,692 534,892 563,350 1,050,666 572,779 710,726 985,911 1,985,575 571,796 2,554,324 10,976,977 Capital Outlay 18,073 138,970 0 95,103 59,311 54,782 66,051 15,657 31,947 124,147 55,138 31,342 690,521 Other Outgo 000000000000 0 Interfund Transfers Out 917,072 824,244 1,490,451 14,428,902 1,354,839 2,017,117 1,716,458 1,719,561 4,961,862 577,789 747,284 13,130,150 43,885,729 TOTAL DISBURSEMENTS 7,124,230 9,579,983 9,878,297 23,705,315 10,595,187 10,653,726 10,948,637 10,834,296 13,459,222 11,675,145 10,097,551 21,802,561 0 150,354,150 PRIOR YEAR TRANSACTIONS Accounts Receivable 493,469 1,310,863 1,051,887 900,457 3,756,676 Accounts Payable 974,550 402,836 344,503 171,861 219,400 2,113,150 TOTAL PY TRANSACTIONS (481,081) 908,027 707,384 728,596 (219,400) 0 00000001,643,526 NET INCREASE/DECREASE 16,294,350 (1,157,622) 5,879,443 (8,080,342) (417,331) (860,553) (5,213,407) 145,302 (9,050,102) (4,933,419) 676,313 (1,843,883) 22,770,061 12,565,284 TRAN FY TRAN Receipts 10,000,000 10,000,000 FY TRAN Disbursements 5,000,000 5,000,000 10,000,000 Cross FY TRAN Receipts 15,000,000 15,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $18,122,307 $16,964,685 $22,844,128 $14,763,786 $14,346,455 $13,485,902 $8,272,495 $8,417,797 ($632,305) ($5,565,724) ($4,889,411) ($6,733,294) ($6,733,294) TRAN BALANCE AVAILABLE 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 10,000,000 5,000,000 0 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 ENDING CASH INCLUDING TRAN 28,122,307 26,964,685 32,844,128 24,763,786 24,346,455 23,485,902 13,272,495 8,417,797 14,367,695 9,434,276 10,110,589 8,266,706 8,266,706

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $8,266,706 $20,736,003 $20,616,305 $22,510,097 $29,423,995 $20,148,420 $10,841,898 $7,427,731 $1,481,218 $6,835,991 $7,589,004 $8,570,620 $8,266,706 BEGINNING CASH EXCLUDING TRAN ($6,733,294) $5,736,003 $5,616,305 $7,510,097 $14,423,995 $12,648,420 $10,841,898 $7,427,731 $1,481,218 ($8,164,009) ($7,410,996) ($6,429,380) $8,266,706 RECEIPTS Revenue Limit Property Taxes 321,969 376,680 0 8,230 1,095,750 3,883,417 1,004,601 1,175,342 104,917 2,914,630 1,238,892 299,099 12,423,527 Principal Apportionment 1,229,797 6,123,561 9,185,341 12,548,215 6,889,006 3,827,225 3,135,701 3,135,701 1,972,705 2,729,125 5,660,253 1,934,886 18,172,993 76,544,509 2011-12 Deferrals 19,713,518 0 0 3,056,543 0 0 000000 22,770,061 Other 485,786 0 0 1,134,590 933,845 1,268,435 329,574 00000 4,152,230 Federal Revenue 0 4,180 0000056,785 0 25,000 30,035 0 116,000 Other State Revenue 0 0 0 267,169 53,788 511,821 1,053,032 47,855 62,321 1,352,555 463,689 0 3,812,230 Other Local Revenue 502,490 8,183 47,440 0 852,596 234,048 426,423 58,713 168,393 100,000 100,000 140,445 2,638,731 Interfund Transfer In 322,290 2,736,770 2,767,338 3,214,796 88,827 3,562,501 1,585,139 213,943 505,659 5,306,848 3,586,298 11,886,709 35,777,118 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 22,575,850 9,249,374 12,000,119 20,229,543 9,913,812 13,287,447 7,534,470 4,688,339 2,813,995 12,428,158 11,079,167 14,261,139 18,172,993 158,234,406 DISBURSEMENTS Certificated Salaries 1,968,494 3,946,404 4,139,719 4,220,877 4,167,663 4,109,529 4,053,434 4,163,957 4,214,461 4,214,362 4,211,372 1,479,465 44,889,737 Classified Salaries 1,910,940 1,990,748 2,083,085 2,051,905 2,047,859 1,950,997 1,994,100 2,004,808 2,011,924 2,005,168 2,167,210 2,773,394 24,992,138 Employee Benefits 2,393,181 1,998,330 1,656,933 2,515,667 2,179,299 1,971,445 2,545,815 2,219,587 1,253,117 2,768,104 2,344,751 1,833,886 25,680,115 Books, Supplies and Services 401,129 920,806 8,936 1,202,931 757,173 256,739 1,072,779 511,282 985,911 1,985,575 571,796 2,554,324 11,229,381 Capital Outlay 76,576 16,984 33,554 30,237 16,862 17,100 66,051 15,657 31,947 124,147 55,138 31,342 515,595 Other Outgo 000000000000 0 Interfund Transfers Out 2,437,520 1,227,691 2,344,084 3,632,752 2,301,131 6,788,159 1,216,458 1,719,561 3,961,862 577,789 747,284 8,130,150 35,084,441 TOTAL DISBURSEMENTS 9,187,840 10,100,963 10,266,311 13,654,369 11,469,987 15,093,969 10,948,637 10,634,852 12,459,222 11,675,145 10,097,551 16,802,561 0 142,391,407 PRIOR YEAR TRANSACTIONS Accounts Receivable 55,837 1,134,727 504,487 510,585 2,205,636 Accounts Payable 974,550 402,836 344,503 171,861 219,400 2,113,150 TOTAL PY TRANSACTIONS (918,713) 731,891 159,984 338,724 (219,400) 0 000000 92,486 NET INCREASE/DECREASE 12,469,297 (119,698) 1,893,792 6,913,898 (1,775,575) (1,806,522) (3,414,167) (5,946,513) (9,645,227) 753,013 981,616 (2,541,422) 18,172,993 15,842,999 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 15,000,000 15,000,000 Cross FY TRAN Disbursements 7,500,000 7,500,000 15,000,000 ENDING CASH EXCLUDING TRAN $5,736,003 $5,616,305 $7,510,097 $14,423,995 $12,648,420 $10,841,898 $7,427,731 $1,481,218 ($8,164,009) ($7,410,996) ($6,429,380) ($8,970,802) ($8,970,802) TRAN BALANCE AVAILABLE 15,000,000 15,000,000 15,000,000 15,000,000 7,500,000 0 0 0 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 ENDING CASH INCLUDING TRAN 20,736,003 20,616,305 22,510,097 29,423,995 20,148,420 10,841,898 7,427,731 1,481,218 6,835,991 7,589,004 8,570,620 6,029,198 6,029,198 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-169 A-169

LONG BEACH UNIFIED SCHOOL DISTRICT

Long Beach Unified School District 1515 Hughes Way Long Beach, CA 90810 Attn: Assistant Director of Fiscal Services

General

The District provides educational services to students within a 129 square mile area in Los Angeles County, including the Cities of Long Beach and Signal Hill, Santa Catalina Island, a portion of the City of Lakewood and a portion of the unincorporated area of the County. As of June 30, 2011, the District operated 46 elementary schools, 27 middle and K-8 schools, 11 high schools (including a continuation school, independent study and science academy), five charter schools and one adult school.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

Compensated absences $ 10,154,987 Capital Leases 2,668,629 Net OPEB obligation 25,245,848 General obligation bonds General obligation bonds payable 566,082,292 Bond premium 28,141,632 Deferred charge (2,947,437) Accreted interest in capital appreciation bonds 2,200,485 TOTAL LONG-TERM OBLIGATIONS $631,546,436

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

As of February 1, 2012, the District employs 4,110 certificated professionals as well as 2,971 full-time and part-time classified employees. District employees are represented by two employee bargaining units - the Teachers Association of Long Beach which represents 3,719 employees of the District and has a contract with the District expiring on June 30, 2012 and the California Schools Employees Association which represents 2,486 employees of the District and has a contract with the District expiring on October 31, 2012.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o In fiscal year 2011-2012 there will be a 22.6% deferral to July 2012 and a 15.80% deferral to August 2012; o The District assumes the same percentage of deferrals for 2012-2013; o For 2012-2013, no COLA is assumed/included in the revenue limit;

 Fiscal year 2011-2012 trigger cuts resulted in a $1 million decrease in revenue limit and $3.3 million decrease in transportation funding;  Fiscal year 2012-13 reflects a 1% increase in salaries and a 2% increase in benefits through December 2012. An 8% increase in benefits is included from January through June 2013 based on projected rates from our actuary and consultant. Incorporated in the benefit expense amounts are reductions from 5% employee contributions of health benefit premiums from classified and non-represented employees beginning January 1, 2012;

 Layoffs of certificated staff resulted in increased class sizes and reduced support services. Certificated FTE count was reduced 492 between fiscal years 2010-2011 and 2011-2012. This reduction includes an adjustment for declining enrollment of approximately 30 teachers. The projected $29 million savings from this reduction is partially offset by increased substitute teacher costs due to education code requirements for laid off teachers and step and column increases;  With respect to class size, grades K-3 were between 20-25 in fiscal year 2010-2011 and have increased to 30 for fiscal year 2011-2012. Grades 4-5 class sizes increased from 33 to 35. Class sizes in grades 6-12 increased from an average of 29 to 32;  The trigger cuts in fiscal year 2011-2012 were not as severe as the worst case scenario; revenue limit was reduced $1 million and transportation cuts of $3.3 million are incorporated into the cash flow;  The deferral schedule for fiscal year 2012-2013 is assumed to be the same as fiscal year 2011-2012. Fiscal year 2012-2013 trigger cuts of approximately $30-35 million are not included in the cash flow. No COLA is assumed in fiscal year 2012-2013 in the cashflow;  The District has a history of making the necessary reductions to remain solvent. A Fiscal Stabilization Plan was approved by the Board of Education on December 6, 2011 and outlines areas where reductions may be sought. The following ideas may be considered: 1. Seek efficiencies and savings in the health and welfare benefit programs 2. Close small schools 3. Freeze certificated and classified hiring 4. Consider staffing calendar changes 5. Evaluate programs and services 6. Implement procedures related to efficiencies and effectiveness 7. Research and apply for grants 8. Work with foundations and other external resources for additional funding 9. Explore State Tier III flexibility options 10. Explore and maximize use of categorical funding.

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Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 83,112 $5,777.08 2008-09 82,510 5,627.12 2009-10 81,103 4,946.23 2010-11 80,039 5,221.08 2011-12(1) 78,758 5,222.23 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

LONG BEACH UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $44,820,631,800 $281,619,130 $3,130,571,922 $48,232,822,852 2008-09 48,613,548,587 345,716,493 2,880,891,748 51,840,156,828 2009-10 47,012,310,355 317,016,311 3,001,583,541 50,330,910,207 2010-11 45,869,376,928 313,317,039 2,926,120,130 49,108,814,097 2011-12 46,598,592,334 343,339,629 2,690,313,867 49,632,245,830 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Qualified employees are covered under multiple-employer defined benefit pension plans maintained by agencies of the State of California. Certificated employees are members of the State Teachers’ Retirement System (“STRS”) and classified employees are members of the Public Employees’ Retirement System (“PERS”). All full-time certificated employees participate in STRS, a cost-sharing, multiple-employer contributory public employee retirement system. STRS provides retirement and disability benefits and survivor benefits to beneficiaries. Benefit provisions are established by State statutes, as legislatively amended, within the State Teachers’ Retirement Law. All full-time and some part time classified employees participate in PERS, a cost-sharing multiple-employer contributory public employee retirement system that acts as a common investment and administrative agent for participating public entities within the State of California. PERS provides retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. Benefit provision are established by the State statutes, as legislatively amended, with the Public Employees’ Retirement Laws.

The District’s contribution to STRS was $32,088,254 in fiscal year 2008-09, $31,546,874 in fiscal year 2009-10, and is $29,493,082 in fiscal year 2010-11. The District’s contribution to PERS was $11,128,472 in fiscal year 2008-09, $10,973,760 in fiscal year 2009-10, and is $11,301,310 in fiscal year 2010-11. The District is currently required by statute to contribute 8.25% of eligible salary expenditures

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to STRS, while participants contribute 8% of their respective salaries. STRS has a substantial statewide unfunded liability. Since this liability has not been broken down by each school district, it is impossible to determine the District’s share. The District was required to contribute to PERS at an actuarially determined rate, which is 10.707% of eligible salary expenditures for fiscal year 2010-11, while participants contribute 7% of their respective salaries.

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. The District was required to comply with GASB Statement No. 45 (“GASB 45”) beginning with the Fiscal Year beginning July 1, 2009. Membership according to that study consisted of 781 retirees and beneficiaries. Under a new actuarial study dated November 3, 2011, with a July 1, 2011 valuation date, the District’s UAAL is $329,401,000. The Annual Required Contribution is $27,068,000. Although the District’s retirement plan has no segregated assets, the District does maintain a portion of the self-insurance fund to designate resources for retiree health care costs. At June 30, 2011, the OPEB portion of the self-insurance fund’s designated balance was $1,170,824.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult Education Fund $ 634,299 $ 182,443 $ 0 Child Development Fund 2,012,051 1,157,772 1,157,772 Nutrition Services Fund 854,713 350,000 350,000 Deferred Maintenance Fund 3,637,742 2,027,706 2,027,706 Special Reserve Fund 251,818 254,792 254,792 Capital Facilities Fund 7,698,529 8,462,707 8,462,707 Special Reserve Fund 11,877,614 12,307,371 12,307,371 Self Insurance Fund 61,189,830 66,588,017 66,588,017

Total $88,156,596 $91,330,808 $91,148,365

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Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

LONG BEACH UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE – revised $ 79,187,257 $ 90,845,109 $100,220,670 Total Revenues 762,789,276 712,929,775 707,290,618 Total Beginning Fund Balance and Revenues 841,976,533 803,774,884 807,511,288 Total Expenditures 750,566,411 721,393,899 693,388,025 Other Financing Sources (Uses) (565,013) 17,590,391 (3,940,833) ENDING FUND BALANCE $ 90,845,109 $ 99,971,376 $110,182,430

Comparison of District Budgets

A comparison of the District’s General Fund actuals for the 2010-11 fiscal year and the budget for the 2011-12 fiscal year is set forth in the table below:

LONG BEACH UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 ACTUALS FOR DISTRICT GENERAL FUND AND SPECIAL RESERVE FUND FOR OTHER THAN CAPITAL OUTLAY PROJECTS(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 2011-12 BUDGET ACTUALS

BEGINNING FUND BALANCE $ 99,971,376 $109,929,850 Inclusion of Fund Balance (Fund 17) 249,294 Total Revenues 707,290,618 696,333,559 Total Beginning Fund Balance and Revenues 807,511,288 806,263,409 Total Expenditures 693,388,025 698,326,616 Other Financing Sources (Uses) (3,940,833) (10,355,430) ENDING FUND BALANCE $110,182,430 $ 97,581,363 GENERAL FUND BALANCE ONLY $109,929,850 ______(1) Reflects 2010-2011 Actuals from Audit Report. Note that the Special Reserve Fund for other than Capital Outlay is included with the General Fund figures due to GASB 54 requirements enacted in 2010-2011. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

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Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

LONG BEACH UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 and 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $174,385,055 $192,443,465 $184,098,147

Liabilities $ 83,539,946 $ 92,472,089 $ 73,915,717 Fund Balance 90,845,109 99,971,376 110,182,430 Total Liabilities and Fund Balance $174,385,055 $192,443,465 $184,098,147

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

LONG BEACH UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $72,941,685.16 $2,731,984.83 3.75% 2007-08 80,277,294.83 3,982,518.99 4.96 2008-09 85,872,264.82 3,996,203.53 4.65 2009-10 83,156,960.82 2,834,574.67 3.41 2010-11 81,531,169.60 1,943,438.15 2.38

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $15,570,282.31 $ 545,546.50 3.50% 2007-08 15,607,041.93 719,012.15 4.61 2008-09 15,471,722.28 623,354.21 4.03 2009-10 40,087,417.24 1,129,637.68 2.82 2010-11 40,362,923.81 798,591.24 1.98 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

LONG BEACH UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Participants in Long Beach Unit Industrial – Petroleum $1,383,976,753 2.97% 2. Total Terminals International LLC Industrial – Port Terminal 628,773,240 1.35 3. The Boeing Company Industrial 458,717,710 0.98 4. Tidelands Oil Production Co. Industrial – Petroleum 405,956,615 0.87 5. International Trans Service Inc. Industrial – Port Terminal 346,146,954 0.74 $3,223,571,272 6.92% ______(1) 2011-12 Local Secured Assessed Valuation: $46,598,592,334. Source: California Municipal Statistics, Inc.

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LONG BEACH UNIFIED SCHOOL DISTRICT CASH FLOWS

A-177A-157 Long Beach Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $40,169,515 $44,709,767 $85,541,446 $130,695,842 $82,027,348 $72,591,762 $80,509,151 $143,916,965 $97,485,010 $94,778,414 $83,234,430 $41,873,851 $40,169,515 BEGINNING CASH EXCLUDING TRAN $40,169,515 $44,709,767 $85,541,446 $130,695,842 $82,027,348 $72,591,762 $80,509,151 $143,916,965 $97,485,010 $19,778,414 $8,234,430 ($33,126,149) $40,169,515 RECEIPTS Revenue Limit Property Taxes 2,358,449 3,294,169 33,621 36,422 2,620,451 26,054,871 6,734,801 4,946,809 0 19,069,685 5,999,427 2,528,136 (8,894,529) 64,782,312 Principal Apportionment 0 0 39,535,109 0 30,083,362 30,083,362 84,169,709 1,998,724 0 18,388,257 5,996,172 0 153,502,000 363,756,695 2010-11 Deferrals 33,505,379 48,139,829 27,936,953 109,582,161 Other 0 Federal Revenue 5,375 1,150,091 645,991 911,675 3,093,173 565,269 7,952,440 986,000 27,884,995 1,926,000 1,126,000 17,476,000 5,934,672 69,657,681 Other State Revenue 1,584,694 8,525,317 15,119,004 7,964,433 10,944,760 11,566,915 24,894,153 4,664,631 8,323,702 8,445,300 6,715,225 2,645,941 37,004,528 148,398,603 Other Local Revenue 1,496,111 585,716 2,348,693 484,738 1,053,309 827,291 780,060 1,479,044 730,677 590,980 1,056,114 1,535,833 4,015,326 16,983,893 Interfund Transfer In 0 0 1,233,604 1,735,078 0 2,968,682 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 38,950,008 61,695,122 86,852,975 11,132,346 47,795,055 69,097,708 124,531,163 14,075,208 36,939,374 48,420,222 20,892,938 24,185,910 191,561,997 776,130,026 DISBURSEMENTS Certificated Salaries 4,077,661 6,463,000 12,170,276 29,676,972 30,470,556 30,842,967 30,099,829 30,716,342 60,240,183 30,939,769 30,923,512 30,580,366 5,695,851 332,897,283 Classified Salaries 3,218,764 5,314,518 6,328,530 8,634,510 8,730,582 8,471,076 8,246,324 8,762,568 16,338,024 8,781,163 8,696,295 8,675,627 3,744,418 103,942,398 Employee Benefits 2,494,908 4,313,812 6,983,044 14,307,027 14,904,314 14,527,505 14,662,646 14,738,446 29,237,709 14,825,167 14,793,694 14,742,338 3,869,080 164,399,690 Books, Supplies and Services 1,865,843 3,385,907 3,897,922 6,781,859 5,293,908 7,640,955 7,654,833 6,141,076 8,737,557 5,279,776 7,587,654 7,199,104 21,522,523 92,988,917 Capital Outlay 33,401 54,177 82,768 40,799 104,634 403,569 115,294 23,021 92,496 138,331 26,179 204,680 602,999 1,922,348 Other Outgo 76,343 13,122 29,363 24,345 143,173 Interfund Transfers Out 627,287 5,628,377 10,961,228 0 746,938 200,000 800,000 196,821 1,177,000 20,337,651 TOTAL DISBURSEMENTS 12,317,864 25,159,791 40,500,111 59,441,167 60,250,932 61,899,194 60,978,925 61,181,452 114,645,969 59,964,207 62,253,517 62,603,459 35,434,872 716,631,460 PRIOR YEAR TRANSACTIONS Accounts Receivable 4,315,736 9,151,172 168,260 3,588,608 3,225,678 1,028,229 3,750,230 674,289 0 0 0 0 25,902,202 Accounts Payable 26,407,628 4,854,824 1,366,728 3,948,281 205,387 309,354 3,894,654 0 0 0 0 0 40,986,856 TOTAL PY TRANSACTIONS (22,091,892) 4,296,348 (1,198,468) (359,673) 3,020,291 718,875 (144,424) 674,289 0 0 0 0 0 (15,084,654) NET INCREASE/DECREASE 4,540,252 40,831,679 45,154,396 (48,668,494) (9,435,586) 7,917,389 63,407,814 (46,431,955) (77,706,596) (11,543,984) (41,360,579) (38,417,548) 156,127,125 59,498,566 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 75,000,000 75,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $44,709,767 $85,541,446 $130,695,842 $82,027,348 $72,591,762 $80,509,151 $143,916,965 $97,485,010 $19,778,414 $8,234,430 ($33,126,149) ($71,543,697) ($71,543,697) TRAN BALANCE AVAILABLE 0 0 0 0 0 0 0 75,000,000 75,000,000 75,000,000 75,000,000 75,000,000 ENDING CASH INCLUDING TRAN 44,709,767 85,541,446 130,695,842 82,027,348 72,591,762 80,509,151 143,916,965 97,485,010 94,778,414 83,234,430 41,873,851 3,456,303 3,456,303

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $3,456,303 $67,397,188 $133,385,465 $159,737,356 $110,239,292 $66,547,406 $38,362,324 $108,304,143 $60,896,474 $99,818,759 $84,524,190 $40,611,416 $3,456,303 BEGINNING CASH EXCLUDING TRAN ($71,543,697) ($7,602,812) $58,385,465 $84,737,356 $35,239,292 $29,047,406 $38,362,324 $108,304,143 $60,896,474 ($20,181,241) ($35,475,810) ($79,388,584) $3,456,303 RECEIPTS Revenue Limit Property Taxes 2,358,449 3,294,169 33,621 36,422 2,620,451 26,054,871 6,734,801 4,946,809 0 19,069,685 5,999,427 2,528,136 (9,569,801) 64,107,040 Principal Apportionment 0 0 42,433,520 0 32,312,219 32,312,219 90,405,605 1,795,124 0 16,515,131 5,385,371 0 137,865,470 359,024,659 2011-12 Deferrals 90,342,323 63,159,677 153,502,000 Other 0 Federal Revenue 5,401 1,155,841 649,221 916,233 3,108,639 568,095 7,992,202 990,930 28,024,420 1,935,630 1,131,630 17,563,380 5,964,345 70,005,969 Other State Revenue 1,524,694 8,375,317 14,879,004 7,514,433 10,494,760 11,116,915 24,444,153 4,514,631 8,173,702 8,295,300 6,565,225 2,495,941 36,893,417 145,287,492 Other Local Revenue 1,511,072 591,573 2,372,180 489,585 1,063,842 835,564 787,861 1,493,834 737,983 596,890 1,066,675 1,551,192 4,055,479 17,153,732 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 95,741,940 76,576,577 60,367,546 8,956,674 49,599,911 70,887,664 130,364,622 13,741,328 36,936,105 46,412,636 20,148,328 24,138,649 175,208,911 809,080,892 DISBURSEMENTS Certificated Salaries 4,118,438 6,527,630 12,291,979 29,973,742 30,775,262 31,151,397 30,400,828 31,023,505 60,842,585 31,249,167 31,232,747 30,886,169 5,752,810 336,226,256 Classified Salaries 3,250,952 5,367,663 6,391,815 8,720,855 8,817,888 8,555,787 8,328,787 8,850,194 16,501,405 8,868,974 8,783,257 8,762,383 3,781,862 104,981,822 Employee Benefits 2,544,806 4,400,088 7,122,705 14,593,168 15,202,400 14,818,055 15,835,658 15,917,521 31,576,726 16,011,181 15,977,189 15,921,725 4,178,607 174,099,829 Books, Supplies and Services 1,921,818 3,487,484 4,014,860 6,985,315 5,452,725 7,870,183 7,884,478 6,325,308 8,999,684 5,438,169 7,815,284 7,415,077 22,168,199 95,778,584 Capital Outlay 33,735 54,719 83,596 41,207 105,680 407,605 116,446 23,251 93,421 139,715 26,440 206,726 232,999 1,565,541 Other Outgo 76,343 13,122 29,363 24,345 143,173 Interfund Transfers Out 3,442,221 3,100,000 196,821 6,739,042 TOTAL DISBURSEMENTS 15,311,970 19,837,584 33,081,297 60,314,286 60,353,955 62,816,149 62,566,197 62,139,779 118,013,820 61,707,206 64,061,102 63,216,425 36,114,477 719,534,248 PRIOR YEAR TRANSACTIONS Accounts Receivable 6,341,427 13,446,485 247,237 5,273,004 4,739,724 1,510,852 5,510,486 990,782 0 0 0 0 38,059,997 Accounts Payable 22,830,512 4,197,201 1,181,594 3,413,456 177,566 267,450 3,367,093 0 0 0 0 0 35,434,872 TOTAL PY TRANSACTIONS (16,489,085) 9,249,284 (934,358) 1,859,548 4,562,158 1,243,403 2,143,393 990,782 0 0 0 0 2,625,126 NET INCREASE/DECREASE 63,940,885 65,988,277 26,351,891 (49,498,065) (6,191,886) 9,314,918 69,941,819 (47,407,669) (81,077,714) (15,294,570) (43,912,774) (39,077,777) 139,094,434 89,546,644 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 120,000,000 120,000,000 Cross FY TRAN Disbursements 37,500,000 37,500,000 75,000,000 ENDING CASH EXCLUDING TRAN ($7,602,812) $58,385,465 $84,737,356 $35,239,292 $29,047,406 $38,362,324 $108,304,143 $60,896,474 ($20,181,241) ($35,475,810) ($79,388,584) ($118,466,361) ($118,466,361) TRAN BALANCE AVAILABLE 75,000,000 75,000,000 37,500,000 0 0 0 0 0 120,000,000 120,000,000 120,000,000 120,000,000 120,000,000 ENDING CASH INCLUDING TRAN 67,397,188 133,385,465 122,237,356 35,239,292 29,047,406 38,362,324 108,304,143 60,896,474 99,818,759 84,524,190 40,611,416 1,533,639 1,533,639 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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MONROVIA UNIFIED SCHOOL DISTRICT

Monrovia Unified School District 325 East Huntington Drive Monrovia, CA 91016 Attn: Director of Fiscal Services

General

The District was established as a unified school district on July 1, 1961 and includes within its boundaries the incorporated city of Monrovia, as well as small portions of the Cities of Arcadia and Irwindale and some incorporated areas of the County. The District covers about 13 square miles and as of June 30, 2011, maintained one high school, once continuation high school, two middle schools and five elementary schools. The District also has facilities for pre-school children, a child development center and an adult education center.

Organization

The District is governed by a five-member Governing Board whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds $84,626,692 Premium on Issuance 3,186,484 Certificates of Appreciation 2,305,000 Accumulated Vacation – Net 910,316 TOTAL LONG-TERM OBLIGATIONS $91,028,492

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District has contracts with both its certificated and classified staff that expire on June 30, 2013. Under the terms of the contract with the teachers, there are 6 furlough days in fiscal years 2011-12 and 2012-13 with the elimination of 5 student days and 1 professional development day, with a proportional 3% pay reduction. Under the classified contract, there are 6 furlough days in fiscal years 2011-12 and 2012-13 with the elimination of 5 student days and 1 all-staff day during fiscal years 2011- 12 and 2012-13, with a proportional 3% pay reduction.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o Based on current State apportionment schedules;

A-179A-158

o Fiscal Year 2012-13 Revenue Limit and categorical program apportionments cash deferrals based on a repeat of apportionment schedules for fiscal year 2011-12, including a repeat of the “one-time” deferral instituted in fiscal year 2011-12;

 Reductions due to State trigger cuts:

o $74,281 from Revenue Limit apportionment;

o $132,564 from Home-to-School Transportation;

 Salaries in fiscal year 2012-13 are increased by $464,000 for projected Step & Column increases;  Employee Benefits in fiscal year 2012-13 include a projected 15% increase in Health & Welfare premiums;  Librarian hours reduced. Instructional aide FTEs reduced. One vacant administrator position eliminated. Total annual savings of $205,000;  K-3 class size ratios were increased from 20:1 to 25:1 in fiscal year 2009-10 for a net savings after State penalty reduction of $650,000. They were increased to 30:1 in fiscal year 2010-11 and continue at 30:1 in fiscal years 2011-12 and 2012-13 for an additional savings after State penalty reduction of $680,000;  Class sizes in grades 4-12 remain unchanged from fiscal year 2009-10 to fiscal year 2012-13;  If the State budget cuts deepen, budget adjustments will be implemented as needed. Budget adjustments previously discussed include increased class sizes in all grades, the closing of an elementary school, additional layoffs of Classified and Certificated personnel.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 5,847 $5,794.85 2008-09 5,763 5,643.50 2009-10 5,703 5,213.73 2010-11 5,692 5,218.25 2011-12(1) 5,692 5,206.03 ______(1) Projected in the District’s 2011-12 First Interim Report.

A-180A-159

Assessed Value

MONROVIA UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $4,099,879,821 $240,444 $192,865,988 $3,597,543,012 2008-09 4,354,753,589 240,444 194,131,279 3,806,730,323 2009-10 4,372,832,975 222,150 199,086,789 3,796,512,110 2010-11 4,433,922,883 222,150 176,783,262 3,793,544,518 2011-12 4,513,306,436 222,150 182,508,414 4,696,037,000 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $1,957,736 2009-10 2,106,662 2008-09 2,179,574

Fiscal Year Contribution

2010-11 $924,805 2009-10 849,320 2008-09 810,178

A-181A-160

Post Employment Benefits

The District has never offered post-employment benefits to its employees, and accordingly has no liability with respect to any such benefits.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Cash Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult Education Fund $ 55,273 $ 50,000 $ 50,000 Child Development fund 90,267 50,000 50,000 Food Services Fund 109,393 100,000 100,000 Deferred Maintenance Fund 578,749 600,000 600,000 Capital Facilities Fund 10,291 50,000 50,000 Special Reserve for Capital Outlay Fund 158,605 0 0

Total $1,002,578 $850,000 $850,000

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

MONROVIA UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 6,099,938 $ 8,661,007 $ 8,250,397 Total Revenues 51,262,242 47,485,049 51,075,506 Total Beginning Fund Balance and Revenues 57,362,180 56,146,056 59,325,903 Total Expenditures 49,796,459 49,918,437 48,714,266 Other Financing Sources (Uses) 1,095,286 2,022,778 613,169 ENDING FUND BALANCE $ 8,661,007 $ 8,250,397 $11,224,806

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

MONROVIA UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 8,250,397 $ 11,224,806 Total Revenues 48,783,439 43,996,215 Total Beginning Fund Balance and Revenues 57,033,836 55,221,021 Total Expenditures 50,162,027 50,463,585 Other Financing Sources (Uses) 2,181,099 1,441,226 ENDING FUND BALANCE $ 9,052,908 $ 6,198,662 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

MONROVIA UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 and 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $13,105,074 $11,971,447 $14,444,272

Liabilities $ 4,444,067 $ 3,721,050 $ 3,219,466 Fund Balance 8,661,007 8,250,397 11,224,806 Total Liabilities and Fund Balance $13,105,074 $11,971,447 $14,444,272

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

MONROVIA UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $7,672,865.12 $290,122.89 3.78% 2007-08 8,445,068.90 422,877.22 5.01 2008-09 8,910,539.21 418,225.61 4.69 2009-10 8,928,239.48 306,982.64 3.44 2010-11 9,043,678.34 217,491.90 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,393,454.41 $81,146.85 3.39% 2007-08 2,569,965.68 109,461.51 4.26 2008-09 2,168,872.39 99,045.98 4.57 2009-10 2,812,885.36 71,709.93 2.55 2010-11 3,171,735.29 67,703.59 2.13 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

MONROVIA UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Foothill Technology Center I LLC Office Building $ 45,565,034 1.01% 2. Urban Housing Old Town Monrovia Associates Commercial 42,541,935 0.94 3. Huntington Oaks Delaware Partners LLC Shopping Center 34,258,633 0.76 4. Monrovia Technology Campus LLC Office Building 29,037,448 0.64 5. ASP Realty Inc. Shopping Center 18,761,566 0.42 $170,164,616 3.77% ______(1) 2011-12 Local Secured Assessed Valuation: $4,513,306,436. Source: California Municipal Statistics, Inc.

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MONROVIA UNIFIED SCHOOL DISTRICT CASH FLOWS

A-185A-164 Monrovia Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $3,598,746 $4,762,787 $7,848,772 $9,412,633 $6,459,168 $4,495,566 $5,199,602 $7,419,088 $3,470,373 $8,138,262 $8,034,110 $5,271,994 $3,598,746 BEGINNING CASH EXCLUDING TRAN $3,598,746 $4,762,787 $7,848,772 $9,412,633 $6,459,168 $4,495,566 $5,199,602 $7,419,088 $3,470,373 $138,262 $34,110 ($2,728,006) $3,598,746 RECEIPTS Revenue Limit Property Taxes 262,285 221,753 248,356 2,694,658 501,985 338,919 1,796,531 503,442 26,948 6,594,877 Principal Apportionment 2,402,513 1,829,349 1,829,350 5,118,149 57,643 1,229,513 400,928 10,728,624 23,596,069 2010-11 Deferrals 1,443,705 2,642,412 1,533,468 5,619,585 Other 0 Federal Revenue 9,456 809,123 264,213 34,833 281,840 348,137 772,600 489,640 573,785 419,922 1,104,345 5,107,894 Other State Revenue 906,108 861,988 995,973 536,093 126,469 341,013 234,117 176,076 230,062 246,724 98,026 196,542 1,568,077 6,517,268 Other Local Revenue 30,323 35,637 204,155 473,076 387,756 402,675 253,639 43,396 492,014 192,948 786,966 3,302,585 Interfund Transfer In 870,000 600,000 1,470,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 2,621,554 3,756,476 5,776,714 1,004,461 2,712,083 5,534,617 6,256,926 1,174,414 1,002,662 3,805,804 2,068,195 1,706,360 14,788,012 52,208,278 DISBURSEMENTS Certificated Salaries 424,585 252,352 2,285,988 2,221,686 2,273,763 2,248,879 2,215,535 2,290,263 2,260,675 2,124,201 2,385,460 2,303,081 229,780 23,516,248 Classified Salaries 2,829 463,794 474,936 799,801 809,941 887,194 698,376 788,662 791,984 810,640 739,813 816,223 668,946 8,753,139 Employee Benefits 66,703 134,819 700,624 591,895 900,444 897,229 878,314 894,721 903,863 867,179 926,500 903,185 234,164 8,899,640 Books, Supplies and Services 366,667 993,068 379,826 495,642 681,096 511,482 682,505 765,491 621,543 762,047 866,395 1,297,228 8,422,990 Capital Outlay 14,500 14,500 Other Outgo 16,491 16,491 628,955 661,937 Interfund Transfers Out 20,300 8,474 28,774 TOTAL DISBURSEMENTS 494,117 1,217,632 4,474,916 3,993,208 4,494,290 4,714,398 4,303,707 4,672,642 4,730,487 4,423,563 4,830,311 4,888,884 3,059,073 50,297,228 PRIOR YEAR TRANSACTIONS Accounts Receivable 370,490 838,380 352,215 73,112 61,538 34,989 289,062 33,151 395,714 513,607 51,390 3,013,648 Accounts Payable 1,333,886 291,239 90,152 37,830 242,933 151,172 22,795 483,638 97,488 2,751,133 TOTAL PY TRANSACTIONS (963,396) 547,141 262,063 35,282 (181,395) (116,183) 266,267 (450,487) 395,714 513,607 0 (46,098) 0 262,515 NET INCREASE/DECREASE 1,164,041 3,085,985 1,563,861 (2,953,465) (1,963,602) 704,036 2,219,486 (3,948,715) (3,332,111) (104,152) (2,762,116) (3,228,622) 11,728,939 1,911,050 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 8,000,000 8,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $4,762,787 $7,848,772 $9,412,633 $6,459,168 $4,495,566 $5,199,602 $7,419,088 $3,470,373 $138,262 $34,110 ($2,728,006) ($5,956,628) ($5,956,628) TRAN BALANCE AVAILABLE 0 0 0 0 0 0 0 0 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 ENDING CASH INCLUDING TRAN 4,762,787 7,848,772 9,412,633 6,459,168 4,495,566 5,199,602 7,419,088 3,470,373 8,138,262 8,034,110 5,271,994 2,043,372 2,043,372

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,043,372 $4,128,957 $9,251,440 $11,923,021 $9,311,804 $4,089,604 $1,407,987 $4,467,463 $1,232,725 $6,540,569 $6,561,304 $3,873,742 $2,043,372 BEGINNING CASH EXCLUDING TRAN ($5,956,628) ($3,871,043) $1,251,440 $3,923,021 $1,311,804 $89,604 $1,407,987 $4,467,463 $1,232,725 ($1,959,431) ($1,938,696) ($4,626,258) $2,043,372 RECEIPTS Revenue Limit Property Taxes 269,726 200,772 114,494 2,762,411 514,606 347,441 1,841,701 516,100 27,626 6,594,877 Principal Apportionment 2,907,322 2,213,697 2,213,697 6,193,432 122,983 1,131,445 368,949 9,445,107 24,596,632 2011-12 Deferrals 2,682,156 5,364,312 2,682,156 10,728,624 Other 0 Federal Revenue 279,784 1,656 38,385 1,285,671 51,627 236,534 292,173 648,402 410,929 481,547 352,418 926,818 5,005,944 Other State Revenue 198,024 344,718 456,188 491,500 219,878 545,135 374,253 281,471 367,772 394,407 156,703 314,187 2,506,691 6,650,927 Other Local Revenue 2,972 15,484 65,161 64,844 576,763 390,117 405,127 255,093 43,661 495,010 185,117 755,024 3,254,373 Interfund Transfer In 600,000 600,000 1,200,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 3,432,662 5,926,942 6,149,212 1,842,015 3,176,459 6,147,894 7,487,418 1,299,161 1,016,174 3,822,143 2,018,309 1,479,348 14,233,640 58,031,377 DISBURSEMENTS Certificated Salaries 434,107 258,163 2,300,620 2,265,688 2,260,876 2,265,102 2,231,516 2,306,784 2,276,983 2,139,524 2,402,668 2,319,695 231,438 23,693,164 Classified Salaries 4,736 445,877 448,335 787,379 789,972 905,246 712,586 804,710 808,099 827,134 754,866 832,831 682,558 8,804,329 Employee Benefits 73,335 142,530 720,090 946,965 934,792 943,746 923,850 941,108 950,723 912,137 974,534 950,010 246,304 9,660,124 Books, Supplies and Services 182,826 602,740 335,249 490,498 371,564 498,110 374,065 499,140 559,831 454,556 557,312 633,625 948,709 6,508,225 Capital Outlay 0 Other Outgo 16,491 16,491 628,955 661,937 Interfund Transfers Out 11,825 11,825 23,650 TOTAL DISBURSEMENTS 695,004 1,449,310 3,816,119 4,490,530 4,357,204 4,612,204 4,242,017 4,568,233 4,607,461 4,333,351 4,705,871 4,736,161 2,737,964 49,351,429 PRIOR YEAR TRANSACTIONS Accounts Receivable 502,755 940,662 430,055 75,722 63,735 36,238 37,228 34,334 399,131 531,943 53,224 3,105,027 Accounts Payable 1,154,828 295,811 91,567 38,424 105,190 253,545 223,153 99,019 2,261,537 TOTAL PY TRANSACTIONS (652,073) 644,851 338,488 37,298 (41,455) (217,307) (185,925) 34,334 399,131 531,943 0 (45,795) 843,490 NET INCREASE/DECREASE 2,085,585 5,122,483 2,671,581 (2,611,217) (1,222,200) 1,318,383 3,059,476 (3,234,738) (3,192,156) 20,735 (2,687,562) (3,302,608) 11,495,676 8,679,948 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 8,500,000 8,500,000 Cross FY TRAN Disbursements 4,000,000 4,000,000 8,000,000 ENDING CASH EXCLUDING TRAN ($3,871,043) $1,251,440 $3,923,021 $1,311,804 $89,604 $1,407,987 $4,467,463 $1,232,725 ($1,959,431) ($1,938,696) ($4,626,258) ($7,928,866) ($7,928,866) TRAN BALANCE AVAILABLE 8,000,000 8,000,000 8,000,000 8,000,000 4,000,000 0 0 0 8,500,000 8,500,000 8,500,000 8,500,000 8,500,000 ENDING CASH INCLUDING TRAN 4,128,957 9,251,440 11,923,021 9,311,804 4,089,604 1,407,987 4,467,463 1,232,725 6,540,569 6,561,304 3,873,742 571,134 571,134 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-186 A-186

MONTEBELLO UNIFIED SCHOOL DISTRICT

Montebello Unified School District 123 S. Montebello Boulevard Montebello, CA 90640-4729 Attn: Assistant Superintendent, Business Services

General

The Montebello Unified School District was formed in July 1936. The District encompasses an area of approximately 22 square miles. It includes the Cities of Montebello, Commerce and Bell Gardens, and portions of the Cities of Monterey Park, Downey, Pico Rivera, Los Angeles, Rosemead, and South San Gabriel. As of June 30, 2011, the District operated eighteen elementary schools, six intermediate schools, three high schools, one continuation high school, four adult schools, numerous satellite facilities, and two independent study facilities.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General obligation bonds $178,310,648 Premium on issuance 3,722,185 Certificates of participation 13,445,000 Accumulated vacation – net 4,631,811 Capital leases 140,068 OPEB obligation – net 19,213,111 TOTAL LONG-TERM OBLIGATIONS $219,462,823

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District has a contract with its certificated staff which expires on June 30, 2013. The District recently settled with its classified staff and entered into a contract which expires on June 30, 2013. The District settled with no increases in salaries or benefits.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Cash flow for fiscal year 2011-12 includes one-time deferral schedule along with the ongoing deferral schedule. Fiscal year 2012-13 assumes the same deferral schedule as fiscal year 2011-12;  Approximately $60 million deferred state apportionments at the end of fiscal year 2011-12 to be paid in July and August 2013;  Includes trigger cuts of approximately $1.2 million, $13.15 cut per ADA and $767,000 cut for transportation beginning in February 2012;

A-187A-165

 $2 million was included for step-and-column increase. 1% increase in workers’ compensation benefits due to change in rates. No changes for health and welfare because the cap will remain the same;  Tier III programs projected at the 2008-09 funding level as a baseline with zero funded COLA;  In fiscal year 2011-12, the district offered retirement incentives that will be a cost saving to the district in fiscal year 2012-13 of approximately $5 million. The District also assigned $12 million in the fund balance should the trigger language be implemented.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 31,644 $5,803.15 2008-09 31,364 5,651.14 2009-10 30,940 5,220.50 2010-11 30,373 5,225.06 2011-12(1) 30,068 5,212.59 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

MONTEBELLO UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $11,037,221,387 $31,004,860 $968,148,788 $12,036,375,035 2008-09 11,801,328,424 44,156,316 972,829,097 12,818,313,837 2009-10 11,906,621,489 36,086,992 962,976,987 12,905,685,468 2010-11 11,788,597,293 62,284,801 931,103,186 12,781,985,280 2011-12 11,898,325,763 62,106,505 943,162,974 12,903,595,242 ______Source: California Municipal Statistics, Inc.

A-188A-166

Retirement Systems

Fiscal Year Contribution

2010-11 $10,773,416 2009-10 11,555,860 2008-09 12,437,602

Fiscal Year Contribution

2010-11 $4,222,314 2009-10 4,263,060 2008-09 4,225,633

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. As of the July 1, 2009 actuarial valuation date, there were 447 retirees and beneficiaries receiving benefits and 2,779 active plan members. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. An actuarial study dated July 1, 2009, estimated the District’s UAAL to be $71,874,974 and the Annual Required Contribution to be $8,714,921. For fiscal year 2010-11, the District contributed $3,630,840 leaving a net OPEB obligation of $19,213,111.

A-189A-167

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult Education Fund $ 0 $ 0 $ 0 Developers Fees and Restricted Expenditures Fund 1,976,259 1,453,837 1,000,000 Workers' Compensation, General Liability and Dental Fund 9,234,065 8,255,895 8,857,748

Total $11,210,324 $9,709,732 $9,857,748

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

MONTEBELLO UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE – revised $ 52,985,982 $ 56,661,761 $ 49,854,423 Total Revenues 298,502,631 272,564,670 271,611,960 Total Beginning Fund Balance and Revenues 351,488,613 329,226,431 321,466,383 Total Expenditures 298,576,392 282,784,480 270,622,398 Other Financing Sources (Uses) 3,749,540 1,026,197 3,353,387 ENDING FUND BALANCE $ 56,661,761 $ 47,468,148 $ 54,197,372

A-190A-168

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

MONTEBELLO UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 49,854,423 $ 52,862,402 Total Revenues 262,881,559 253,874,130 Total Beginning Fund Balance and Revenues 312,735,982 306,736,532 Total Expenditures 263,730,956 266,205,791 Other Financing Sources (Uses) 0 (53,920) ENDING FUND BALANCE $ 49,005,026 $ 40,476,821 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

MONTEBELLO UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 and 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $91,942,773 $99,603,616 $89,541,164

Liabilities $35,281,012 $52,135,468 $35,343,792 Fund Balance 56,661,761 47,468,148 54,197,372 Total Liabilities and Fund Balance $91,942,773 $99,603,616 $89,541,164

A-191A-169

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

MONTEBELLO UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $24,201,326.35 $ 901,026.48 3.72% 2007-08 26,314,234.68 1,297,383.99 4.93 2008-09 27,846,968.01 1,288,194.19 4.63 2009-10 28,072,820.49 948,535.05 3.38 2010-11 27,952,930.28 660,652.57 2.36

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $ 6,702,439.64 $201,082.71 3.00% 2007-08 7,316,218.66 289,706.44 3.96 2008-09 9,471,986.44 403,122.99 4.26 2009-10 11,374,481.99 343,655.67 3.02 2010-11 11,459,794.49 253,555.91 2.21 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

MONTEBELLO UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. AMB Institutional Alliance Fund II LP / AMB Property LP Industrial $175,973,687 1.48% 2. Montebello Town Center Investors LLC Shopping Center 171,598,462 1.44 3. Plains Exploration and Production Co. Industrial – Petroleum 125,215,427 1.05 4. Craig Realty Group Citadel LLC Commercial 120,311,164 1.01 5. Rreef America REIT II Corp. Industrial 110,567,532 0.93 $703,666,272 5.91% ______(1) 2011-12 Local Secured Assessed Valuation: $11,898,325,763. Source: California Municipal Statistics, Inc.

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MONTEBELLO UNIFIED SCHOOL DISTRICT CASH FLOWS

A-193A-171 Montebello Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $30,643,722 $19,737,749 $29,636,841 $52,913,614 $41,117,415 $40,915,652 $42,673,920 $67,049,607 $47,740,938 $49,631,987 $41,612,517 $24,277,286 $30,643,722 BEGINNING CASH EXCLUDING TRAN $30,643,722 $19,737,749 $29,636,841 $52,913,614 $41,117,415 $40,915,652 $42,673,920 $67,049,607 $47,740,938 $31,631,987 $23,612,517 $6,277,286 $30,643,722 RECEIPTS Revenue Limit Property Taxes 282,386 775,552 6,310 1,182,999 8,011,029 2,042,371 2,020,018 (88,846) 3,405,035 (112,376) 1,889,409 19,413,887 Principal Apportionment 15,651,944 11,917,900 11,917,900 33,343,867 779,102 7,167,736 2,337,305 59,835,018 142,950,772 2010-11 Deferrals 10,548,340 17,417,918 10,108,129 38,074,387 Other 41,198 58,977 75,417 73,461 25,327 59,096 32,699 56,283 63,540 485,997 Federal Revenue 292,499 1,123,369 1,534,804 513,321 5,168,446 1,325,277 5,619,623 816,293 5,376,051 3,643,326 975,226 3,978,174 2,434,403 32,800,812 Other State Revenue 395,102 2,751,822 2,562,854 8,441,333 1,913,844 2,461,566 4,240,275 2,865,073 2,202,968 2,056,716 2,209,339 2,845,547 6,649,603 41,596,042 Other Local Revenue 34,467 58,454 1,169,706 373,591 2,533,574 (78,948) 1,334,037 345,881 199,746 1,238,972 1,280,607 591,174 3,206,777 12,288,038 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 11,593,992 22,186,092 31,102,854 9,408,016 22,716,763 23,662,151 46,639,269 6,826,367 7,722,618 17,511,785 6,746,384 9,367,844 72,125,801 287,609,935 DISBURSEMENTS Certificated Salaries 493,678 4,751,888 4,158,430 11,543,706 11,518,563 11,734,854 11,520,475 12,514,929 12,214,174 12,115,455 11,968,438 12,303,173 11,459,549 128,297,312 Classified Salaries 2,054,894 2,803,929 3,057,207 3,628,767 3,545,389 3,800,976 3,482,720 3,908,491 3,558,044 3,705,207 3,537,043 3,576,360 478,824 41,137,851 Employee Benefits 561,763 1,276,324 3,586,438 5,319,851 5,338,097 5,271,617 5,628,888 6,866,799 5,323,896 6,764,315 5,264,141 5,305,235 2,689,680 59,197,044 Books, Supplies and Services 2,563,534 1,711,060 2,380,305 2,621,460 2,601,200 1,846,653 2,473,025 2,606,231 2,767,971 2,982,873 3,017,727 1,075,878 5,506,169 34,154,086 Capital Outlay 0 85,945 26,648 266,347 13,667 11,400 64,737 181,734 192,415 168,680 125,070 241,575 289,884 1,668,102 Other Outgo 50,485 626,091 (38,485) (50,773) (181,763) 0 274,236 306,852 25,069 44,725 419,196 56,007 1,531,640 Interfund Transfers Out 53,920 53,920 TOTAL DISBURSEMENTS 5,724,354 11,255,237 13,170,543 23,329,358 22,835,153 22,665,500 23,444,081 26,385,036 24,081,569 25,781,255 24,331,615 22,612,148 20,424,106 266,039,955 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 6,826 3,969,684 1,234,663 0 247,520 1,930,500 1,000,000 1,000,000 1,000,000 1,000,000 1,184,405 12,573,598 Accounts Payable 16,775,611 1,038,589 (1,374,778) (890,480) 83,373 (514,097) 750,000 750,000 750,000 750,000 750,000 1,000,000 19,868,218 TOTAL PY TRANSACTIONS (16,775,611) (1,031,763) 5,344,462 2,125,143 (83,373) 761,617 1,180,500 250,000 250,000 250,000 250,000 184,405 0 (7,294,620) NET INCREASE/DECREASE (10,905,973) 9,899,092 23,276,773 (11,796,199) (201,763) 1,758,268 24,375,688 (19,308,669) (16,108,951) (8,019,470) (17,335,231) (13,059,899) 51,701,695 21,569,980 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 18,000,000 18,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $19,737,749 $29,636,841 $52,913,614 $41,117,415 $40,915,652 $42,673,920 $67,049,607 $47,740,938 $31,631,987 $23,612,517 $6,277,286 ($6,782,613) ($6,782,613) TRAN BALANCE AVAILABLE 0 0 0 0 0 0 0 18,000,000 18,000,000 18,000,000 18,000,000 18,000,000 ENDING CASH INCLUDING TRAN 19,737,749 29,636,841 52,913,614 41,117,415 40,915,652 42,673,920 67,049,607 47,740,938 49,631,987 41,612,517 24,277,286 11,217,387 11,217,387

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $11,217,387 $41,420,627 $62,109,538 $65,997,483 $51,628,069 $44,069,557 $37,689,279 $57,673,226 $41,764,688 $45,087,549 $38,643,040 $26,281,723 $11,217,387 BEGINNING CASH EXCLUDING TRAN ($6,782,613) $23,420,627 $44,109,538 $47,997,483 $33,628,069 $35,069,557 $37,689,279 $57,673,226 $41,764,688 $27,087,549 $20,643,040 $8,281,723 $11,217,387 RECEIPTS Revenue Limit Property Taxes 542,513 532,576 6,246 1,233,560 5,000,534 1,973,163 2,091,820 (139,133) 5,589,517 2,131,586 123,999 19,086,381 Principal Apportionment 0 0 16,896,781 0 12,865,569 12,865,569 35,995,004 702,606 0 6,463,979 2,107,819 0 87,897,327 2011-12 Deferrals 34,815,847 24,340,282 53,960,172 113,116,301 Other 0 Federal Revenue 3,478,614 1,782,730 1,490,509 1,048,085 1,468,195 3,980,734 1,441,955 409,684 6,218,830 2,868,168 2,521,835 2,861,569 2,154,870 31,725,778 Other State Revenue 4,386,383 970,837 1,077,371 6,051,458 3,273,417 2,299,348 3,157,923 4,056,446 2,850,377 3,475,607 2,856,246 3,845,547 2,716,431 41,017,391 Other Local Revenue 37,663 64,332 20,925 10,780 3,812,099 1,189,723 2,460,078 537,281 159,685 38,028 2,174,039 3,740,963 595,897 14,841,493 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 43,261,020 27,690,757 19,491,832 7,110,323 22,652,840 25,335,908 45,028,123 7,797,837 9,089,759 18,435,299 11,791,525 10,572,078 59,427,370 307,684,671 DISBURSEMENTS Certificated Salaries 698,845 4,537,917 4,188,775 11,220,056 11,348,945 10,644,109 11,591,264 12,156,780 11,865,652 11,765,586 11,625,947 11,338,024 11,158,309 124,140,209 Classified Salaries 2,056,734 2,414,263 3,602,718 3,681,234 3,792,850 3,607,594 3,370,105 3,671,613 3,794,992 3,668,446 3,602,734 3,603,733 629,473 41,496,489 Employee Benefits 601,895 1,088,899 3,640,514 5,300,840 5,308,992 5,114,176 6,896,799 5,439,573 5,323,896 6,764,315 5,264,140 5,389,869 4,218,987 60,352,895 Books, Supplies and Services 774,971 1,324,162 2,765,889 1,474,746 2,470,347 3,166,148 2,222,453 2,206,231 2,567,971 2,481,958 3,130,755 5,508,602 3,162,619 33,256,852 Capital Outlay 0 110,850 109,759 228,567 184,987 128,498 157,437 181,733 189,319 168,680 110,070 141,829 98,091 1,809,820 Other Outgo 58,040 341,835 5,388 4,539 77,503 56,838 356,030 1,096 25,068 30,823 419,196 5,600 1,381,956 Interfund Transfers Out 53,920 53,920 TOTAL DISBURSEMENTS 4,190,485 9,817,926 14,313,043 21,909,982 23,183,624 22,717,363 24,594,088 23,657,026 23,766,898 24,879,808 24,152,842 26,041,577 19,267,479 262,492,141 PRIOR YEAR TRANSACTIONS Accounts Receivable 4,908,316 5,629,440 320,456 770,460 1,984,422 216,583 000000 13,829,677 Accounts Payable 13,775,611 2,813,360 1,611,300 340,215 12,150 215,406 450,088 49,349 19,267,479 TOTAL PY TRANSACTIONS (8,867,295) 2,816,080 (1,290,844) 430,245 1,972,272 1,177 (450,088) (49,349) 0000 (5,437,802) NET INCREASE/DECREASE 30,203,240 20,688,911 3,887,945 (14,369,414) 1,441,488 2,619,722 19,983,947 (15,908,538) (14,677,139) (6,444,509) (12,361,317) (15,469,499) 40,159,891 45,192,530 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 18,000,000 18,000,000 Cross FY TRAN Disbursements 9,000,000 9,000,000 18,000,000 ENDING CASH EXCLUDING TRAN $23,420,627 $44,109,538 $47,997,483 $33,628,069 $35,069,557 $37,689,279 $57,673,226 $41,764,688 $27,087,549 $20,643,040 $8,281,723 ($7,187,776) ($7,187,776) TRAN BALANCE AVAILABLE 18,000,000 18,000,000 18,000,000 9,000,000 0 0 0 0 18,000,000 18,000,000 18,000,000 18,000,000 18,000,000 ENDING CASH INCLUDING TRAN 41,420,627 62,109,538 65,997,483 42,628,069 35,069,557 37,689,279 57,673,226 41,764,688 45,087,549 38,643,040 26,281,723 10,812,224 10,812,224 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-194 A-194

MOUNTAIN VIEW SCHOOL DISTRICT

Mountain View School District 3320 Gilman Road El Monte, CA 91732 Attn: Director of Fiscal Services

General

The District is comprised of an area of 4.83 square miles located in Los Angeles County, in the San Gabriel Valley. As of June 30, 2011, the District operated ten elementary schools, one intermediate school, one middle school and one community day school.

Organization

The District is governed by a five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance Compensated Absences $ 588,399 Other Postemployment Retiree Benefits 741,587 Early Retirement Incentive 2,234,143 TOTAL LONG-TERM OBLIGATIONS $3,564,129

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The Mountain View Elementary Teachers Association (MVTA) and the District have a contract through June 30, 2013. The MVTA agreement includes six furlough days in fiscal year 2011-12 with reopeners in fiscal year 2011-12 if there is a change in the net funded revenue limit. The classified bargaining unit’s contract with CSEA expires on June 30, 2013 and includes six furlough days for 10 and 11-month employees, and eight furlough days for 12 month employees. Both contracts are being negotiated for the fiscal year 2011-12. In general, MVTA negotiates one-year contracts; CSEA negotiates a three-year contract with reopeners for compensation and one or two articles each year.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 The District is experiencing its tenth year of declining enrollment, a decrease of 179 since fiscal year 2010-11. As a result, revenue limit funding has decreased by approximately $1.3 million. In addition, federal revenues declined 7% and other State revenues declined 2.5% due to reductions in grants, student enrollment and depletion of federal ARRA dollars. Local revenues decreased by 17% due to loss of First 5 grant. One-time interfund transfer of $2,891,000 occurred in fiscal year 2010-11. All District staff received 6 to 8 furlough days, in addition to modification of job hours for several classified positions. In addition, the District reduced approximately 15 teaching positions.

A-195A-172

 Deferrals: June 2011 payment moved to July 2011 ($3,109,846); July 2011 payment moved to September 2011 ($1,003,113) and January 2012 ($788,161); August 2011 payment moved to January 2012 ($1,791,274); October 2011 payment moved to January 2012 ($3,109,846); February 2012 payment moved to July 2012 ($2,923,255); March 2012 payment moved to April 2012 (($1,212,840) and to August 2012 ($2,114,695); May 2012 payment moved to July 2012 ($1,150,643) and to August 2012 ($1,461,628).

 State cuts due to trigger cuts: Revenue Limit $96,428; Transportation $349,296 (February 2012 to June 2012).

 The District anticipates no change in health and welfare benefits contribution per employee only ($7,833/year for classified; $5,617/year for certificated/management). Step and column costs are approximately $600,000/year.

 At this time, no significant budget adjustments for 2011-12 are expected. Though the cash flow for the TRAN reflects the estimated trigger cuts of $445,724, the budget still needs to be adjusted to reflect this cut. The District has assigned approximately $1.7 million in its fund balance to cover any potential trigger cuts this year.

 Class size changes: K-3 increased from 24:1 in 2010-11 to 28:1 in 2011-12; 4-6 increased from 30:1 to 32:1; 7-8 dropped from 30:1 to 28:1. The class size increases in the lower grades resulted in a reduction of approximately 32 teaching positions, producing a savings of approximately $3.2 million.

 The District assumes that State and Federal revenues will decline in 2011-12 by the rate of declining enrollment, approximately 3%. The December 2011 trigger cuts are expected to reduce District revenues by approximately $446,000; it is unknown at this time if further trigger cuts will be implemented in fiscal year 2012-13.

 If State budget cuts deepen from anticipated levels, the District may continue the furlough days (enacted for 2011-12 only) into the next year (estimated savings of $900,000). There is also room to increase class sizes another 2-4 students in all grade levels (estimated savings of between $1.6 million and $3.2 million). The District also has the option to shorten the school year by 2 more days, to 175 (estimated savings of $500,000).

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 8,568 $5,540.75 2008-09 8,383 5,396.42 2009-10 8,011 4,985.04 2010-11 7,674 4,989.29 2011-12(1) 7,455 4,996.90 ______(1) Projected in the District’s 2011-12 First Interim Report.

A-196A-173

Assessed Value

MOUNTAIN VIEW SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $2,314,585,223 $68,500 $101,159,588 $2,415,813,311 2008-09 2,429,494,719 68,500 103,992,292 2,533,555,511 2009-10 2,407,208,689 0 104,206,842 2,511,415,531 2010-11 2,403,099,698 0 95,425,958 2,498,525,656 2011-12 2,451,060,148 0 86,688,490 2,537,748,638 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $3,156,183 2009-10 3,586,217 2008-09 3,710,322

Fiscal Year Contribution

2010-11 $1,245,264 2009-10 1,232,924 2008-09 1,253,344

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Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. An actuarial study dated July 1, 2009, estimated the District’s UAAL to be $7,785,960 and the Annual Required Contribution to be $860,373. For fiscal year 2010-11, the District contributed $487,982 leaving a net OPEB obligation of $741,587.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, up to 75 percent of available monies may be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Deferred Maintenance Fund $ 720,600 $ 491,200 $ 260,000 Capital Facilities Fund 493,500 369,300 369,300 Special Reserve – Capital Outlay Fund 1,107,000 1,106,200 1,121,000

Total $2,321,100 $1,966,700 $1,750,300

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

MOUNTAIN VIEW SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $12,700,638 $11,201,519 $ 8,513,895 Total Revenues 78,864,106 68,609,354 67,176,992 Total Beginning Fund Balance and Revenues 91,564,744 79,810,873 75,690,887 Total Expenditures 79,585,130 75,565,851 68,601,705 Other Financing Sources (Uses) (3,144) 622,344 0 ENDING FUND BALANCE $11,976,470 $ 4,867,366 $ 7,089,182

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

MOUNTAIN VIEW SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 8,513,895 $ 6,534,443 Total Revenues 70,648,934 66,014,132 Total Beginning Fund Balance and Revenues 79,162,829 72,548,575 Total Expenditures 78,617,678 67,818,829 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 545,151 $ 4,729,746 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2007-08, 2008-09 and 2009-10 Fiscal Years is set forth in the table below:

MOUNTAIN VIEW SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $18,133,369 $17,645,285 $19,603,171

Liabilities $ 6,156,899 $12,777,919 $12,513,989 Fund Balance 11,976,470 4,867,366 7,089,182 Total Liabilities and Fund Balance $18,133,369 $17,645,285 $19,603,171

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

MOUNTAIN VIEW SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $1,325,299.95 $50,150.50 3.78% 2007-08 1,457,241.36 73,034.92 5.01 2008-09 1,523,145.46 71,535.54 4.70 2009-10 1,504,658.24 51,756.56 3.44 2010-11 1,503,828.79 36,176.17 2.41 ______(1) 1% general fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

MOUNTAIN VIEW SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. 11850 Del Pueblo LLC Shopping Center $18,530,000 0.76% 2. First National Finance Corp. Mobile Home Park 15,092,278 0.62 3. Group IX BP Properties LP Apartments 13,441,464 0.55 4. Furst Enterprises Group A LLC Shopping Center 12,261,223 0.50 5. SR Mutual Investment Corp. Golf Course 10,216,414 0.42 $69,541,379 2.84% ______(1) 2011-12 Local Secured Assessed Valuation: $2,451,060,148. Source: California Municipal Statistics, Inc.

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MOUNTAIN VIEW SCHOOL DISTRICT CASH FLOWS

A-201A-178 Mountain View School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $5,122,640 $4,388,557 $11,045,243 $14,271,442 $9,573,184 $625,509 $310,584 $6,686,088 $2,534,765 $11,132,926 $9,786,433 $7,103,364 $5,122,640 BEGINNING CASH EXCLUDING TRAN ($1,877,360) ($2,611,443) $4,045,243 $7,271,442 $2,573,184 $625,509 $310,584 $6,686,088 $2,534,765 ($1,167,074) ($2,513,567) ($5,196,636) $5,122,640 RECEIPTS Revenue Limit Property Taxes 50,535 103,655 106,433 412 270,212 490,942 684,043 224,994 0 557,000 567,365 153,656 0 3,209,247 Principal Apportionment 0 267,377 3,689,557 0 3,109,846 3,109,846 8,742,123 184,666 0 1,698,924 553,997 0 14,469,135 35,825,471 2010-11 Deferrals 2,682,967 4,357,830 2,528,977 0 0 0 00000009,569,774 Other 0 0 0 0 0 0 00000115,478 0 115,478 Federal Revenue 42,759 1,546,111 1,040,258 42,537 29,593 357,712 245,256 385,273 1,131,515 697,778 1,085,267 547,659 3,825,440 10,977,158 Other State Revenue 116,534 1,162,432 1,016,666 851,193 411,410 93,265 1,337,119 1,730,640 864,207 558,258 151,004 2,077,667 1,131,910 11,502,305 Other Local Revenue 21,997 163,200 16,501 472,107 49,378 286,029 526,042 206,476 150,488 716,370 476,783 1,075,342 223,760 4,384,473 Interfund Transfer In 0 0 0 0 0 1,456,132 176,425 350,973 208,902 208,458 207,850 415,151 0 3,023,891 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 2,914,792 7,600,605 8,398,392 1,366,249 3,870,439 5,793,926 11,711,008 3,083,022 2,355,112 4,436,788 3,042,266 4,384,953 19,650,245 78,607,797 DISBURSEMENTS Certificated Salaries 339,443 305,370 3,180,003 3,141,418 3,173,137 3,121,911 3,139,013 3,184,933 3,192,134 3,216,425 3,148,102 3,484,436 343,618 32,969,943 Classified Salaries 3,530 457,894 461,690 975,729 1,052,901 1,051,519 709,800 741,237 863,257 739,081 700,772 1,795,749 690,260 10,243,419 Employee Benefits 535,143 158,055 773,036 1,003,972 1,063,919 975,949 1,054,954 1,046,812 1,051,168 1,034,465 1,016,378 1,285,636 379,425 11,378,912 Books, Supplies and Services 128,906 779,643 1,211,857 867,315 431,192 684,504 591,806 564,549 757,661 601,020 667,793 1,215,247 3,749,085 12,250,578 Capital Outlay 0 0 0 0 0 0 0000000 0 Other Outgo 0 0 0 0 194,312 0 00000781,665 0 975,977 Interfund Transfers Out 0 0 0 0 0 382,457 191,848 1,488,579 192,731 192,290 192,290 383,696 0 3,023,891 TOTAL DISBURSEMENTS 1,007,022 1,700,962 5,626,586 5,988,434 5,915,461 6,216,340 5,687,421 7,026,110 6,056,951 5,783,281 5,725,335 8,946,429 5,162,388 70,842,720 PRIOR YEAR TRANSACTIONS Accounts Receivable 448,842 1,315,848 718,689 432,083 635,848 626,072 570,622 0 4,748,004 Accounts Payable 3,090,695 558,805 264,296 508,156 538,501 518,583 218,705 208,235 5,905,976 TOTAL PY TRANSACTIONS (2,641,853) 757,043 454,393 (76,073) 97,347 107,489 351,917 (208,235) 00000(1,157,972) NET INCREASE/DECREASE (734,083) 6,656,686 3,226,199 (4,698,258) (1,947,675) (314,925) 6,375,504 (4,151,323) (3,701,839) (1,346,493) (2,683,069) (4,561,476) 14,487,857 7,765,077 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 12,300,000 12,300,000 Cross FY TRAN Disbursements 7,000,000 7,000,000 ENDING CASH EXCLUDING TRAN ($2,611,443) $4,045,243 $7,271,442 $2,573,184 $625,509 $310,584 $6,686,088 $2,534,765 ($1,167,074) ($2,513,567) ($5,196,636) ($9,758,112) ($9,758,112) TRAN BALANCE AVAILABLE 7,000,000 7,000,000 7,000,000 7,000,000 0 0 0 0 12,300,000 12,300,000 12,300,000 12,300,000 12,300,000 ENDING CASH INCLUDING TRAN 4,388,557 11,045,243 14,271,442 9,573,184 625,509 310,584 6,686,088 2,534,765 11,132,926 9,786,433 7,103,364 2,541,888 2,541,888

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,541,888 $10,958,643 $18,761,384 $19,438,165 $15,019,754 $7,560,962 $576,538 $5,698,315 $1,060,689 $9,397,234 $7,856,232 $4,990,726 $2,541,888 BEGINNING CASH EXCLUDING TRAN ($9,758,112) ($3,841,357) $3,961,384 $4,638,165 $219,754 ($1,089,038) ($1,923,462) $4,448,315 $1,060,689 ($2,602,766) ($4,143,768) ($7,009,274) $2,541,888 RECEIPTS Revenue Limit Property Taxes 50,105 97,957 114,329 972 260,347 425,504 693,918 190,118 0 560,478 569,743 151,318 0 3,114,789 Principal Apportionment 0 265,029 3,724,452 0 3,114,736 3,114,736 8,799,031 189,556 0 1,693,924 549,330 0 14,387,500 35,838,294 2011-12 Deferrals 8,505,276 5,963,859 0 0 0 0 000000014,469,135 Other 0 0 0 0 0 0 00000115,478 0 115,478 Federal Revenue 42,712 1,544,410 1,039,114 42,490 29,560 357,318 244,986 384,849 1,130,270 697,010 1,084,073 547,056 3,821,233 10,965,081 Other State Revenue 116,404 1,161,134 1,015,531 850,243 410,951 93,161 1,335,626 1,728,708 863,242 557,635 150,835 2,075,347 1,130,645 11,489,462 Other Local Revenue 21,973 163,020 16,483 471,586 49,323 285,713 525,461 206,248 150,322 715,579 476,257 1,074,155 223,513 4,379,633 Interfund Transfer In 0 0 0 0 0 351,734 176,226 350,576 208,666 208,222 207,615 414,682 0 1,917,721 Other Financing Sources 0 0 0 0 0 0 0000000 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 8,736,470 9,195,409 5,909,909 1,365,291 3,864,917 4,628,166 11,775,248 3,050,055 2,352,500 4,432,848 3,037,853 4,378,036 19,562,891 82,289,593 DISBURSEMENTS Certificated Salaries 342,885 308,466 3,212,244 3,173,268 3,205,309 3,153,563 3,170,839 3,217,224 3,224,498 3,249,036 3,180,020 3,519,764 347,102 33,304,218 Classified Salaries 3,634 471,406 475,314 1,004,521 873,056 871,634 941,658 974,023 888,730 971,803 932,364 1,426,911 710,628 10,545,682 Employee Benefits 544,959 160,954 787,216 1,022,388 1,083,435 993,851 1,074,306 1,066,014 1,070,450 1,053,441 1,035,022 1,309,219 386,385 11,587,640 Books, Supplies and Services 108,847 658,325 1,023,284 732,355 364,096 577,991 499,717 476,701 639,764 507,497 563,880 1,026,147 3,165,703 10,344,307 Capital Outlay 0 0 0 0 0 0 0000000 0 Other Outgo 0 0 0 0 194,103 0 00000780,822 0 974,925 Interfund Transfers Out 0 0 0 0 0 382,025 191,631 384,144 192,513 192,073 192,073 383,262 0 1,917,721 TOTAL DISBURSEMENTS 1,000,325 1,599,151 5,498,058 5,932,532 5,719,999 5,979,064 5,878,151 6,118,106 6,015,955 5,973,850 5,903,359 8,446,125 4,609,818 68,674,493 PRIOR YEAR TRANSACTIONS Accounts Receivable 882,173 569,028 621,854 593,007 872,661 859,244 783,143 0 5,181,110 Accounts Payable 2,701,563 362,545 356,924 444,177 326,371 342,770 308,463 319,575 5,162,388 TOTAL PY TRANSACTIONS (1,819,390) 206,483 264,930 148,830 546,290 516,474 474,680 (319,575) 0000 18,722 NET INCREASE/DECREASE 5,916,755 7,802,741 676,781 (4,418,411) (1,308,792) (834,424) 6,371,777 (3,387,626) (3,663,455) (1,541,002) (2,865,506) (4,068,089) 14,953,073 13,615,100 TRAN FY TRAN Receipts 2,500,000 2,500,000 FY TRAN Disbursements 1,250,000 1,250,000 2,500,000 Cross FY TRAN Receipts 12,000,000 12,000,000 Cross FY TRAN Disbursements 6,150,000 6,150,000 12,300,000 ENDING CASH EXCLUDING TRAN ($3,841,357) $3,961,384 $4,638,165 $219,754 ($1,089,038) ($1,923,462) $4,448,315 $1,060,689 ($2,602,766) ($4,143,768) ($7,009,274) ($11,077,363) ($11,077,363) TRAN BALANCE AVAILABLE 14,800,000 14,800,000 14,800,000 14,800,000 8,650,000 2,500,000 1,250,000 0 12,000,000 12,000,000 12,000,000 12,000,000 12,000,000 ENDING CASH INCLUDING TRAN 10,958,643 18,761,384 19,438,165 15,019,754 7,560,962 576,538 5,698,315 1,060,689 9,397,234 7,856,232 4,990,726 922,637 922,637 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-202 A-202

PALMDALE SCHOOL DISTRICT

Palmdale School District 39139 North 10th Street East Palmdale, CA 93550 Attn: Assistant Director, Business Services

General

The District was established in 1888 and, as of June 30, 2011, operated nineteen elementary schools, five middle/intermediate schools and three learning centers. Encompassing over 75 square miles, the District is located in the City of Palmdale in Los Angeles County.

Organization

The District is governed by a five-member Board of Trustees, whose members are elected to staggered four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General obligation bonds $21,661,817 Unamortized premium 882,349 Certificates of participation 26,558,457 Unamortized discount (181,754) Compensated absences 2,667,096 Capital Leases 1,906,762 Other postemployment benefits 27,646,111 Early retirement incentive 249,023 TOTAL LONG-TERM OBLIGATIONS $81,400,161

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $20,000,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on June 29, 2012. The District expects to have set aside all moneys necessary to repay these 2011-12 Series A-1 Notes on February 24, 2012, which is prior to the delivery date of the Certificates.

Collective Bargaining Agreements

The Classified employees and the Board of Trustees approved a contract effective November 1, 2010 to October 31, 2013 in January 2012. The Certificated employees and the Board of Trustees approved a contract effective July 1, 2011 to June 30, 2014 in June 2011.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments:

o The District received exemptions to the July, August, October 2011 and March 2012 AB82 deferrals representing $16,615,669 of cash available;

A-203A-179

o The ongoing cross-year deferrals represent $38,424,692 in deferrals into July and August 2012;

o Reduction to fiscal year 2011-12 revenue limit of $246,250 per AB114 and LACOE Bulletin #142 dated December 22, 2011;

 Reduction to fiscal year 2011-12 Other State Revenue of $150,688 to reflect a 50% reduction in Pupil Transportation revenues;

 Reduction to 2012-13 Other State Revenue of $301,378 to reflect a 100% reduction to Pupil Transportation;

 Step and Column increases assumed at 1.5%;

 Reduction in total benefits of 0.65% assuming increase in rates and reduction in staffing;

 The First Interim Report assumes a trigger cut to revenue limit projected at $252/ADA or $5,060,057;

 If the State Budget cuts deepen, options to reduce District expenditures include labor force reduction, across the board salary reductions and mandatory furlough days.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below. Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 20,550 $5,601.85 2008-09 20,045 5,452.73 2009-10 19,570 5,034.92 2010-11 19,451 5,061.39 2011-12(1) 19,094 5,060.83 ______(1) Reflects the mid-year budget cuts.

Assessed Value PALMDALE SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Local Total Before Fiscal Year Secured Utility Unsecured Rdv. Increment

2007-08 $8,931,600,527 $1,895,598 $191,017,588 $9,124,513,713 2008-09 9,212,209,815 1,862,152 205,783,616 9,419,855,583 2009-10 7,846,829,515 1,789,252 197,089,152 8,045,707,919 2010-11 6,828,655,821 1,513,200 187,070,397 7,017,239,418 2011-12 6,952,766,664 963,200 193,440,024 7,147,169,888 ______Source: California Municipal Statistics, Inc.

A-204A-180

Retirement Systems

Fiscal Year Contribution

2010-11 $6,051,889 2009-10 6,185,295 2008-09 6,302,070

Fiscal Year Contribution

2010-11 $2,446,732 2009-10 2,340,010 2008-09 2,191,808

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. As of the June 30, 2010 actuarial valuation, membership consisted of 194 retirees and beneficiaries, 50 terminated Plan members entitled to but not yet receiving benefits, and 1,641 active plan members. According to this valuation, the Annual Required Contribution was $12,111,923 and the District’s UAAL was $99,080,873. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the District’s Board of Trustees. For fiscal year 2010-11, the District contributed $4,102,941 towards OPEBs. When added to the interest due on the previous net OPEB obligation and that outstanding obligation, the District’s total net OPEB obligation was $27,646,411 as of June 30, 2011.

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Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013

Cafeteria Fund $1,798,883 $1,998,883 $1,990,000 Special Reserve Fund for OPEBs 170,587 172,587 174,587 Special Reserve Fund 1,234,965 1,132,465 775,000

Total $3,204,435 $ 3,303,935 $2,939,587

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

PALMDALE SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND

2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED BEGINNING FUND BALANCE - revised $ 45,747,795 $ 46,846,561 $ 46,566,121 Total Revenues 211,628,065 198,215,860 200,412,550 Total Beginning Fund Balance and Revenues 257,375,860 245,062,421 246,978,671 Total Expenditures 209,588,784 206,737,656 203,200,601 Other Financing Sources (Uses) (940,515) 8,072,988 (228,683) ENDING FUND BALANCE $ 46,846,561 $ 46,397,753 $ 43,549,387

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

PALMDALE SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 46,397,753 $ 41,379,790 Total Revenues 205,802,237 150,868,713 Total Beginning Fund Balance and 252,199,990 192,248,503 Revenues Total Expenditures 222,693,155 176,079,296 Other Financing Sources (Uses) 0 (748,217) ENDING FUND BALANCE $ 29,506,835 $ 15,420,990 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for Fiscal Year 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund Balance Sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

PALMDALE SCHOOL DISTRICT GENERAL FUND BALANCE SHEET FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $62,300,181 $71,403,691 $69,263,460

Liabilities $15,453,620 $25,005,938 $25,714,073 Fund Balance 46,846,561 46,397,753 43,549,387 Total Liabilities and Fund Balance $62,300,181 $71,403,691 $69,263,460

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Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

PALMDALE SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $3,768,556.61 $142,986.70 3.79% 2007-08 4,443,935.12 223,176.56 5.02 2008-09 4,571,917.67 215,327.67 4.71 2009-10 3,919,793.26 135,118.40 3.45 2010-11 3,454,356.83 83,211.83 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $1,214,019.75 $122,093.26 10.06% 2007-08 1,482,040.62 189,134.09 12.76 2008-09 1,649,256.98 134,257.10 8.14 2009-10 1,513,851.83 68,498.04 4.52 2010-11 1,553,344.79 53,513.43 3.45 ______(1) 1% general fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) General Obligation Bond debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

PALMDALE SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. Lockheed Corp. Industrial $308,276,958 4.43% 2. Universal Health Services Hospital 135,326,268 1.95 3. Antelope Valley Mall LLC Shopping Center 104,016,235 1.50 4. Hoprock Palmdale LLC, Lessor Shopping Center 67,497,382 0.97 5. Wal Mart Real Estate Business Trust Commercial 53,521,861 0.77 $668,638,704 9.62% ______(1) 2011-12 Local Secured Assessed Valuation: $6,952,766,664. Source: California Municipal Statistics, Inc.

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PALMDALE SCHOOL DISTRICT CASH FLOWS

A-209A-185 Palmdale Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $22,552,765 $60,049,691 $74,781,796 $73,065,753 $75,319,561 $77,033,939 $77,391,865 $64,870,588 $46,384,332 $61,113,686 $51,510,758 $40,517,271 $22,552,765 BEGINNING CASH EXCLUDING TRAN $22,552,765 $40,049,691 $54,781,796 $53,065,753 $55,319,561 $57,033,939 $57,391,865 $54,870,588 $46,384,332 $41,113,686 $31,510,758 $20,517,271 $22,552,765 RECEIPTS Revenue Limit Property Taxes 204,468 201,591 232,130 0 484,383 880,253 1,169,222 210,139 23,050 166,873 173,750 0 3,745,859 Principal Apportionment 4,372,544 4,372,544 8,033,798 7,870,581 7,988,349 7,988,349 7,864,897 541,374 3,774,893 1,202,596 1,567,345 41,383,743 96,961,013 2010-11 Deferrals 1,727,448 10,787,891 6,260,528 0 000000 18,775,867 Other 0 225,040 225,040 Federal Revenue 912,274 808,508 1,386,486 1,351,176 1,641,694 381,492 121,073 186,876 5,212,924 56,715 18,929 3,556,572 4,221,962 19,856,681 Other State Revenue 4,632,244 7,594,223 0 7,254,479 2,894,595 2,531,766 2,072,264 1,305,042 1,277,298 1,593,874 510,847 0 5,539,798 37,206,429 Other Local Revenue 558,103 0 62,628 810,203 459,256 1,836 23,723 127,799 26,898 31,359 20,223 0 0 2,122,028 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 12,407,081 23,764,757 15,975,570 17,286,439 13,468,277 11,783,696 11,251,179 2,371,230 10,315,062 3,051,417 2,291,094 3,556,572 51,370,542 178,892,916 DISBURSEMENTS Certificated Salaries 5,628,631 5,763,087 5,873,006 6,024,185 6,226,274 6,069,436 6,496,924 6,496,924 6,496,924 6,496,924 6,496,924 6,496,924 400,061 74,966,224 Classified Salaries 185,600 944,865 1,276,688 1,728,057 1,708,721 1,613,199 1,630,822 1,630,822 1,630,822 1,630,822 1,630,822 1,630,822 1,630,822 18,872,883 Employee Benefits 2,099,639 2,373,392 2,617,374 3,370,134 3,256,813 3,053,955 3,907,929 3,907,929 3,907,929 3,907,929 3,907,929 3,547,785 0 39,858,736 Books, Supplies and Services 1,010,540 971,748 2,876,363 1,975,223 1,914,400 1,045,547 1,536,313 1,255,776 3,198,023 1,549,808 1,159,777 5,631,736 13,129,174 37,254,427 Capital Outlay 18,416 16,185 24,168 40,162 4,783 16,063 2,763 20,374 114,710 257,624 Other Outgo 127,694 40,009 26,240 127,694 195,686 84,212 349,247 120,958 89,130 201,177 171,893 1,533,939 Interfund Transfers Out 748,217 748,217 TOTAL DISBURSEMENTS 8,924,411 10,071,508 12,787,311 13,161,775 13,132,448 11,949,993 13,772,456 13,391,726 15,585,709 13,706,440 13,284,581 18,277,035 15,446,659 173,492,050 PRIOR YEAR TRANSACTIONS Accounts Receivable 388,477 (97,220) 10,911,091 464,251 466,243 2,155,479 2,534,240 1,052,094 17,874,655 Accounts Payable (13,625,779) (1,136,077) 15,815,393 2,335,108 (912,307) 1,631,256 4,107,594 TOTAL PY TRANSACTIONS 14,014,256 1,038,856 (4,904,302) (1,870,857) 1,378,549 524,223 0 2,534,240 0 1,052,094 0 0 0 13,767,061 NET INCREASE/DECREASE 17,496,926 14,732,105 (1,716,043) 2,253,807 1,714,379 357,926 (2,521,277) (8,486,256) (5,270,646) (9,602,928) (10,993,487) (14,720,462) 35,923,883 5,400,866 TRAN FY TRAN Receipts 20,000,000 20,000,000 FY TRAN Disbursements 10,000,000 10,000,000 20,000,000 Cross FY TRAN Receipts 20,000,000 20,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $40,049,691 $54,781,796 $53,065,753 $55,319,561 $57,033,939 $57,391,865 $54,870,588 $46,384,332 $41,113,686 $31,510,758 $20,517,271 $5,796,808 $5,796,808 TRAN BALANCE AVAILABLE 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 10,000,000 0 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 ENDING CASH INCLUDING TRAN 60,049,691 74,781,796 73,065,753 75,319,561 77,033,939 77,391,865 64,870,588 46,384,332 61,113,686 51,510,758 40,517,271 25,796,808 25,796,808

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $25,796,808 $28,955,600 $40,996,202 $40,313,608 $28,374,459 $16,470,102 $15,280,224 $18,942,248 $6,785,083 $27,155,861 $19,082,327 $14,053,697 $25,796,808 BEGINNING CASH EXCLUDING TRAN $5,796,808 $8,955,600 $20,996,202 $20,313,608 $18,374,459 $16,470,102 $15,280,224 $18,942,248 $6,785,083 $2,155,861 ($5,917,673) ($10,946,303) $25,796,808 RECEIPTS Revenue Limit Property Taxes 209,850 196,209 245,720 716,699 904,709 120,646 751,485 267,244 3,412,562 Principal Apportionment 4,372,545 4,372,545 7,870,581 7,870,581 7,870,581 7,870,581 7,870,581 472,235 3,069,527 944,470 1,259,293 0 43,876,836 97,720,355 2011-12 Deferrals 24,243,841 17,139,902 41,383,743 Other 256,399 256,399 Federal Revenue 1,201,853 808,508 2,164,625 2,972,888 2,972,888 2,972,888 2,972,888 2,972,888 2,972,888 22,012,313 Other State Revenue 4,030,343 2,948,890 1,603,868 3,007,680 3,007,680 2,980,556 3,034,804 3,034,804 3,061,928 26,710,553 Other Local Revenue 558,104 140,526 137,547 137,547 137,547 137,547 137,547 137,547 137,547 137,547 137,547 1,936,550 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 34,872,934 25,466,054 12,025,320 10,981,016 11,015,808 11,697,715 14,893,404 730,428 6,179,961 4,814,058 7,671,776 3,172,351 49,911,652 193,432,475 DISBURSEMENTS Certificated Salaries 6,382,409 5,763,087 5,873,006 5,596,247 5,596,247 5,596,247 5,596,247 5,596,247 5,596,247 5,596,247 5,596,247 5,596,247 68,384,727 Classified Salaries 3,477,747 944,865 1,276,688 1,069,879 1,069,879 1,069,879 1,069,879 1,069,879 1,069,879 1,069,879 1,069,879 1,069,879 1,069,879 16,398,090 Employee Benefits 1,388,230 2,373,392 2,617,374 3,589,087 3,589,087 3,589,087 3,589,087 3,589,087 3,589,087 3,589,087 3,589,087 3,589,087 3,589,087 42,269,863 Books, Supplies and Services 13,909,003 971,748 2,876,363 2,445,193 2,445,193 2,445,193 2,445,193 2,445,193 2,445,193 2,445,193 2,445,193 2,445,193 2,445,193 42,209,040 Capital Outlay 114,710 18,416 16,185 32,573 32,573 32,573 32,573 65,146 344,748 Other Outgo 34,769 127,694 187,187 187,187 187,187 187,187 187,187 187,187 187,187 0 0 143,826 1,616,598 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 25,306,869 10,071,508 12,787,311 12,920,165 12,920,165 12,887,592 12,920,165 12,887,592 12,920,165 12,887,592 12,700,405 12,700,405 7,313,130 171,223,066 PRIOR YEAR TRANSACTIONS Accounts Receivable 5,764,838 1,688,784 2,110,982 422,196 9,986,800 Accounts Payable 6,407,273 3,353,944 5,685,441 15,446,658 TOTAL PY TRANSACTIONS (6,407,273) (3,353,944) 79,397 0 0 0 1,688,784 0 2,110,982 0 0 422,196 (5,459,858) NET INCREASE/DECREASE 3,158,792 12,040,602 (682,594) (1,939,149) (1,904,357) (1,189,877) 3,662,023 (12,157,164) (4,629,222) (8,073,535) (5,028,630) (9,105,859) 42,598,522 22,209,410 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 25,000,000 25,000,000 Cross FY TRAN Disbursements 10,000,000 10,000,000 20,000,000 ENDING CASH EXCLUDING TRAN $8,955,600 $20,996,202 $20,313,608 $18,374,459 $16,470,102 $15,280,224 $18,942,248 $6,785,083 $2,155,861 ($5,917,673) ($10,946,303) ($20,052,162) ($20,052,162) TRAN BALANCE AVAILABLE 20,000,000 20,000,000 20,000,000 10,000,000 0 0 0 0 25,000,000 25,000,000 25,000,000 25,000,000 25,000,000 ENDING CASH INCLUDING TRAN 28,955,600 40,996,202 40,313,608 28,374,459 16,470,102 15,280,224 18,942,248 6,785,083 27,155,861 19,082,327 14,053,697 4,947,838 4,947,838 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT

Palos Verdes Peninsula Unified School District 375 Via Almar Palos Verdes Estates, CA 90274 Attn: Director of Fiscal Services

General

The District was established in 1961 and is comprised of an area of approximately 24.42 square miles located in the western portion of Los Angeles County. As of June 30, 2011, the District operated nine K-5 schools, one 1-5 school, two kindergarten schools, three 6-8 schools, two four-year high schools, one continuation high school and one adult education school, a special education early childhood education program, a fee-based preschool and a child care program. The District serves the communities of Palos Verdes Estates, Rancho Palos Verdes, Rolling Hills Estates and the City of Rolling Hills.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General obligation bonds $89,766,807 Premium on issuance 1,346,888 Discount on issuance (52,473) Accumulated vacation – net 1,451,137 Supplemental Early Retirement Plan (SERP) 564,235 Other postemployment benefits 978,496 TOTAL LONG-TERM OBLIGATIONS $94,055,090

Collective Bargaining Agreements

The District’s contract with the Palos Verdes Faculty Association (“PVFA”-certificated staff) expired on June 30, 2011. The certificated staff will continue to work under the terms of the previous contract until a new agreement is finalized. The District and CSEA are in the second year of a three year contract that will expire on June 30, 2012 and has re-openers for salaries and benefits for 2011-12. Additionally, the District and CSEA agreed to a Memorandum of Understanding (MOU) in 2011-12 allowing for six furlough days with a commensurate reduction in pay.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Reflects LACOE Informational Bulletin #142 including a $13.06 per ADA reduction;  Current CSEA MOU including furlough days in fiscal year 2011-12 expires in fiscal year 2012-13. District has assumed additional cost of $400,000 to absorb the addition of these days. District has assumed all other employee payroll and benefit expenditures to increase 1.5% over fiscal year 2011-12;  Adjusted Budget assumptions - $330 per ADA reduction Revised Budget assumptions – flat funding (added back $330 per ADA reduction); First Interim assumptions – $260.40 per ADA reduction anticipated revisions – add back $247.34 per ADA;  District assumed a per ADA reduction of $13.06 in fiscal year 2011-12 as well as COLA adjustment in fiscal year 2012-13 of 3.10% as per LACOE Bulletin #109 and #142;  The First Interim report reflected deeper cuts than are currently anticipated ($260.40 per ADA compared to $13.06 per ADA). The District’s plan with this reduction was to spend down reserves to $3.52% in fiscal year 2013-14. The District did not include reductions in staffing or to other costs in the multi-year projections. So, if the cuts were to extend beyond the $260.40 per ADA reduction, or to continue to multiple years, the District would plan to decrease expenditures in either staffing (negotiations required) or in supplies/services/capital outlay;  In November 2011, Measure M passed with 68.85% support to levy a Parcel Tax of $374 per parcel. The Board of Education has the option to adjust the levy annually for inflation;  District assumption for Mental Health is an expense of $1.2 million with revenue of $700,000.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 11,697 $5,778.95 2008-09 11,720 5,628.84 2009-10 11,536 5,200.75 2010-11 11,574 5,205.21 2011-12(1) 11,585 4,963.53 ______(1) Projected in the District’s 2011-12 First Interim Report.

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Assessed Value

PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $16,181,772,306 $448,000 $74,569,707 $16,256,790,013 2008-09 17,022,911,505 448,000 80,532,456 17,103,891,961 2009-10 17,298,583,217 448,000 79,676,130 17,378,707,347 2010-11 17,475,528,812 448,000 72,206,216 17,548,183,028 2011-12 17,924,477,448 448,000 99,252,693 18,024,178,141 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $3,662,866 2009-10 3,716,134 2008-09 3,963,870

Fiscal Year Contribution

2010-11 $1,901,235 2009-10 1,744,076 2008-09 1,701,313

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Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. An actuarial study, dated as of July 1, 2010, estimated the District’s unfunded actuarial accrued liability to be $6,610,213 and the annual required contribution to be $705,325. The number of retirees and beneficiaries receiving benefits were 259 and 807 active plan members according to the study. The District contributed $364,567 in 2010-11, leaving a net OPEB obligation of $978,496 as of June 30, 2011. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the Governing Board.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Cash held with JPA $1,662,061 $1,700,000 $1,700,000 Adult Education Fund 103,199 164,102 164,102 Deferred Maintenance Fund 675,932 725,218 725,218 Reserve Fund for Budget Contingency 1,474,743 1,482,041 1,482,041 Reserve Fund for Postemployement Benefits 2,258,885 2,227,792 2,227,792 Enterprise Fund 2,575,589 2,935,870 2,935,870

Total $8,750,409 $9,235,023 $9,235,023

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 9,755,580 $ 13,500,649 $ 8,810,243 Total Revenues 100,231,906 88,721,050 98,659,701 Total Beginning Fund Balance and Revenues 109,987,486 102,221,699 107,469,944 Total Expenditures 96,486,837 91,382,349 95,559,506 Other Financing Sources (Uses) 0 (2,029,107) (1,417,124) ENDING FUND BALANCE $ 13,500,649 $ 8,810,243 $ 10,493,314

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 8,810,243 $ 10,976,053 Total Revenues 95,534,637 89,975,762 Total Beginning Fund Balance and Revenues 104,344,880 100,951,815 Total Expenditures 95,698,604 94,561,135 Other Financing Sources (Uses) (987,963) (782,385) ENDING FUND BALANCE $ 7,658,313 $ 5,608,295 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for Fiscal Year 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $23,807,712 $21,049,076 $27,639,909

Liabilities $10,307,063 $12,238,833 $11,254,022 Fund Balance 13,500,649 8,810,243 16,385,887 Total Liabilities and Fund Balance $23,807,712 $21,049,076 $27,639,909

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $28,421,108.10 $1,077,754.98 3.79% 2007-08 30,450,523.17 1,529,585.90 5.02 2008-09 31,942,990.44 1,502,976.87 4.71 2009-10 32,372,971.98 1,115,656.84 3.45 2010-11 32,836,272.55 791,423.04 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,132,449.02 $42,101.12 1.97% 2007-08 3,183,327.20 73,568.62 2.31 2008-09 3,410,881.25 92,710.96 2.72 2009-10 3,711,108.13 81,183.32 2.19 2010-11 3,950,431.73 54,988.46 1.39 ______(1) 1% General Fund Apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Long Point Development LLC Hotel $331,377,907 1.85% 2. Stopen LLC Shopping Center 92,900,018 0.52 3. PPC Villas RPV LLC Apartments 64,189,287 0.36 4. Principal Life Insurance Company Shopping Center 57,111,797 0.32 5. PV Victoria Apartments LLC Apartments 47,055,126 0.26 $592,634,135 3.31% ______(1) 2011-12 Local Secured Assessed Valuation: $17,924,477,448. Source: California Municipal Statistics, Inc.

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PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT CASH FLOWS

A-217A-192 Palos Verdes Peninsula Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $7,101,551 $11,207,331 $14,943,529 $19,965,591 $13,553,048 $7,173,901 $21,095,743 $20,305,962 $13,353,556 $10,809,491 $17,049,317 $14,750,680 $7,101,551 BEGINNING CASH EXCLUDING TRAN $3,801,551 $2,907,331 $6,643,529 $11,665,591 $5,253,048 $2,173,901 $16,095,743 $17,805,962 $13,353,556 $5,809,491 $12,049,317 $9,750,680 $7,101,551 RECEIPTS Revenue Limit Property Taxes 1,201,250 1,401,476 0 0 890,954 13,484,547 3,432,336 1,786,473 0 10,266,794 2,689,032 89,699 35,242,560 Principal Apportionment 0 0 2,881,921 0 2,194,389 2,194,389 6,139,414 133,647 0 1,229,550 400,940 0 10,264,068 25,438,317 2010-11 Deferrals 1,667,320 3,073,868 1,783,858 0 0 0 000000 6,525,046 Other 0 0 0 0 0 0 000000 0 Federal Revenue 628 785,662 257,331 7,011 33,017 373,610 10,114 461,974 16,516 511,517 564,317 533,584 3,555,282 Other State Revenue 860,932 1,364,204 1,641,120 840,892 1,194,482 521,710 2,192,120 956,559 835,429 1,233,333 1,022,719 1,143,075 862,459 14,669,034 Other Local Revenue 322,641 399,733 1,104,645 640,242 296,030 3,347,829 1,329,020 781,170 613,605 1,719,226 1,220,063 1,976,775 13,750,980 Interfund Transfer In 2,799,309 2,799,309 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 4,052,771 7,024,943 7,668,875 1,488,145 4,608,873 22,721,394 13,103,004 4,119,823 1,465,550 14,960,420 5,897,071 3,743,133 11,126,526 101,980,528 DISBURSEMENTS Certificated Salaries 0 572,302 426,898 4,243,511 4,315,806 4,495,432 4,290,949 4,480,020 4,377,481 4,344,143 4,318,397 9,173,914 0 45,038,853 Classified Salaries 0 981,451 751,348 1,525,178 1,587,517 1,666,819 1,478,779 1,653,755 1,520,249 1,522,812 1,451,074 3,001,391 0 17,140,373 Employee Benefits 24,815 350,179 345,122 1,384,277 1,388,115 1,413,999 1,288,460 1,339,734 1,308,286 1,302,271 1,281,809 2,757,820 0 14,184,886 Books, Supplies and Services 303,886 1,779,817 773,097 624,884 1,121,171 1,307,397 1,028,623 1,055,534 1,799,538 1,361,900 1,101,635 2,014,902 2,673,644 16,946,030 Capital Outlay 920 36,523 90,280 10,651 0 0 19,540 0 0 0 21,141 67,614 0 246,668 Other Outgo (1) (132) (94) 97,256 0 28,987 487,125 43,186 4,061 189,468 21,652 14,310 118,506 1,004,325 Interfund Transfers Out 0 0 0 0 0 0 2,799,309 0000782,385 0 3,581,694 TOTAL DISBURSEMENTS 329,619 3,720,140 2,386,651 7,885,757 8,412,610 8,912,633 11,392,785 8,572,229 9,009,616 8,720,593 8,195,708 17,812,337 2,792,150 98,142,828 PRIOR YEAR TRANSACTIONS Accounts Receivable 2,830,497 431,396 909,511 288,535 724,589 113,081 5,297,610 Accounts Payable 7,447,869 1,169,674 303,466 8,921,009 TOTAL PY TRANSACTIONS (4,617,372) 431,396 (260,163) (14,931) 724,589 113,081 0000000(3,623,399) NET INCREASE/DECREASE (894,220) 3,736,198 5,022,062 (6,412,543) (3,079,147) 13,921,842 1,710,220 (4,452,406) (7,544,065) 6,239,826 (2,298,637) (14,069,205) 8,334,376 3,837,700 TRAN FY TRAN Receipts 5,000,000 5,000,000 FY TRAN Disbursements 2,500,000 2,500,000 5,000,000 Cross FY TRAN Receipts 5,000,000 5,000,000 Cross FY TRAN Disbursements 3,300,000 3,300,000 ENDING CASH EXCLUDING TRAN $2,907,331 $6,643,529 $11,665,591 $5,253,048 $2,173,901 $16,095,743 $17,805,962 $13,353,556 $5,809,491 $12,049,317 $9,750,680 ($4,318,524) ($4,318,524) TRAN BALANCE AVAILABLE 8,300,000 8,300,000 8,300,000 8,300,000 5,000,000 5,000,000 2,500,000 0 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 ENDING CASH INCLUDING TRAN 11,207,331 14,943,529 19,965,591 13,553,048 7,173,901 21,095,743 20,305,962 13,353,556 10,809,491 17,049,317 14,750,680 681,476 681,476

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $681,476 $6,009,718 $10,466,025 $14,353,143 $7,858,376 $1,795,744 $10,516,755 $15,804,024 $11,237,166 $11,188,975 $17,379,854 $14,980,403 $681,476 BEGINNING CASH EXCLUDING TRAN ($4,318,524) $1,009,718 $5,466,025 $9,353,143 $2,858,376 ($704,256) $10,516,755 $15,804,024 $11,237,166 $3,688,975 $9,879,854 $7,480,403 $681,476 RECEIPTS Revenue Limit Property Taxes 1,201,250 1,401,476 0 0 890,954 13,484,547 3,432,336 1,786,473 0 10,266,794 2,689,032 89,698 35,242,560 Principal Apportionment 0 0 3,280,216 0 2,497,626 2,497,626 6,987,804 138,757 0 1,276,565 416,271 0 10,656,540 27,751,405 2011-12 Deferrals 6,040,831 4,223,236 10,264,068 Other 0 Federal Revenue 559 699,511 229,114 6,242 29,397 332,642 9,005 411,316 14,705 455,427 502,438 475,074 3,165,430 Other State Revenue 861,147 1,364,545 1,641,530 841,102 1,194,781 521,840 2,192,668 956,798 835,638 1,233,642 1,022,975 1,143,360 862,676 14,672,702 Other Local Revenue 322,641 399,733 1,104,645 640,242 296,030 3,347,829 1,329,020 781,170 613,605 1,719,226 1,220,063 1,976,775 13,750,980 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 8,426,428 8,088,501 6,255,505 1,487,586 4,908,788 20,184,484 13,950,833 4,074,514 1,463,948 14,951,653 5,850,779 3,684,907 11,519,216 104,847,145 DISBURSEMENTS Certificated Salaries 0 581,000 433,387 4,308,009 4,381,403 4,563,758 4,356,168 4,548,112 4,444,015 4,410,170 4,384,033 9,313,349 0 45,723,404 Classified Salaries 0 1,019,077 780,152 1,583,648 1,648,377 1,730,719 1,535,471 1,717,154 1,578,531 1,581,191 1,506,704 3,116,455 0 17,797,479 Employee Benefits 25,187 355,432 350,299 1,405,041 1,408,937 1,435,209 1,307,787 1,359,830 1,327,910 1,321,805 1,301,036 2,799,186 0 14,397,659 Books, Supplies and Services 279,907 1,639,378 712,094 575,577 1,032,703 1,204,234 947,458 972,245 1,657,542 1,254,436 1,014,709 1,855,914 2,462,675 15,608,872 Capital Outlay 943 37,442 92,552 10,919 0 0 20,031 0 0 0 21,673 69,315 0 252,875 Other Outgo (1) (135) (96) 99,158 0 29,554 496,649 44,031 4,141 193,173 22,075 14,589 120,823 1,023,961 Interfund Transfers Out 0 0 0 0 0 0 0000782,385 0 782,385 TOTAL DISBURSEMENTS 306,036 3,632,194 2,368,388 7,982,352 8,471,420 8,963,474 8,663,564 8,641,372 9,012,139 8,760,775 8,250,230 17,951,193 2,583,498 95,586,635 PRIOR YEAR TRANSACTIONS Accounts Receivable 0 Accounts Payable 2,792,150 2,792,150 TOTAL PY TRANSACTIONS (2,792,150) 0 0 0 0 0 000000 (2,792,150) NET INCREASE/DECREASE 5,328,242 4,456,307 3,887,117 (6,494,766) (3,562,632) 11,221,010 5,287,269 (4,566,858) (7,548,191) 6,190,878 (2,399,451) (14,266,286) 8,935,718 9,260,510 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 7,500,000 7,500,000 Cross FY TRAN Disbursements 2,500,000 2,500,000 5,000,000 ENDING CASH EXCLUDING TRAN $1,009,718 $5,466,025 $9,353,143 $2,858,376 ($704,256) $10,516,755 $15,804,024 $11,237,166 $3,688,975 $9,879,854 $7,480,403 ($6,785,882) ($6,785,882) TRAN BALANCE AVAILABLE 5,000,000 5,000,000 5,000,000 5,000,000 2,500,000 0 0 0 7,500,000 7,500,000 7,500,000 7,500,000 7,500,000 ENDING CASH INCLUDING TRAN 6,009,718 10,466,025 14,353,143 7,858,376 1,795,744 10,516,755 15,804,024 11,237,166 11,188,975 17,379,854 14,980,403 714,118 714,118 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-218 A-218

POMONA UNIFIED SCHOOL DISTRICT

Pomona Unified School District 800 South Garey Avenue Pomona, CA 91766 Attn: Director of Fiscal Services

General

The Pomona Unified School District was established in 1954 and consists of an area comprising approximately 32 square miles. As of June 30, 2011, the District operated twenty-nine elementary schools, four middle schools, three academy schools, four high schools including two alternative high schools, a charter school, an adult education program, and a child development program.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General obligation bonds $215,103,661 Lease revenue bonds 30,455,000 Accumulated vacation – net 409,761 Capital leases 150,000 Early retirement incentive 11,121,136 Other postemployment benefits 7,819,201 TOTAL LONG-TERM OBLIGATIONS $265,058,759

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District is in the third year of a three year contract which expires on June 30, 2012 with its certificated employees who are represented by the Associated Pomona Teachers (“APT”). The APT contract contains annual reopeners for items related to compensation. The classified staff, represented by CSEA, had a contract with the District that expired on June 30, 2011. The District and CSEA are in negotiations and are moving through the collective bargaining process as prescribed by State laws and regulations.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferrals: Based on the Principal Schedule for fiscal year 2011-12 provided by the County Office of Education. The amount deferred for fiscal year 2011-12 is approximately $50 million.

 Projected ADA for fiscal year 2011-12: 27,736.44. Projected ADA for fiscal year 2012-13: 25,451.78. Difference due to declining enrollments.

A-219A-193

 Employee benefit changes and assumptions for step-and-column increases: 1.5% step increase for Certificated and 1.0% step increase for Classified staff.

 The District anticipates making additional reductions to the budget for fiscal year 2011-12 in order to meet required reserves for the multiyear projections. Current year reductions include implementation of a hiring freeze which may result in additional savings (not included in current projections).

 Cash flow includes amounts being deferred for fiscal years 2011-12 and 2012-13 with no reduction for trigger cuts.

 The District has submitted a Fiscal Stabilization Plan with its First Interim Report. In addition, the Fiscal Stabilization Plan includes options for fiscal year 2012-13.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 29,145 $5,785.30 2008-09 28,519 5,634.69 2009-10 27,457 5,205.93 2010-11 26,739 5,246.00 2011-12(1) 26,855 5,131.47 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

POMONA UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $10,599,079,635 $1,029,798 $446,050,658 $11,046,160,091 2008-09 11,250,783,731 1,029,783 453,665,202 11,705,478,716 2009-10 10,600,717,047 1,027,245 470,676,626 11,072,420,918 2010-11 10,340,408,059 1,027,350 432,442,856 10,773,878,265 2011-12 10,360,475,978 894,632 440,094,855 10,801,465,465 ______Source: California Municipal Statistics, Inc.

A-220A-194

Retirement Systems

Fiscal Year Contribution

2010-11 $10,519,578 2009-10 11,366,067 2008-09 11,932,781

Fiscal Year Contribution

2010-11 $4,682,646 2009-10 4,567,463 2008-09 4,491,322

Post Employment Benefits

The District provides medical insurance benefits to eligible retirees. Membership of the postemployment benefit plan consists of 480 retirees currently receiving benefits and 3,135 active plan members. An actuarial study, dated as of July 1, 2009, estimated the District’s unfunded actuarial accrued liability to be $30,597,000 and the annual required contribution to be $3,179,000. The contribution requirements of plan members and the District are established and may be amended by the District and the employees’ groups. The required contribution is based on projected pay-as-you-go financing requirements. For fiscal year 2010-11, the District contributed $1,410,012 (all of which was used for current premiums), leaving a net OPEB obligation of $7,819,201.

A-221A-195

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Capital Facilities Fund $ 9,997,753 $10,178,913 $10,000,000 County Schools Facilities Fund 8,080,439 7,961,365 7,650,000 Special Reserve Fund for Capital Outlay 21,895,661 24,494,462 21,000,000 Self Insurance Fund 16,324,057 20,799,691 22,000,000

Total $56,297,910 $63,434,431 $60,650,000

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

POMONA UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 51,754,807 $ 45,201,296 $ 41,685,263 Total Revenues 269,904,544 257,061,566 250,380,849 Total Beginning Fund Balance and Revenues 321,659,351 302,262,862 292,066,112 Total Expenditures 272,096,955 260,739,171 251,045,172 Other Financing Sources (Uses) (4,361,100) 161,572 (10,316,843) ENDING FUND BALANCE $ 45,201,296 $ 41,685,263 $ 30,704,097

A-222A-196

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

POMONA UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 41,685,263 $ 30,704,097 Total Revenues 253,689,154 239,452,436 Total Beginning Fund Balance and Revenues 295,374,417 270,156,533 Total Expenditures 273,103,415 250,154,991 Other Financing Sources (Uses) (8,516,843) (4,804,807) ENDING FUND BALANCE $ 13,754,159 $ 15,196,735 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

POMONA UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $80,544,445 $75,658,876 $86,661,955

Liabilities $35,343,149 $33,973,613 $55,957,858 Fund Balance 45,201,296 41,685,263 30,704,097 Total Liabilities and Fund Balance $80,544,445 $75,658,876 $86,661,955

A-223A-197

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

POMONA UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $16,898,009.94 $636,411.48 3.77% 2007-08 18,621,717.09 928,638.76 4.99 2008-09 19,641,849.04 918,565.72 4.68 2009-10 18,556,820.26 635,112.77 3.42 2010-11 18,160,432.79 434,616.77 2.39

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $11,696,591.46 $694,959.98 5.94% 2007-08 11,934,437.40 915,169.79 7.67 2008-09 12,747,141.02 747,712.02 5.87 2009-10 15,164,477.45 652,620.72 4.30 2010-11 17,852,327.77 483,288.48 2.71 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Bond debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

POMONA UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Industry East Land LLC Industrial $190,609,192 1.84% 2. Realty Associates Funds Industrial 72,999,583 0.70 3. KTR Pomona LLC Industrial 55,004,392 0.53 4. Grand Avenue Venture LLC Industrial 29,474,378 0.28 5. Ripon Cogeneration LLC Industrial 28,806,037 0.28 $376,893,582 3.64% ______(1) 2011-12 Local Secured Assessed Valuation: $10,360,475,978. Source: California Municipal Statistics, Inc.

A-224A-198

POMONA UNIFIED SCHOOL DISTRICT CASH FLOWS

A-225A-199 Pomona Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $27,173,105 $18,391,504 $33,807,372 $60,796,513 $44,848,012 $19,728,966 $26,101,498 $44,876,905 $27,379,313 $54,804,398 $50,047,574 $35,360,156 $27,173,105 BEGINNING CASH EXCLUDING TRAN $7,173,105 ($1,608,496) $13,807,372 $40,796,513 $24,848,012 $19,728,966 $26,101,498 $44,876,905 $27,379,313 $9,804,398 $5,047,574 ($9,639,844) $27,173,105 RECEIPTS Revenue Limit Property Taxes 394,876 712,621 750,839 5,282,800 1,400,000 1,472,000 104,499 3,861,000 1,133,498 0 15,112,132 Principal Apportionment (581,105) 0 13,794,350 (232,766) 10,891,430 12,973,752 30,471,802 691,225 6,359,275 2,073,676 50,715,209 127,156,848 2010-11 Deferrals 9,861,674 15,180,253 8,809,547 0 33,851,474 Other 246,455 246,455 Federal Revenue 1,281,301 0 7,155,452 1,451,011 1,487,643 7,999,085 1,285,567 1,411,776 4,195,950 514,227 3,188,585 3,264,040 3,261,750 36,496,388 Other State Revenue 6,182,143 2,543,728 6,026,515 0 4,786,151 3,650,137 7,835,246 2,850,926 3,355,682 6,223,340 2,883,168 7,091,079 7,854,545 61,282,660 Other Local Revenue 7,972 24,612 52,115 898,489 241,012 103,170 370,620 365,500 230,715 192,546 172,693 138,634 574,060 3,372,138 Interfund Transfer In 1,095,193 1,095,193 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 17,146,860 18,461,213 35,837,980 2,116,734 18,157,075 30,008,944 41,363,235 6,791,428 7,886,846 17,150,387 9,451,619 10,493,754 63,747,212 278,613,287 DISBURSEMENTS Certificated Salaries 27,915 2,724,190 1,768,363 10,658,431 10,806,136 11,613,577 10,754,076 11,008,940 10,934,372 11,092,699 11,002,129 12,112,445 9,983,893 114,487,165 Classified Salaries 1,828,776 2,288,784 2,901,128 3,177,314 3,224,067 3,192,355 2,935,969 3,146,463 3,010,116 3,056,789 3,066,485 3,168,951 402,858 35,400,055 Employee Benefits 678,758 753,761 1,775,806 4,316,963 4,382,810 4,763,234 4,425,878 4,611,953 4,622,519 4,705,962 4,500,372 4,005,699 1,801,375 45,345,088 Books, Supplies and Services 3,296,075 1,628,303 2,337,652 3,993,167 2,946,499 3,390,269 3,347,829 3,273,452 5,477,185 3,032,761 5,090,051 10,486,085 2,049,010 50,348,339 Capital Outlay 0 4,500 60,083 8,213 72,796 Other Outgo 991,206 33,151 10,883 8,087 11,945 24,000 49,000 416,000 30,000 19,000 30,000 250,000 2,628,276 4,501,548 Interfund Transfers Out 2,106,907 660,000 0 450,000 0 2,683,093 5,900,000 TOTAL DISBURSEMENTS 6,822,731 7,428,189 8,793,831 22,153,961 23,478,365 22,983,434 22,177,251 22,456,807 24,074,192 21,907,211 24,139,038 30,083,264 19,556,717 256,054,991 PRIOR YEAR TRANSACTIONS Accounts Receivable 14,269 5,805,700 5,102,216 4,229,121 202,244 3,018,146 3,142,623 0 21,514,318 Accounts Payable 19,120,000 1,422,856 5,157,224 140,395 0 3,671,123 3,553,199 1,832,213 1,387,569 36,284,579 TOTAL PY TRANSACTIONS (19,105,731) 4,382,844 (55,008) 4,088,726 202,244 (652,977) (410,577) (1,832,213) (1,387,569) 0000(14,770,260) NET INCREASE/DECREASE (8,781,601) 15,415,868 26,989,141 (15,948,501) (5,119,046) 6,372,533 18,775,407 (17,497,592) (17,574,915) (4,756,824) (14,687,419) (19,589,509) 44,190,495 22,558,296 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 45,000,000 45,000,000 Cross FY TRAN Disbursements 20,000,000 20,000,000 ENDING CASH EXCLUDING TRAN ($1,608,496) $13,807,372 $40,796,513 $24,848,012 $19,728,966 $26,101,498 $44,876,905 $27,379,313 $9,804,398 $5,047,574 ($9,639,844) ($29,229,354) ($29,229,354) TRAN BALANCE AVAILABLE 20,000,000 20,000,000 20,000,000 20,000,000 0 0 0 0 45,000,000 45,000,000 45,000,000 45,000,000 45,000,000 ENDING CASH INCLUDING TRAN 18,391,504 33,807,372 60,796,513 44,848,012 19,728,966 26,101,498 44,876,905 27,379,313 54,804,398 50,047,574 35,360,156 15,770,646 15,770,646

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $15,770,646 $35,157,203 $56,424,576 $70,976,928 $58,474,172 $35,738,206 $13,302,898 $29,546,313 $15,529,824 $44,556,074 $39,163,947 $25,040,444 $15,770,646 BEGINNING CASH EXCLUDING TRAN ($29,229,354) ($9,842,797) $11,424,576 $25,976,928 $13,474,172 $13,238,206 $13,302,898 $29,546,313 $15,529,824 ($443,926) ($5,836,053) ($19,959,556) $15,770,646 RECEIPTS Revenue Limit Property Taxes 318,764 697,748 869,518 4,227,819 1,126,358 1,380,840 0 3,057,359 1,366,801 133,361 0 13,178,568 Principal Apportionment 15,856,447 0 11,579,717 11,579,717 32,397,701 643,318 0 5,918,522 1,929,953 0 50,035,124 129,940,499 2011-12 Deferrals 26,983,414 23,731,795 50,715,209 Other 00000 0 Federal Revenue 3,653,961 0 7,416,293 2,625,114 132,400 1,177,045 1,405,691 2,556,523 6,603,259 192,939 3,813,196 3,161,354 2,451,428 35,189,203 Other State Revenue 6,204,739 932,132 0 2,521,879 8,441,014 5,777,941 4,321,412 3,687,779 2,738,868 6,389,591 1,296,007 5,031,064 9,680,815 57,023,241 Other Local Revenue 28,803 23,568 7,581 14,412 131,250 74,201 630,487 304,478 261,245 646,605 395,538 373,029 563,798 3,454,995 Interfund Transfer In 1,095,193 1,095,193 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 37,189,681 25,385,243 23,280,321 5,161,405 21,153,899 22,836,723 39,881,649 8,572,938 9,603,372 16,205,016 8,801,495 8,698,808 63,826,358 290,596,908 DISBURSEMENTS Certificated Salaries 6,243 2,310,764 1,352,556 9,726,845 10,474,927 11,438,662 10,529,261 10,784,394 10,711,925 10,861,125 10,825,217 13,751,232 11,714,013 114,487,165 Classified Salaries 1,916,539 1,938,642 2,587,461 2,895,462 3,129,056 3,185,415 2,952,903 3,161,563 2,998,897 3,057,887 3,074,595 3,399,346 1,102,290 35,400,055 Employee Benefits 514,422 777,400 1,701,215 4,030,480 4,332,036 4,628,276 4,349,152 4,496,345 4,464,074 4,589,223 4,372,726 3,427,845 2,920,015 44,603,210 Books, Supplies and Services 3,457,670 1,709,450 2,963,518 4,001,814 2,343,421 3,045,369 3,314,088 2,822,742 5,083,517 2,421,532 4,641,534 9,142,864 2,676,086 47,623,606 Capital Outlay 32,300 37,171 69,471 Other Outgo 15,695 12,683 3,715 12,770 0 17,428 1,038,306 183,926 1,455,020 13,839 10,927 544,098 483,351 3,791,758 Interfund Transfers Out 1,232,931 1,114,144 653,536 4,359,555 7,360,166 TOTAL DISBURSEMENTS 5,910,569 6,748,939 8,608,465 20,667,371 21,512,371 22,315,151 23,330,155 21,448,970 24,713,433 21,597,143 22,924,999 30,265,385 23,292,481 253,335,430 PRIOR YEAR TRANSACTIONS Accounts Receivable 8,643 3,516,723 3,090,598 3,090,598 122,506 1,828,201 1,903,601 13,560,870 Accounts Payable 11,901,199 885,653 3,210,102 87,388 0 2,285,082 2,211,680 1,140,457 863,689 0 0 22,585,250 TOTAL PY TRANSACTIONS (11,892,556) 2,631,070 (119,504) 3,003,210 122,506 (456,881) (308,079) (1,140,457) (863,689) 0 0 0 (9,024,380) NET INCREASE/DECREASE 19,386,556 21,267,374 14,552,352 (12,502,756) (235,966) 64,691 16,243,415 (14,016,489) (15,973,750) (5,392,127) (14,123,504) (21,566,577) 40,533,877 37,261,478 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 45,000,000 45,000,000 Cross FY TRAN Disbursements 22,500,000 22,500,000 45,000,000 ENDING CASH EXCLUDING TRAN ($9,842,797) $11,424,576 $25,976,928 $13,474,172 $13,238,206 $13,302,898 $29,546,313 $15,529,824 ($443,926) ($5,836,053) ($19,959,556) ($41,526,134) ($41,526,134) TRAN BALANCE AVAILABLE 45,000,000 45,000,000 22,500,000 0 0 0 0 0 45,000,000 45,000,000 45,000,000 45,000,000 45,000,000 ENDING CASH INCLUDING TRAN 35,157,203 56,424,576 48,476,928 13,474,172 13,238,206 13,302,898 29,546,313 15,529,824 44,556,074 39,163,947 25,040,444 3,473,866 3,473,866 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-226 A-226

REDONDO BEACH UNIFIED SCHOOL DISTRICT

Redondo Beach Unified School District 1401 Inglewood Avenue Redondo Beach, CA 90278 Attn: Director of Fiscal Services

General

The Redondo Beach City School District was established in 1888. Encompassing approximately six square miles in the South Bay region of Los Angeles County, the District’s boundaries are coterminous with the Redondo Beach city limits. As of July 1, 1993, the District became unified as a K-12 district, adding the Redondo Union High School to the City School District’s elementary schools and is officially known as Redondo Beach Unified School District. As of June 30, 2011, in addition to the high school, the District operated eight elementary schools, two middle schools, one continuation high school and an adult education center.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General Obligation (GO) Bonds $190,929,203 Premium on issuance of bonds 5,419,020 Deferred amount on refunding (418,512) Capital leases 384,943 Compensated absences 279,643 Early retirement incentive 1,202,386 TOTAL LONG-TERM OBLIGATIONS $197,796,683

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The last agreement with both the Redondo Beach Teachers Association (RBTA) and CSEA will expire on June 30, 2014, with reopeners related to salary and benefits for 2012-13 and 2013-14.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments: Revenue Limit apportionments are based on fiscal year 2011-12 deferral schedule for fiscal year 2011-12 and based on Senate Bill 82 statutory language for fiscal year 2012-13;

 Any State Trigger revenue reductions will be offset by expenditure reductions;

 $550,000 increase in step and column is included;

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 No change in class sizes: K-3 class size ratios remain at 27.9:1 and 9th grade class sizes are at 32:1;

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 7,849 $6,148.31 2008-09 7,946 5,984.67 2009-10 8,029 5,502.31 2010-11 8,102 5,617.23 2011-12(1) 8,329 5,588.35 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

REDONDO BEACH UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $10,516,746,090 $196,885,500 $421,897,212 $11,135,528,802 2008-09 11,092,987,057 182,585,500 438,921,692 11,714,494,249 2009-10 11,247,460,386 167,200,000 416,220,230 11,830,880,616 2010-11 11,238,245,546 165,900,000 638,961,220 12,043,106,766 2011-12 11,555,366,800 163,500,000 485,784,684 12,204,651,484 ______Source: California Municipal Statistics, Inc.

A-228A-201

Retirement Systems

Fiscal Year Contribution

2010-11 $2,936,900 2009-10 2,996,237 2008-09 3,052,259

Fiscal Year Contribution

2010-11 $1,294,891 2009-10 1,198,623 2008-09 1,183,000

Post Employment Benefits

Because the District does not provide any post-employment benefits for any of its employees or retirees, the accounting requirement to account for this liability does not apply to the District, nor is it expected to have any financial impact on the District.

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Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Adult Education Fund $ 204,653 $ 122,583 $ 200,000 Child Development Fund 585,919 753,551 500,000 Cafeteria Fund 213,354 28,590 200,000 Special Reserve Fund 1,565,563 1,363,850 1,138,850 Capital Facilities Fees (Developer Fees) 195,191 296,868 50,000 Special Reserve Fund (Aviation) 3,448,230 5,484,877 3,400,000

Total $6,212,910 $8,050,319 $5,488,850

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

REDONDO BEACH UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED(1)

BEGINNING FUND BALANCE - revised $ 2,644,015 $ 2,986,439 $ 2,684,642 Total Revenues 67,257,104 62,510,141 64,861,832 Total Beginning Fund Balance and Revenues 69,901,119 65,496,580 67,546,474 Total Expenditures 67,439,680 65,758,043 65,644,636 Other Financing Sources (Uses) 525,000 1,373,147 744,078 ENDING FUND BALANCE $ 2,986,439 $ 1,111,684 $ 2,645,916 ______(1) These figures reflect the final results for the District’s General Fund and Special Reserve Fund for Non-Capital Outlay.

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

REDONDO BEACH UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 2,684,642 $ 1,277,256 Total Revenues 62,837,170 64,294,286 Total Beginning Fund Balance and Revenues 65,521,812 65,571,542 Total Expenditures 62,706,483 64,820,517 Other Financing Sources (Uses) 225,000 225,000 ENDING FUND BALANCE $ 3,040,329 $ 976,025 ______(1) Reflects Projected Year Totals from Second Interim Report for 2010-11. (2) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

REDONDO BEACH UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $14,617,594 $11,802,033 $18,137,574

Liabilities $11,631,155 $10,690,349 $15,329,786 Fund Balance 2,986,439 1,111,684 2,807,788 Total Liabilities and Fund Balance $14,617,594 $11,802,033 $18,137,574

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

REDONDO BEACH UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $15,676,131.09 $590,278.53 3.77% 2007-08 17,061,309.78 851,103.30 4.99 2008-09 17,903,458.71 836,897.54 4.67 2009-10 18,069,009.31 618,850.27 3.42 2010-11 18,441,820.89 441,873.69 2.40

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,935,136.60 $ 62,423.96 2.13% 2007-08 3,025,728.15 82,350.66 2.72 2008-09 5,285,835.27 162,379.72 3.07 2009-10 6,213,009.31 135,650.96 2.18 2010-11 7,922,141.34 126,112.64 1.59 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

REDONDO BEACH UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Northrop Grumman Systems Corp. Industrial $227,509,757 1.94% 2. South Bay Center SPE LLC Shopping Center 189,915,752 1.62 3. AES Redondo Beach LLC Power Plant 163,500,000 1.40 4. Noble House RECP Hotel Venture LLC Hotel 59,335,845 0.51 5. HPT IHG 2 Properties Trust Hotel 42,801,846 0.37 $683,063,200 5.83% ______(1) 2011-12 Total Secured Assessed Valuation: $11,718,866,800. Source: California Municipal Statistics, Inc.

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REDONDO BEACH UNIFIED SCHOOL DISTRICT CASH FLOWS

A-233A-206 Redondo Beach Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,378,411 $3,172,292 $2,975,071 $6,372,855 $5,225,241 $1,505,709 $7,171,845 $9,019,941 $372,324 $4,048,076 $7,998,924 $6,083,441 $1,378,411 BEGINNING CASH EXCLUDING TRAN ($3,731,589) ($1,937,708) ($2,134,929) $1,262,855 $115,241 $1,505,709 $7,171,845 $9,019,941 $372,324 ($4,951,924) ($1,001,076) ($2,916,559) $1,378,411 RECEIPTS Revenue Limit Property Taxes 1,069,158 1,100,457 700,341 10,836,484 2,765,757 1,706,919 (145,843) 8,018,237 2,335,979 70,481 811,147 29,269,117 Principal Apportionment 1,960,943 1,416,088 1,416,087 3,961,926 92,339 849,524 277,019 9,046,366 19,020,292 2010-11 Deferrals 1,159,266 2,218,000 895,506 4,272,772 Other (909,996) (909,996) Federal Revenue 7,059 381,510 351,198 51,637 32,764 125,846 137,449 6,949 394,010 866,072 381,742 250,821 1,063,578 4,050,635 Other State Revenue 298,179 106,614 1,234,909 324,959 1,024,779 490,087 1,347,596 937,521 242,897 518,136 733,020 123,434 2,576,009 9,958,140 Other Local Revenue 29,333 229,685 449,056 61,460 399,767 257,597 279,849 298,949 200,780 157,003 219,206 261,701 772,112 3,616,498 Interfund Transfer In 3,000,000 3,780,000 1,948,000 225,000 8,953,000 Other Financing Sources 0 Other Receipts/Non-Revenues 638,000 638,000 TOTAL RECEIPTS 5,562,995 4,036,266 4,891,612 4,218,056 6,159,739 13,126,101 8,492,577 3,042,677 691,844 10,408,972 3,946,966 706,437 13,584,216 78,868,458 DISBURSEMENTS Certificated Salaries 347,836 445,206 314,565 3,250,685 3,272,782 3,287,233 3,280,033 3,227,291 3,293,446 3,277,293 3,248,690 3,287,811 3,512,768 34,045,639 Classified Salaries 37,226 513,655 674,959 1,087,114 834,714 1,095,260 1,018,257 979,377 1,026,875 1,004,148 1,026,511 1,047,750 462,397 10,808,243 Employee Benefits 33,705 182,400 246,521 1,099,632 1,013,052 1,089,578 1,028,419 985,865 1,020,846 1,063,663 1,013,204 985,817 844,652 10,607,354 Books, Supplies and Services 20,856 833,344 974,880 1,345,406 210,257 935,930 640,724 634,681 491,660 822,660 505,008 393,521 777,767 8,586,694 Capital Outlay 0 Other Outgo 34,258 26,132 52,264 135,080 55,870 58,496 101,550 29,950 989,591 1,483,191 Interfund Transfers Out 3,000,000 5,728,000 8,728,000 TOTAL DISBURSEMENTS 439,623 4,974,605 2,210,925 6,817,095 5,330,805 6,434,133 6,019,697 11,690,294 5,888,697 6,226,260 5,894,963 5,744,849 6,587,175 74,259,121 PRIOR YEAR TRANSACTIONS Accounts Receivable 10,919,192 1,208,552 1,183,350 1,270,969 1,129,303 53,619 700 6,713 13,723 7,294 35,735 15,829,150 Accounts Payable 14,248,683 467,434 466,253 (180,456) 567,769 1,079,451 625,484 134,108 245,587 (25,220) (76,932) 17,552,161 TOTAL PY TRANSACTIONS (3,329,491) 741,118 717,097 1,451,425 561,534 (1,025,832) (624,784) 0 (127,395) (231,864) 32,514 112,667 0 (1,723,011) NET INCREASE/DECREASE 1,793,881 (197,221) 3,397,784 (1,147,614) 1,390,468 5,666,136 1,848,096 (8,647,617) (5,324,248) 3,950,848 (1,915,483) (4,925,745) 6,997,041 4,609,337 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 9,000,000 9,000,000 Cross FY TRAN Disbursements 5,110,000 5,110,000 ENDING CASH EXCLUDING TRAN ($1,937,708) ($2,134,929) $1,262,855 $115,241 $1,505,709 $7,171,845 $9,019,941 $372,324 ($4,951,924) ($1,001,076) ($2,916,559) ($7,842,304) ($7,842,304) TRAN BALANCE AVAILABLE 5,110,000 5,110,000 5,110,000 5,110,000 0 0 0 0 9,000,000 9,000,000 9,000,000 9,000,000 9,000,000 ENDING CASH INCLUDING TRAN 3,172,292 2,975,071 6,372,855 5,225,241 1,505,709 7,171,845 9,019,941 372,324 4,048,076 7,998,924 6,083,441 1,157,696 1,157,696

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,157,696 $16,605,587 $20,210,340 $21,625,094 $15,364,655 $8,821,641 $11,161,359 $8,194,421 $1,280,544 $2,791,055 $6,993,914 $5,686,201 $1,157,696 BEGINNING CASH EXCLUDING TRAN ($7,842,304) ($3,394,413) $210,340 $1,625,094 ($4,635,345) ($6,678,359) $161,359 $2,694,421 $1,280,544 ($3,708,945) $493,914 ($813,799) $1,157,696 RECEIPTS Revenue Limit Property Taxes 980,756 1,009,467 705,615 10,861,546 2,775,154 1,714,515 0 8,019,451 2,375,154 80,548 878,485 29,400,691 Principal Apportionment 2,187,418 1,682,629 1,682,629 4,730,058 990,882 224,351 1,327,408 878,706 0 5,941,801 19,645,882 2011-12 Deferrals 4,200,443 2,958,656 7,159,099 Other 566,192 398,808 965,000 Federal Revenue 7,713 386,791 142,505 51,637 32,764 125,846 137,449 6,949 394,010 672,077 381,742 250,821 179,545 2,769,849 Other State Revenue 277,578 86,013 1,214,308 304,358 1,004,178 469,486 1,326,995 916,920 222,296 497,535 712,419 102,833 2,505,111 9,640,030 Other Local Revenue 20,783 149,437 95,144 61,460 399,767 257,597 279,849 298,949 200,780 157,003 219,206 261,701 1,374,822 3,776,498 Interfund Transfer In 225,000 225,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,053,465 4,989,172 3,639,375 417,455 3,824,953 13,397,104 9,249,505 3,928,215 1,041,437 10,673,474 4,567,227 695,903 11,104,764 73,582,049 DISBURSEMENTS Certificated Salaries 347,836 445,206 314,565 3,280,685 3,302,782 3,317,233 3,310,033 3,257,291 3,323,446 3,307,293 3,278,690 3,317,811 3,542,768 34,345,639 Classified Salaries 37,226 513,655 674,959 1,092,114 839,714 1,100,260 1,023,257 984,377 1,031,875 1,009,148 1,031,511 1,052,750 467,397 10,858,243 Employee Benefits 33,705 182,400 246,521 1,099,632 1,013,052 1,089,578 1,028,419 985,865 1,020,846 1,063,663 1,013,204 985,817 844,652 10,607,354 Books, Supplies and Services 20,857 833,461 974,966 1,300,406 165,257 890,930 618,217 612,174 469,153 800,153 482,501 371,014 827,401 8,366,490 Capital Outlay 0 Other Outgo 34,256 0 26,130 52,262 135,078 55,868 58,494 101,548 29,948 989,591 1,483,175 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 439,624 1,974,722 2,211,011 6,807,093 5,320,805 6,424,131 6,032,188 5,974,785 5,901,188 6,238,751 5,907,454 5,757,340 6,671,809 65,660,901 PRIOR YEAR TRANSACTIONS Accounts Receivable 2,488,700 1,057,738 452,643 389,747 26,353 4,257 67,590 391,119 6,713 13,723 7,294 35,735 4,941,611 Accounts Payable 3,654,650 467,434 466,253 260,548 573,515 137,512 751,845 (241,574) 136,451 245,587 (25,220) (76,932) 6,350,069 TOTAL PY TRANSACTIONS (1,165,950) 590,304 (13,610) 129,199 (547,162) (133,255) (684,255) 632,693 (129,738) (231,864) 32,514 112,667 (1,408,458) NET INCREASE/DECREASE 4,447,891 3,604,754 1,414,754 (6,260,439) (2,043,014) 6,839,718 2,533,062 (1,413,878) (4,989,489) 4,202,859 (1,307,713) (4,948,770) 4,432,955 7,921,148 TRAN FY TRAN Receipts 11,000,000 11,000,000 FY TRAN Disbursements 5,500,000 5,500,000 11,000,000 Cross FY TRAN Receipts 6,500,000 6,500,000 Cross FY TRAN Disbursements 4,500,000 4,500,000 9,000,000 ENDING CASH EXCLUDING TRAN ($3,394,413) $210,340 $1,625,094 ($4,635,345) ($6,678,359) $161,359 $2,694,421 $1,280,544 ($3,708,945) $493,914 ($813,799) ($5,762,569) ($5,762,569) TRAN BALANCE AVAILABLE 20,000,000 20,000,000 20,000,000 20,000,000 15,500,000 11,000,000 5,500,000 0 6,500,000 6,500,000 6,500,000 6,500,000 6,500,000 ENDING CASH INCLUDING TRAN 16,605,587 20,210,340 21,625,094 15,364,655 8,821,641 11,161,359 8,194,421 1,280,544 2,791,055 6,993,914 5,686,201 737,431 737,431 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-234 A-234

SAN GABRIEL UNIFIED SCHOOL DISTRICT

San Gabriel Unified School District 408 Junipero Serra Drive San Gabriel, CA 91776 Attn: Chief Business Officer

General

The District was officially organized as an elementary school district in 1868, and became unified on July 1, 1992. The District is comprised of an area of approximately 4.5 square miles located in central Los Angeles County. The District boundaries encompass portions of the cities of San Gabriel and Rosemead, as well as unincorporated areas of Los Angeles County. As of June 30, 2011, the District operated one traditional high school, one continuation high school, one charter school, one middle school and five elementary schools.

Organization

The District is governed by a five-member Governing Board whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General obligation bonds Principal balance $64,272,615 Accreted Interest 2,996,217 Unamortized Issuance Premium 1,473,295 Compensated Absences 472,825 Other postemployment benefits (OPEB) 333,740 TOTAL LONG-TERM OBLIGATIONS $69,548,692

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $5,000,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on March 30, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-3 Notes prior to the date hereof.

Collective Bargaining Agreements

The last agreement between the District and the San Gabriel Teachers’ Association (“SGTA”) was for 2011-12. The District also reached an agreement for 2011-12 with Teamsters Local 911, representing classified staff. The District is currently renegotiating its fiscal year 2011-12 agreement with the SGTA.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 The District received $1 million in Education Jobs Funds in fiscal year 2011-12 that is one- time money, and not renewable. In addition, the District had considerable carryover in Federal Title I and other program funds in 2011-12 that will not be available in fiscal year 2012-13. As a result, the District will reduce Supplies and Other Operating expenses in fiscal year 2012-13.

 Deferrals: For fiscal year 2011-12, the District has reflected $4,273,632 in Deferred State Apportionments; for fiscal year 2012-13, the District has reflected $9,606,436 in Deferred State Apportionments.

 A 1% and 1.5% step-and-column increase is built into the fiscal year 2012-13 budget for classified and certificated staff, respectively. A 2.5% increase in the cost of Health & Welfare is built into the fiscal year 2012-13 cash flow projection. However, no increase in Health & Welfare occurred between fiscal years 2010-11 and 2011-12, in part because of negotiated changes to the plan benefits for fiscal year 2011-12.

 The District maintained flat funding in fiscal year 2011-12 compared to fiscal year 2010-11, and applies a small COLA for 2012-13. However, given the proposed 2012-13 State Budget, the District is in the process of eliminating the COLA, as well as making other necessary budget revisions.

 If the State budget cuts deepen, the District expects to reduce the Supplies budget for all Unrestricted programs by at least 5%, delay some of the maintenance projects currently budgeted, and potentially utilize some of the Unassigned, Unrestricted Fund balance.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 5,339 $5,863.83 2008-09 5,306 5,781.93 2009-10 5,297 5,002.29 2010-11 5,287 5,315.09 2011-12(1) 5,257 5,340.94 ______(1) Projected in the District’s 2011-12 First Interim Report.

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Assessed Value

SAN GABRIEL UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Local Total Before Fiscal Year Secured Utility Unsecured Rdv. Increment

2007-08 $3,622,280,888 $9,084 $80,091,452 $3,702,381,424 2008-09 3,989,884,946 9,084 77,041,716 4,066,935,746 2009-10 4,046,050,498 9,084 77,880,826 4,123,940,408 2010-11 4,096,746,721 9,084 79,910,253 4,176,666,058 2011-12 4,184,465,717 9,084 80,042,203 4,264,517,004 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $1,570,571 2009-10 1,751,382 2008-09 1,838,034

Fiscal Year Contribution

2010-11 $661,235 2009-10 717,649 2008-09 623,825

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Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees and their covered eligible dependents. As of the July 1, 2008 actuarial valuation, membership consisted of 34 retirees and beneficiaries and 529 active plan members. According to this valuation, the Annual Required Contribution was $209,411 and the District’s UAAL was $1.5 million. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. For fiscal year 2010-11, the District contributed $89,849 towards OPEBs, all of which was used for current premiums. Thus, the District’s net OPEB obligation was $333,740 as of June 30, 2011.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013 Child Development Fund $138,896 $130,000 $136,000 Cafeteria Fund 94,156 100,000 100,000 Deferred Maintenance Fund 112,463 0 0 Special Reserve Fund 0 0 0 Post Employment Benefits Fund 64,328 64,500 65,000 Capital Facilities Funds 233,767 200,000 175,000

Total $643,610 $494,500 $476,000

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

SAN GABRIEL UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND 2008-09 GENERAL FUND 2010-11 AUDITED 2009-10 AUDITED AUDITED

BEGINNING FUND BALANCE – revised $ 5,499,389 $ 7,027,928 $ 5,091,900 Total Revenues 48,099,978 40,909,184 42,543,567 Total Beginning Fund Balance and Revenues 53,599,367 47,937,112 47,635,467 Total Expenditures 46,571,439 43,745,212 40,877,060 Other Financing Sources (Uses) 0 900,000 38,601 ENDING FUND BALANCE $ 7,027,928 $ 5,091,900 $ 6,797,008

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

SAN GABRIEL UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 5,070,257 $ 6,775,365 Total Revenues 41,766,496 43,227,207 Total Beginning Fund Balance and Revenues 46,836,753 50,002,572 Total Expenditures 44,441,788 43,236,178 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 2,394,965 $ 6,766,394 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for Fiscal Year 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

SAN GABRIEL UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $11,343,029 $13,337,416 $11,438,010

Liabilities $ 4,315,101 $ 8,245,516 $ 4,485,317 Fund Balance 7,027,928 5,091,900 6,952,693 Total Liabilities and Fund Balance $11,343,029 $13,337,416 $11,438,010

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

SAN GABRIEL UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $4,922,050.88 $186,649.48 3.79% 2007-08 5,470,537.03 274,778.15 5.02 2008-09 6,233,308.46 293,468.92 4.71 2009-10 6,338,842.36 218,563.74 3.45 2010-11 6,481,864.16 156,309.35 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $1,630,608.45 $ 36,524.20 2.24% 2007-08 2,056,738.20 53,247.26 2.59 2008-09 1,894,618.23 129,310.02 6.83 2009-10 4,020,202.07 78,174.82 1.94 2010-11 4,116,016.24 42,981.24 1.04 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. (2) Bond debt service levy. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

SAN GABRIEL UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Universal Shopping Plaza Shopping Center $ 56,933,945 1.36% 2. Landwin Hospitality LLC Hotel 45,872,644 1.10 3. SGVMC Calmed Investment LP Hospital 37,318,910 0.89 4. Lancer Investments LLC Shopping Center 21,079,074 0.50 5. Calac Investment Shopping Center 20,620,341 0.49 $181,824,914 4.35% ______(1) 2011-12 Local Secured Assessed Valuation: $4,184,465,717. Source: California Municipal Statistics, Inc.

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SAN GABRIEL UNIFIED SCHOOL DISTRICT CASH FLOWS

A-241A-213 San Gabriel Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $3,127,749 $9,893,445 $12,156,573 $12,366,402 $11,768,684 $11,512,632 $12,543,409 $9,728,202 $4,946,409 $9,982,124 $8,626,294 $7,061,914 $3,127,749 BEGINNING CASH EXCLUDING TRAN $3,127,749 $4,893,445 $7,156,573 $7,366,402 $6,768,684 $6,512,632 $7,543,409 $7,228,202 $4,946,409 $2,982,124 $1,626,294 $61,914 $3,127,749 RECEIPTS Revenue Limit Property Taxes 240,464 279,990 23,697 0 332,120 2,516,044 749,024 381,654 1,871,018 595,895 57,991 0 7,047,896 Principal Apportionment 1,041,423 1,041,423 1,874,561 1,874,561 1,874,561 1,874,561 1,874,561 127,391 894,287 277,713 382,174 0 9,606,436 22,743,652 2010-11 Deferrals 1,979,591 2,294,041 0 0 0 0 00000004,273,632 Other (315,150) (105,000) (105,000) (105,000) (135,000) (105,000) (378,839) (305,000) (1,553,989) Federal Revenue 85,775 0 1,806,758 0 233,683 0 500,500 464,012 399,500 150,335 179,665 175,000 1,051,914 5,047,142 Other State Revenue 363,912 550,020 282,439 487,594 388,778 419,481 351,434 358,750 439,440 201,750 345,786 140,244 1,603,100 5,932,727 Other Local Revenue 52,130 9,604 138,157 409,973 393,801 1,058,952 55,000 275,000 36,505 175,886 634,753 175,034 594,984 4,009,779 Interfund Transfer In 000000000000 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 3,763,294 4,175,078 4,125,612 2,772,128 3,222,943 5,553,888 3,425,519 1,501,807 1,664,732 2,541,702 2,033,273 169,430 12,551,434 47,500,839 DISBURSEMENTS Certificated Salaries 205,770 329,698 1,930,199 1,871,028 1,840,881 1,829,699 1,816,797 1,816,797 1,816,797 1,816,797 1,816,797 1,779,809 0 18,871,069 Classified Salaries 27,730 272,112 476,853 556,005 557,903 550,073 556,700 555,300 557,000 556,467 554,440 475,520 321,544 6,017,647 Employee Benefits 54,136 128,005 668,780 793,663 799,787 803,251 812,697 827,552 822,752 817,496 826,967 714,202 237,316 8,306,604 Books, Supplies and Services 50,819 684,881 447,137 610,592 520,158 719,934 554,532 509,228 432,468 706,772 399,449 1,750,551 1,924,643 9,311,164 Capital Outlay 0 0 0 0 0 0 00000025,000 25,000 Other Outgo 113,986 759,177 0000000873,163 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 338,454 1,414,696 3,522,970 3,831,288 3,832,715 4,662,134 3,740,726 3,708,877 3,629,017 3,897,532 3,597,653 4,720,082 2,508,503 43,404,648 PRIOR YEAR TRANSACTIONS Accounts Receivable 137,173 774,639 1,004,613 540,586 353,720 231,702 3,042,433 Accounts Payable 1,796,318 1,271,891 1,397,426 79,144 92,679 74,722 4,712,180 TOTAL PY TRANSACTIONS (1,659,145) (497,253) (392,813) 461,442 353,720 139,023 0 (74,722) 00000(1,669,747) NET INCREASE/DECREASE 1,765,695 2,263,129 209,829 (597,718) (256,052) 1,030,777 (315,207) (2,281,792) (1,964,285) (1,355,830) (1,564,380) (4,550,652) 10,042,931 4,096,192 TRAN FY TRAN Receipts 5,000,000 5,000,000 FY TRAN Disbursements 2,500,000 2,500,000 5,000,000 Cross FY TRAN Receipts 7,000,000 7,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $4,893,445 $7,156,573 $7,366,402 $6,768,684 $6,512,632 $7,543,409 $7,228,202 $4,946,409 $2,982,124 $1,626,294 $61,914 ($4,488,738) ($4,488,738) TRAN BALANCE AVAILABLE 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 2,500,000 0 7,000,000 7,000,000 7,000,000 7,000,000 7,000,000 ENDING CASH INCLUDING TRAN 9,893,445 12,156,573 12,366,402 11,768,684 11,512,632 12,543,409 9,728,202 4,946,409 9,982,124 8,626,294 7,061,914 2,511,262 2,511,262

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,511,262 $7,906,086 $11,064,717 $10,718,445 $8,279,724 $4,745,920 $4,164,146 $7,799,017 $5,496,905 $7,562,498 $6,946,469 $5,184,387 $2,511,262 BEGINNING CASH EXCLUDING TRAN ($4,488,738) $906,086 $4,064,717 $3,718,445 $1,279,724 $1,245,920 $4,164,146 $7,799,017 $5,496,905 $2,562,498 $1,946,469 $184,387 $2,511,262 RECEIPTS Revenue Limit Property Taxes 225,464 279,990 23,697 0 332,120 2,669,880 749,024 384,659 1,856,166 600,458 62,991 0 7,184,448 Principal Apportionment 91,646 53,585 2,775,932 0 2,113,685 1,913,685 5,913,663 114,422 0 1,090,180 347,718 0 7,457,751 21,872,267 2011-12 Deferrals 5,673,657 3,932,779 9,606,436 Other (106,000) (105,000) (105,000) (105,000) (105,000) (105,000) (105,000) (105,000) (105,000) (330,000) (250,000) (1,526,000) Federal Revenue 84,350 0 0 0 233,683 490,225 495,413 464,012 404,587 140,124 189,876 175,000 279,830 2,957,100 Other State Revenue 350,789 550,669 475,350 487,594 388,778 650,000 351,434 358,750 439,440 201,750 345,786 140,244 970,144 5,710,727 Other Local Revenue 50,750 9,450 135,000 409,973 146,461 375,000 55,000 275,000 36,505 175,886 634,753 175,034 1,429,544 3,908,356 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,476,656 4,826,473 3,303,979 792,567 3,109,727 5,993,790 7,459,534 1,491,843 775,532 3,359,106 2,013,591 223,269 9,887,269 49,713,334 DISBURSEMENTS Certificated Salaries 205,850 327,525 1,806,237 1,871,028 1,840,895 1,816,600 1,816,600 1,816,600 1,816,600 1,816,600 1,816,600 1,808,644 200,000 18,959,779 Classified Salaries 27,775 272,112 476,853 556,005 557,915 556,500 556,700 555,300 557,000 556,467 554,440 475,520 375,235 6,077,823 Employee Benefits 54,190 128,005 608,780 768,663 799,600 803,752 812,697 827,552 822,752 817,496 826,967 714,202 376,659 8,361,315 Books, Supplies and Services 45,000 684,881 447,137 610,592 505,120 425,000 555,000 510,000 432,000 706,000 400,000 750,000 1,692,117 7,762,847 Capital Outlay 0 0 0 0 0 25,000 000000025,000 Other Outgo 65,785 83,666 84,503 81,587 78,572 177,666 75,065 57,850 704,694 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 332,815 1,412,524 3,339,008 3,806,288 3,703,530 3,692,637 3,824,663 3,793,955 3,709,939 3,975,135 3,775,673 3,823,431 2,701,861 41,891,458 PRIOR YEAR TRANSACTIONS Accounts Receivable 550,783 375,080 267,062 575,000 560,000 617,073 2,944,998 Accounts Payable 1,299,800 630,398 578,305 2,508,503 TOTAL PY TRANSACTIONS (749,017) (255,318) (311,243) 575,000 560,000 617,073 000000 436,495 NET INCREASE/DECREASE 5,394,824 3,158,631 (346,272) (2,438,721) (33,803) 2,918,226 3,634,871 (2,302,112) (2,934,407) (616,029) (1,762,082) (3,600,162) 7,185,408 7,821,876 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 5,000,000 5,000,000 Cross FY TRAN Disbursements 3,500,000 3,500,000 7,000,000 ENDING CASH EXCLUDING TRAN $906,086 $4,064,717 $3,718,445 $1,279,724 $1,245,920 $4,164,146 $7,799,017 $5,496,905 $2,562,498 $1,946,469 $184,387 ($3,415,775) ($3,415,775) TRAN BALANCE AVAILABLE 7,000,000 7,000,000 7,000,000 7,000,000 3,500,000 0 0 0 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 ENDING CASH INCLUDING TRAN 7,906,086 11,064,717 10,718,445 8,279,724 4,745,920 4,164,146 7,799,017 5,496,905 7,562,498 6,946,469 5,184,387 1,584,225 1,584,225 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-242 A-242

SOUTH PASADENA UNIFIED SCHOOL DISTRICT

South Pasadena Unified School District 1020 El Centro Street South Pasadena, CA 91030 Attn: Assistant Superintendent of Business Services

General

The elementary and high school systems in South Pasadena were established in 1886. The District was restructured in 1952 when San Marino seceded from the high school and formed its own unified school district. South Pasadena, located in the central section of Los Angeles County, encompasses an area of approximately 3.47 square miles. As of June 30, 2011, the District provided educational facilities for kindergarten through twelfth grade in five schools, consisting of three elementary schools, one middle school, and one senior high school.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General Obligation (GO) bonds $56,813,651 Issuance costs/premiums (252,367) Compensated absences 287,003 Net OPEB obligations 1,438,222 TOTAL LONG-TERM OBLIGATIONS $58,286,509

The District had no other long-term debt outstanding as of June 30, 2010.

Collective Bargaining Agreements

The District and the Teachers Association of South Pasadena have a contract that will expire June 30, 2013. Negotiations with CSEA are also complete. The CSEA contract also will expire June 30, 2013. There are salary and benefit reopeners for both associations for both fiscal year 2011-12 and 2012- 13.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Transportation Budget reduced by 50% for fiscal year 2011-12 ($29,903). No projected payment after January 2012 for fiscal year 2011-12;

 Reduced Revenue Limit by $55,000 for fiscal year 2011-12;

 An increased cost for employee benefits by 7%;

 No change in class sizes from fiscal year 2010-11 to fiscal year 2011-12;

A-243A-214

 The District has assumed the mid-year trigger cut for fiscal year 2011-12;

 The District also has a projected COLA for fiscal year 2012-13 according to the prior recommendation from School Services of California and will follow their guidelines as it gets updated;

 If the State Budget cuts deepen, the District has provisions in its bargaining agreement that includes four furlough days in fiscal year 2012-13. The number of days is based on the revenue limit baseline. If revenues fall below this baseline, the bargaining unit will return to the table;

 The District has a parcel tax, the revenues from which amount to $1.9 million annually that will sunset in fiscal year 2013-14. The District is considering going to voters for a new parcel tax to start in fiscal year 2014-15.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 4,119 $5,784 2008-09 4,157 6,113 2009-10 4,196 6,375 2010-11 4,296 6,350 2011-12(1) 4,302 6,501 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

SOUTH PASADENA UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $2,971,988,024 $0 $33,890,458 $3,005,878,482 2008-09 3,143,547,303 0 36,879,154 3,180,426,457 2009-10 3,198,916,393 0 36,934,834 3,235,851,227 2010-11 3,248,419,804 0 45,507,111 3,293,926,915 2011-12 3,352,172,227 0 44,953,080 3,397,125,307 ______Source: California Municipal Statistics, Inc.

A-244A-215

Retirement Systems

Fiscal Year Contribution

2010-11 $1,464,795 2009-10 1,464,779 2008-09 1,478,930

Fiscal Year Contribution

2010-11 $507,933 2009-10 460,693 2008-09 446,433

Post Employment Benefits

The District provides medical, dental and vision insurance benefits to eligible retirees and their spouses. Membership in the plan consisted of 63 retirees and beneficiaries receiving benefits and 311 active plan members. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. According to the July 1, 2010 actuarial valuation, the unfunded actuarial accrued liability was $5,056,365 and the annual required contribution was $688,527. For fiscal year 2010-11, the District contributed $207,897, leaving a net OPEB obligation of $1,438,222 as of June 30, 2011.

A-245A-216

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2011 as of June 30, 2012

Cafeteria Fund $ 214,322 $ 214,322 $ 214,322 Deferred Maintenance Fund 1,428,328 1,300,000 1,170,000 Developer Fees Fund 303,943 250,000 200,000

Total $1,946,593 $1,764,322 $1,584,322

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

SOUTH PASADENA UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 5,786,739 $ 5,832,539 $ 6,448,669 Total Revenues 34,164,397 33,243,952 35,766,454 Total Beginning Fund Balance and Revenues 39,951,136 39,076,491 42,215,123 Total Expenditures 34,002,616 33,458,872 33,387,478 Other Financing Sources (Uses) (115,981) 831,050 210,750 ENDING FUND BALANCE $ 5,832,539 $ 6,448,669 $ 9,038,395

A-246A-217

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

SOUTH PASADENA UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 6,448,669 $ 8,631,783 Total Revenues 34,414,030 33,514,857 Total Beginning Fund Balance and Revenues 40,862,699 42,146,640 Total Expenditures 33,475,601 34,363,083 Other Financing Sources (Uses) (400,168) (375,393) ENDING FUND BALANCE $ 6,986,930 $ 7,408,164 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

SOUTH PASADENA UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $9,137,288 $9,530,503 $13,178,455

Liabilities $3,304,749 $3,081,834 $ 4,140,060 Fund Balance 5,832,539 6,448,669 9,038,395 Total Liabilities and Fund Balance $9,137,288 $9,530,503 $13,178,455

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

SOUTH PASADENA UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $4,489,103.24 $170,115.72 3.79% 2007-08 4,905,109.78 246,234.52 5.02 2008-09 5,169,529.13 243,114.20 4.70 2009-10 5,244,027.34 180,642.13 3.44 2010-11 5,362,121.07 129,189.46 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,438,178.96 $48,884.97 2.00% 2007-08 2,528,476.58 68,005.12 2.69 2008-09 2,675,256.52 60,835.36 2.27 2009-10 2,796,445.94 59,532.94 2.13 2010-11 3,563,631.56 49,746.00 1.40 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

SOUTH PASADENA UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. H and O Fair Oaks Partners Office Building $16,380,695 0.49% 2. Jerry B. Furrey Apartments 11,212,168 0.33 3. Casa De General LLC Apartments 10,613,629 0.32 4. Golden Oaks Investment LP Apartments 9,198,168 0.27 5. NNC Terraces at South Pasadena LLC Apartments 9,075,329 0.27 $56,479,989 1.68% ______(1) 2011-12 Local Secured Assessed Valuation: $3,352,172,227. Source: California Municipal Statistics, Inc.

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SOUTH PASADENA UNIFIED SCHOOL DISTRICT CASH FLOWS

A-249A-220 South Pasadena Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $4,825,404 $6,000,324 $8,292,781 $8,694,064 $6,086,335 $5,660,821 $7,332,582 $9,487,515 $7,586,061 $5,858,349 $6,704,094 $4,438,061 $4,825,404 BEGINNING CASH EXCLUDING TRAN $4,825,404 $6,000,324 $8,292,781 $8,694,064 $6,086,335 $5,660,821 $7,332,582 $9,487,515 $7,586,061 $5,158,349 $6,004,094 $3,738,061 $4,825,404 RECEIPTS Revenue Limit Property Taxes 197,488 238,562 0 0 179,228 2,158,173 573,627 327,002 39,100 1,750,334 347,702 0 0 5,811,216 Principal Apportionment 1,787,158 0 1,441,681 1,441,681 3,872,345 63,741 0 799,572 250,432 0 7,328,868 16,985,478 2010-11 Deferrals 1,312,105 2,216,035 1,286,030 0 4,814,170 Other 0 0 0 0 0 0 000000 0 Federal Revenue 143 0 179,352 5,719 0 27,974 141,294 176,237 540,479 0 179,950 111,057 190,373 1,552,577 Other State Revenue 347,213 0 15,688 233,611 448,706 190,515 476,262 598,248 205,780 551,935 170,632 512,102 778,076 4,528,769 Other Local Revenue 27,686 0 327,808 304,813 531,231 1,095,244 409,683 228,908 20,709 1,004,978 54,918 30,382 600,459 4,636,818 Interfund Transfer In 0000000000099,775 0 99,775 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 1,884,636 2,454,597 3,596,035 544,143 2,600,846 4,913,586 5,473,211 1,394,136 806,068 4,106,819 1,003,634 753,316 8,897,776 38,428,803 DISBURSEMENTS Certificated Salaries 62,387 341,612 1,722,474 1,770,332 1,794,658 1,799,193 1,789,623 1,796,695 1,792,621 1,798,231 1,791,085 1,795,158 37,290 18,291,362 Classified Salaries 255,111 300,509 402,783 382,068 380,502 382,743 379,827 380,580 381,990 380,276 382,294 381,285 4,389,967 Employee Benefits 12,916 107,557 527,780 627,849 637,791 627,181 629,709 635,263 641,374 628,042 628,042 674,007 158,341 6,535,853 Books, Supplies and Services 97,540 244,159 643,989 350,909 395,425 370,375 500,800 437,600 368,550 452,810 462,683 395,425 175,157 4,895,425 Capital Outlay 0 6,899 0 0 0 30,803 15,402 46,205 0 0 7,580 15,402 23,223 145,513 Other Outgo 0 0 0 0 16,885 33,770 0 0 50,654 0 0 3,654 0 104,963 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 172,842 955,337 3,194,751 3,151,873 3,226,828 3,241,825 3,318,278 3,295,591 3,233,780 3,261,074 3,269,667 3,265,941 775,296 34,363,082 PRIOR YEAR TRANSACTIONS Accounts Receivable 595,894 2,319,046 0 0 200,468 3,115,408 Accounts Payable 1,132,768 1,525,849 0 0 2,658,617 TOTAL PY TRANSACTIONS (536,874) 793,197 0 0 200,468 0 0000000456,791 NET INCREASE/DECREASE 1,174,920 2,292,457 401,284 (2,607,729) (425,514) 1,671,761 2,154,933 (1,901,455) (2,427,712) 845,745 (2,266,033) (2,512,625) 8,122,480 4,065,721 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 700,000 700,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $6,000,324 $8,292,781 $8,694,064 $6,086,335 $5,660,821 $7,332,582 $9,487,515 $7,586,061 $5,158,349 $6,004,094 $3,738,061 $1,225,436 $1,225,436 TRAN BALANCE AVAILABLE 0 0 0 0 0 0 0 700,000 700,000 700,000 700,000 700,000 ENDING CASH INCLUDING TRAN 6,000,324 8,292,781 8,694,064 6,086,335 5,660,821 7,332,582 9,487,515 7,586,061 5,858,349 6,704,094 4,438,061 1,925,436 1,925,436

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,925,436 $5,680,384 $7,878,638 $7,977,487 $5,782,944 $4,672,257 $6,244,816 $9,055,291 $7,597,788 $5,123,746 $5,584,702 $3,685,962 $1,925,436 BEGINNING CASH EXCLUDING TRAN $1,225,436 $4,980,384 $7,178,638 $7,277,487 $5,432,944 $4,672,257 $6,244,816 $9,055,291 $7,597,788 $5,123,746 $5,584,702 $3,685,962 $1,925,436 RECEIPTS Revenue Limit Property Taxes 197,402 233,556 0 0 184,234 2,132,618 599,182 337,779 28,323 1,394,779 623,734 5,731,606 Principal Apportionment 0 0 2,151,326 0 1,570,426 1,628,099 4,393,903 60,844 0 772,927 241,744 0 6,946,552 17,765,821 2011-12 Deferrals 4,219,241 2,950,708 7,169,949 Other 0 0 0 0 0 0 000000 0 Federal Revenue 143 0 0 0 0 0 0 189,713 542,347 0 179,950 111,057 121,738 1,144,948 Other State Revenue 76,773 91,135 253,012 205,495 146,720 389,967 657,517 624,659 35,464 541,167 165,249 389,924 884,073 4,461,155 Other Local Revenue 113,836 0 804,250 304,813 531,231 532,654 409,683 228,908 20,709 1,004,978 54,918 30,382 562,590 4,598,951 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 4,607,395 3,275,399 3,208,588 510,308 2,432,611 4,683,337 6,060,285 1,441,903 626,844 3,713,851 1,265,595 531,363 8,514,953 40,872,431 DISBURSEMENTS Certificated Salaries 99,677 341,612 1,781,137 1,831,084 1,839,712 1,828,602 1,829,713 1,838,601 1,836,379 1,831,935 1,834,157 1,828,121 37,285 18,758,012 Classified Salaries 0 281,566 343,746 395,710 384,111 373,555 372,445 372,556 373,444 373,333 372,667 373,111 372,935 4,389,181 Employee Benefits 15,555 587,341 574,009 575,120 586,230 585,119 576,231 577,342 584,008 582,897 578,453 579,333 414,606 6,816,245 Books, Supplies and Services 120,838 309,930 561,103 331,012 367,947 323,503 390,169 301,281 290,170 401,280 379,058 312,392 393,015 4,481,694 Capital Outlay 0 6,899 0 0 15,299 0 30,598 0 0 45,896 0 0 46,821 145,513 Other Outgo 0 0 0 0 0 0 50,654 0 16,885 17,555 19,869 104,963 Interfund Transfers Out 0 0 0 0 0 0 000000475,168 475,168 TOTAL DISBURSEMENTS 236,071 1,527,347 3,259,995 3,132,927 3,193,298 3,110,778 3,249,809 3,089,779 3,100,885 3,252,895 3,164,334 3,092,957 1,759,699 35,170,776 PRIOR YEAR TRANSACTIONS Accounts Receivable 158,919 450,203 150,256 778,076 190,373 1,727,827 Accounts Payable 775,296 775,296 TOTAL PY TRANSACTIONS (616,377) 450,203 150,256 778,076 0 0 0 190,373 0000 952,531 NET INCREASE/DECREASE 3,754,948 2,198,254 98,849 (1,844,543) (760,687) 1,572,559 2,810,475 (1,457,503) (2,474,041) 460,956 (1,898,740) (2,561,594) 6,755,254 5,701,655 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 0 Cross FY TRAN Disbursements 350,000 350,000 700,000 ENDING CASH EXCLUDING TRAN $4,980,384 $7,178,638 $7,277,487 $5,432,944 $4,672,257 $6,244,816 $9,055,291 $7,597,788 $5,123,746 $5,584,702 $3,685,962 $1,124,368 $1,124,368 TRAN BALANCE AVAILABLE 700,000 700,000 700,000 350,000 0 0 000000 0 ENDING CASH INCLUDING TRAN 5,680,384 7,878,638 7,977,487 5,782,944 4,672,257 6,244,816 9,055,291 7,597,788 5,123,746 5,584,702 3,685,962 1,124,368 1,124,368 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-250 A-250

TEMPLE CITY UNIFIED SCHOOL DISTRICT

Temple City Unified School District 9528 East Longden Avenue Temple City, CA 91780 Attn: Chief Business Official

General

The District was established in 1954. The District encompasses an area of approximately four square miles and is located southeast of Pasadena in Los Angeles County. As of June 30, 2011, the District operated four elementary schools, one intermediate school, one high school, one alternative school, one adult school, one continuation school, and one junior academy.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General obligation bonds $18,664,751 Bond premiums 777,884 Capital lease payable 5,846,277 Other postemployment benefits 1,359,033 Early retirement incentives 1,366,827 Compensated absences 619,168 Unmatured interest payable (capital appreciation bonds) 7,050,566 TOTAL LONG-TERM OBLIGATIONS $35,684,506

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District and the Temple City Education Association (certificated) are operating under a contract that will expire on June 30, 2013. The District and CSEA Chapter 105 have a contract that will expire on June 30, 2012. The District and CSEA Chapter 823 had a contract that expired on June 30, 2011. Those classified staff members have agreed to work under the terms of the previous contract until a new agreement is finalized.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferrals: July 2011 payment deferred to September 2011 (56%) and to January, 2012 (44%); August 2011 payment deferred to January 2012 (100%); October 2011 payment deferred to January 2012 (100%).

 Anticipated reduction of $13 per ADA is included.

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 Projected step-and-column adjustment for fiscal year 2012-13 is $424,888.

 Average class size in K-3 increased from 22:1 in fiscal year 2010-11 to 24.5:1 in 2011-12. This reflects an approximate savings of $350,000 per year.

 If the State budget cuts deepen, further staff reductions would be required. We have a Board- approved detailed reduction plan for fiscal years 2012-13 and 2013-14 should the budget cuts deepen.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Funded Fiscal Year ADA Revenue Limit

2007-08 5,559 $5,811.08 2008-09 5,501 5,603.47 2009-10 5,422 4,978.56 2010-11 5,500 5,260.59 2011-12(1) 5,551 5,012.13 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

TEMPLE CITY UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $3,000,826,715 $0 $30,166,080 $3,030,992,795 2008-09 3,187,338,176 0 31,962,460 3,219,300,636 2009-10 3,197,406,591 0 30,925,683 3,228,332,274 2010-11 3,286,437,005 0 33,136,480 3,319,573,485 2011-12 3,435,746,363 0 34,245,874 3,469,992,237 ______Source: California Municipal Statistics, Inc.

A-252A-222

Retirement Systems

Fiscal Year Contribution

2010-11 $1,797,325 2009-10 1,831,192 2008-09 1,805,121

Fiscal Year Contribution

2010-11 $725,321 2009-10 647,749 2008-09 621,997

Post Employment Benefits

The District provides post-employment health care benefits to all employees who retire on or after attaining age 55 with at least 10 years of service. These retirement health care benefits will be paid through age 65. Expenditures for postemployment benefits are recognized on a pay-as-you-go basis, as premiums are paid. According to the October 1, 2009 actuarial valuation date, the District’s unfunded actuarial accrued liability was $7,773,592, and the annual required contribution was $607,052. During the 2010-11 fiscal year, the District contributed $313,625, leaving a net OPEB obligation of $1,359,033.

A-253A-223

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2011 as of June 30, 2012

Deferred Maintenance Fund $331,092 $50,000 $50,000

Total $331,092 $50,000 $50,000

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

TEMPLE CITY UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 7,119,354 $ 9,236,114 $ 6,762,001 Total Revenues 45,712,230 40,820,333 43,442,181 Total Beginning Fund Balance and Revenues 52,831,584 50,056,447 50,204,182 Total Expenditures 44,873,112 43,269,446 42,568,633 Other Financing Sources (Uses) 1,277,642 (25,000) 115,371 ENDING FUND BALANCE $ 9,236,114 $ 6,762,001 $ 7,750,920

A-254A-224

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

TEMPLE CITY UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 6,762,001 $ 7,665,759 Total Revenues 41,386,779 38,214,427 Total Beginning Fund Balance and Revenues 48,148,780 45,880,186 Total Expenditures 42,647,299 40,531,552 Other Financing Sources (Uses) 115,370 183,000 ENDING FUND BALANCE $ 5,616,851 $ 5,531,634 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

TEMPLE CITY UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $14,915,088 $15,850,229 $15,251,328

Liabilities $ 5,678,974 $ 9,088,228 $ 7,500,408 Fund Balance 9,236,114 6,762,001 7,750,920 Total Liabilities and Fund Balance $14,915,088 $15,850,229 $15,251,328

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

TEMPLE CITY UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $4,645,716.52 $175,980.34 3.79% 2007-08 5,113,006.80 256,584.90 5.02 2008-09 5,419,617.23 254,800.18 4.70 2009-10 5,414,947.33 186,459.64 3.44 2010-11 5,596,749.79 134,803.10 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $1,355,667.91 $21,126.67 1.56% 2007-08 1,305,077.11 30,728.34 2.35 2008-09 1,456,726.61 34,951.37 2.40 2009-10 1,543,804.98 35,889.04 2.32 2010-11 1,612,343.65 23,527.46 1.46 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Bond debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

TEMPLE CITY UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Baldwin Arcadia Center LP Shopping Center $23,842,000 0.69% 2. 720 West Camino Real LLC Convalescent Home 15,103,966 0.44 3. TCD Enterprise Inc. Commercial 12,053,312 0.35 4. Linkworld Properties LLC Shopping Center 11,055,087 0.32 5. Thomas W. Redfern Apartments 9,745,700 0.28 $71,800,065 2.09% ______(1) 2011-12 Local Secured Assessed Valuation: $3,435,746,363. Source: California Municipal Statistics, Inc.

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TEMPLE CITY UNIFIED SCHOOL DISTRICT CASH FLOWS

A-257A-227 Temple City Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $5,661,706 $5,451,547 $8,226,098 $10,414,178 $7,386,734 $2,983,343 $4,169,408 $7,790,547 $5,495,673 $7,240,783 $7,591,278 $5,897,046 $5,661,706 BEGINNING CASH EXCLUDING TRAN $1,946,706 $1,736,547 $4,511,098 $6,699,178 $3,671,734 $2,983,343 $4,169,408 $7,790,547 $5,495,673 $2,740,783 $3,091,278 $1,397,046 $5,661,706 RECEIPTS Revenue Limit Property Taxes 211,526 214,140 235,412 2,340,261 587,757 379,615 1,687,454 505,333 22,645 6,184,144 Principal Apportionment 0 0 2,715,104 0 2,070,842 2,070,842 5,798,358 115,139 0 1,058,407 345,002 0 8,835,662 23,009,356 2010-11 Deferrals 1,543,392 2,816,269 1,634,363 0 0 0 000000 5,994,024 Other 0 0 0 0 0 0 000000 0 Federal Revenue 25,520 29,391 229,361 16,145 81,491 45,631 386,215 325,220 404,396 397,381 425,269 309,009 2,675,029 Other State Revenue 165,265 126,983 551,587 252,283 202,322 408,511 547,546 602,795 530,758 455,369 472,698 411,926 4,728,042 Other Local Revenue 108,400 91,426 166,044 489,441 360,762 36,117 384,759 278,265 273,963 348,376 273,426 178,023 2,989,000 Interfund Transfer In 183,000 183,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 2,054,103 3,278,209 5,296,458 940,869 2,950,829 4,901,362 7,704,635 1,701,033 1,209,118 3,946,987 2,021,727 921,603 8,835,662 45,762,595 DISBURSEMENTS Certificated Salaries 291,612 216,548 1,986,282 2,020,910 2,040,588 2,048,212 2,026,788 2,125,715 2,054,585 2,080,181 2,064,007 2,153,365 21,108,792 Classified Salaries 9,170 377,076 342,037 566,619 580,682 617,672 551,244 573,533 583,610 582,235 616,063 557,804 416,156 6,373,900 Employee Benefits 86,199 145,431 859,795 694,367 695,101 692,078 703,707 729,933 731,207 705,098 743,888 804,538 7,591,340 Books, Supplies and Services 392,522 361,820 314,991 351,388 435,369 268,946 360,103 577,833 423,861 398,362 375,297 294,106 4,554,598 Capital Outlay 34,985 14,351 49,336 Other Outgo 132,108 13,237 (145,345) 0 Interfund Transfers Out 853,586 853,586 TOTAL DISBURSEMENTS 779,503 1,100,875 3,503,105 3,765,392 3,799,962 3,626,908 3,641,841 4,007,013 3,793,262 3,765,876 3,799,255 4,532,404 416,156 40,531,551 PRIOR YEAR TRANSACTIONS Accounts Receivable 616,464 1,119,466 675,336 225,154 (3,086) 33,007 (283,971) (29,350) 46,945 47,879 (33,044) 0 2,414,799 Accounts Payable 2,101,224 522,249 280,609 428,075 (163,828) 121,397 157,684 (40,456) 217,690 (121,506) (116,339) (113,460) 3,273,338 TOTAL PY TRANSACTIONS (1,484,760) 597,217 394,727 (202,921) 160,742 (88,389) (441,654) 11,106 (170,745) 169,385 83,295 113,460 0 (858,539) NET INCREASE/DECREASE (210,159) 2,774,551 2,188,080 (3,027,444) (688,391) 1,186,065 3,621,139 (2,294,874) (2,754,890) 350,495 (1,694,233) (3,497,341) 8,419,506 5,231,044 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 4,500,000 4,500,000 Cross FY TRAN Disbursements 3,715,000 3,715,000 ENDING CASH EXCLUDING TRAN $1,736,547 $4,511,098 $6,699,178 $3,671,734 $2,983,343 $4,169,408 $7,790,547 $5,495,673 $2,740,783 $3,091,278 $1,397,046 ($2,100,295) ($2,100,295) TRAN BALANCE AVAILABLE 3,715,000 3,715,000 3,715,000 3,715,000 0 0 0 0 4,500,000 4,500,000 4,500,000 4,500,000 4,500,000 ENDING CASH INCLUDING TRAN 5,451,547 8,226,098 10,414,178 7,386,734 2,983,343 4,169,408 7,790,547 5,495,673 7,240,783 7,591,278 5,897,046 2,399,705 2,399,705

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,399,705 $5,644,636 $8,680,351 $10,891,232 $5,370,788 $2,431,990 $3,717,649 $7,581,867 $5,330,024 $4,613,249 $5,039,166 $3,455,327 $2,399,705 BEGINNING CASH EXCLUDING TRAN ($2,100,295) $1,144,636 $4,180,351 $6,391,232 $3,120,788 $2,431,990 $3,717,649 $7,581,867 $5,330,024 $2,613,249 $3,039,166 $1,455,327 $2,399,705 RECEIPTS Revenue Limit Property Taxes 211,526 214,140 235,412 2,340,261 587,757 379,615 1,687,454 505,333 22,645 6,184,144 Principal Apportionment 0 0 2,812,905 0 2,145,436 2,145,436 6,007,220 119,287 (0) 1,096,533 357,430 0 9,153,930 23,838,174 2011-12 Deferrals 5,778,167 4,039,604 0 0 0 0 000000 9,817,771 Other 0 Federal Revenue 25,520 29,391 229,361 16,145 81,491 45,631 386,215 325,220 404,396 397,381 425,269 309,009 2,675,029 Other State Revenue 90,265 51,983 476,587 177,283 127,322 333,511 472,546 527,795 455,758 380,369 397,698 331,042 3,822,158 Other Local Revenue 108,400 91,426 166,044 489,441 360,762 36,117 384,759 278,265 273,963 348,376 273,426 229,423 3,040,400 Interfund Transfer In 0 0 0 15,000 0 0 0 15,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,213,878 4,426,544 3,684,896 697,869 2,950,423 4,900,956 7,838,497 1,630,181 1,134,117 3,910,112 1,959,155 892,119 9,153,930 49,392,676 DISBURSEMENTS Certificated Salaries 291,612 216,548 1,986,282 2,020,910 2,040,588 2,048,212 1,984,913 2,081,795 2,012,136 2,037,203 2,021,363 1,931,107 20,672,670 Classified Salaries 9,170 377,076 342,037 566,619 580,682 517,672 515,969 536,831 546,263 544,977 519,260 519,942 389,525 5,966,024 Employee Benefits 86,199 145,431 859,795 694,367 695,101 692,078 671,639 696,671 697,886 673,039 710,368 622,837 7,245,410 Books, Supplies and Services 562,522 531,820 314,991 351,388 435,369 268,946 360,103 577,833 423,861 398,362 375,297 299,385 4,899,877 Capital Outlay 34,985 14,887 49,872 Other Outgo 132,108 13,237 (145,345) 0 Interfund Transfers Out 708,586 708,586 TOTAL DISBURSEMENTS 949,503 1,270,875 3,503,105 3,765,392 3,799,962 3,526,908 3,532,624 3,893,130 3,680,147 3,653,581 3,626,289 3,951,398 389,525 39,542,439 PRIOR YEAR TRANSACTIONS Accounts Receivable 81,780 375,295 2,309,699 225,154 (3,086) 33,007 (283,971) (29,350) 46,945 47,879 (33,044) 2,770,307 Accounts Payable 2,101,224 495,249 280,609 428,075 (163,828) 121,397 157,684 (40,456) 217,690 (121,506) (116,339) (113,460) 3,246,338 TOTAL PY TRANSACTIONS (2,019,444) (119,954) 2,029,090 (202,921) 160,742 (88,389) (441,654) 11,106 (170,745) 169,385 83,295 113,460 (476,031) NET INCREASE/DECREASE 3,244,931 3,035,715 2,210,881 (3,270,444) (688,797) 1,285,659 3,864,218 (2,251,843) (2,716,775) 425,916 (1,583,839) (2,945,819) 8,764,404 9,850,237 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 2,000,000 2,000,000 Cross FY TRAN Disbursements 2,250,000 2,250,000 4,500,000 ENDING CASH EXCLUDING TRAN $1,144,636 $4,180,351 $6,391,232 $3,120,788 $2,431,990 $3,717,649 $7,581,867 $5,330,024 $2,613,249 $3,039,166 $1,455,327 ($1,490,493) ($1,490,493) TRAN BALANCE AVAILABLE 4,500,000 4,500,000 4,500,000 2,250,000 0 0 0 0 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 ENDING CASH INCLUDING TRAN 5,644,636 8,680,351 10,891,232 5,370,788 2,431,990 3,717,649 7,581,867 5,330,024 4,613,249 5,039,166 3,455,327 509,507 509,507 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-258 A-258

WALNUT VALLEY UNIFIED SCHOOL DISTRICT

Walnut Valley Unified School District 880 S. Lemon Avenue Walnut, CA 91789 Attn: Director of Fiscal Services

General

The Walnut Valley Unified School District was unified in 1970, and consists of an area comprising approximately 21 square miles. As of June 30, 2011, the District operated nine elementary schools, three middle schools, two comprehensive high schools, and one continuation school.

Organization

The District is governed by a five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance General obligation bonds $143,116,804 Premium on issuance 1,794,465 Accumulated vacation – net 1,400,605 Capital leases 1,761,555 Supplemental employee retirement plan 2,504,247 OPEB obligation – net 1,475,843 TOTAL LONG-TERM OBLIGATIONS $152,053,519

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District and its certificated employees group are in the third year of a three year contract with an expiration date of June 30, 2012. The current agreement reduces K-3 class size ratios from 30 to 1 to 24.5 to 1 and eliminates the vocal and instrumental music programs at the elementary level. The District and the classified staff are in the second year of a two year contract with an expiration date of June 30, 2012.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Fiscal year 2011-12 - total of $3,736,379 ($260 per ADA) for potential cut has been designated in the reserve;

 Fiscal year 2012-13 - $370 per ADA potential cut has not been included in the cash flow;

 Insurance company estimated 0% increase in the premium for the Certificated health insurance and 3-5% for other groups in 2012. However, District has budgeted overall 3% increase in health insurance premium for fiscal year 2012-13;

A-259A-228

 1.35% increase for step-and-column in fiscal year 2012-13;

 Rescinded 4 furlough days for Certificated, Classified, and Unrepresented groups;

 Deferred State Apportionments:

Fiscal Year 2011-12 Principal Apportionment Deferral

Month Deferred From Amount Deferred Month Deferred To

July 2011 $1,609,536 September 2011 July 2011 1,244,428 January 2012 August 2011 2,853,964 January 2012 October 2011 5,137,135 January 2012 February 2012 5,374,227 July 2012 (2012-13) March 2012 2,219,239 April 2012 March 2012 3,471,118 August 2012 (2012-13) April 2012 1,131,749 July 2012 (2012-13) April 2012 3,869,443 August 2012 (2012-13) May 2012 2,092,787 July 2012 (2012-13) May 2012 2,649,178 August 2012 (2012-13) June 2012 5,690,358 July 2012 (2012-13)

Fiscal Year 2012-13 Principal Apportionment Deferral

Month Deferred From Amount Deferred Month Deferred To

July 2012 $1,362,010 September 2012 July 2012 1,244,428 January 2013 August 2012 3,123,624 January 2013 October 2012 5,622,524 January 2013 February 2013 5,622,524 July 2013 (2013-14) March 2013 2,192,784 April 2013 March 2013 3,429,740 August 2013 (2013-14) April 2013 1,118,258 July 2013 (2013-14) April 2013 3,823,316 August 2013 (2013-14) May 2013 2,067,839 July 2013 (2013-14) May 2013 2,617,597 August 2013 (2013-14) June 2013 5,622,524 July 2013 (2013-14)

 The District designated $3,736,379 for potential cut of $260 per ADA in its current fiscal year 2011-12 budget;

 If the trigger reduction of $370 per ADA happens in fiscal year 2012-13, the District will have a negative cash impact, and will initiate negotiations for furlough days or other salary reductions.

A-260A-229

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below. Funded Fiscal Year ADA Revenue Limit

2007-08 14,955 $5,916.96 2008-09 14,683 5,794.35 2009-10 14,456 5,173.23 2010-11 14,371 5,319.52 2011-12(1) 14,371 5,324.32 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

WALNUT VALLEY UNIFIED SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $7,842,857,617 $366,490 $151,648,223 $7,994,872,330 2008-09 8,222,362,668 364,366 159,430,237 8,382,157,271 2009-10 8,273,002,566 427,588 157,898,403 8,431,328,557 2010-11 8,305,567,367 442,286 156,782,856 8,462,792,509 2011-12 8,533,914,855 475,002 161,660,594 8,696,050,451 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $4,480,875 2009-10 4,670,153 2008-09 4,939,101

A-261A-230

Fiscal Year Contribution

2010-11 $1,549,554 2009-10 1,495,631 2008-09 1,488,975

Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. An actuarial study, dated as of July 1, 2010, estimated the District’s UAAL to be $8,767,471. The Annual Required Contribution is $945,671. The District’s contribution requirements have been negotiated with the employee groups and are currently based on projected pay-as-you-go financing requirements. For fiscal year 2010-11, the District contributed $365,800, all of which was used for current premiums. The Net OPEB obligation as of June 30, 2011 was $1,475,843.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Deferred Maintenance Fund $ 602,309 $ 500,000 $ 350,000 Capital Facilities Fund 918,664 750,000 700,000 Special Reserve Fund for Capital Facilities 580,591 450,000 500,000

Total $2,101,564 $1,700,000 $1,550,000

A-262A-231

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

WALNUT VALLEY UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE – revised $ 13,079,839 $ 15,425,680 $ 10,529,931 Total Revenues 118,656,629 106,926,972 110,507,472 Total Beginning Fund Balance and Revenues 131,736,468 122,352,652 121,037,403 Total Expenditures 118,794,928 112,767,794 110,154,094 Other Financing Sources (Uses) 2,484,140 945,073 5,290,000 ENDING FUND BALANCE $ 15,425,680 $ 10,529,931 $ 16,173,309

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

WALNUT VALLEY UNIFIED SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 10,529,931 $ 16,174,089 Total Revenues 107,666,530 107,184,562 Total Beginning Fund Balance and Revenues 118,196,461 123,358,651 Total Expenditures 104,837,389 111,226,680 Other Financing Sources (Uses) 5,290,000 525,000 ENDING FUND BALANCE $ 18,649,072 $ 12,656,971 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

A-263A-232

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

WALNUT VALLEY UNIFIED SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $29,631,969 $28,522,485 $34,954,573

Liabilities $14,206,289 $17,992,554 $18,719,222 Fund Balance 15,425,680 10,529,931 16,235,351 Total Liabilities and Fund Balance $29,631,969 $28,522,485 $34,954,573

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

WALNUT VALLEY UNIFIED SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $13,461,680.22 $509,859.10 3.79% 2007-08 14,558,394.32 729,962.17 5.01 2008-09 15,209,870.48 714,888.12 4.70 2009-10 15,258,301.14 525,290.87 3.44 2010-11 15,384,226.25 370,413.59 2.41

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $6,382,134.42 $148,219.64 2.32% 2007-08 6,626,097.56 202,895.91 3.06 2008-09 9,197,428.68 288,461.69 3.14 2009-10 9,529,445.99 210,146.67 2.21 2010-11 9,686,396.01 116,639.16 1.20 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Bond debt service levy only. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

WALNUT VALLEY UNIFIED SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Fairway Sub A-E LLC Industrial $ 88,371,417 1.04% 2. Catellus Development Corp. Industrial 56,760,404 0.67 3. Santa Fe Pacific Realty Corp. Industrial 51,101,613 0.60 4. Sysco Continental Food Services Industrial 47,510,453 0.56 5. Country Hills Holding LLC Shopping Center 45,911,460 0.54 $289,655,347 3.41% ______(1) 2011-12 Local Secured Assessed Valuation: $8,533,914,855. Source: California Municipal Statistics, Inc.

A-265A-234

WALNUT VALLEY UNIFIED SCHOOL DISTRICT CASH FLOWS

A-266A-235 Walnut Valley Unified School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $9,324,289 $5,119,630 $11,002,987 $22,832,009 $14,711,827 $8,249,151 $10,056,846 $17,749,978 $12,189,164 $23,620,181 $20,375,351 $16,297,177 $9,324,289 BEGINNING CASH EXCLUDING TRAN $3,324,289 ($880,370) $5,002,987 $16,832,009 $8,711,827 $8,249,151 $10,056,846 $17,749,978 $12,189,164 $3,620,181 $375,351 ($3,702,823) $9,324,289 RECEIPTS Revenue Limit Property Taxes 440,451 641,018 579,884 4,922,176 1,267,864 2,015,635 3,535,245 2,505,576 126,636 122,673 16,157,158 Principal Apportionment 6,746,671 5,137,135 5,137,135 14,372,663 316,131 2,908,406 948,393 24,608,240 60,174,774 2010-11 Deferrals 5,267,849 6,485,155 3,763,490 15,516,494 Other 0 0 0 0 183,844 183,844 Federal Revenue 314 390,550 858,395 104,901 143,411 258,484 588,865 409,716 309,697 546,016 236,281 234,210 4,080,840 Other State Revenue 1,253,103 1,633,666 1,658,445 925,601 1,259,266 1,158,070 1,157,726 1,140,372 1,274,109 1,074,401 1,280,797 1,155,306 55,730 15,026,592 Other Local Revenue 32 161,207 502,672 478,567 1,172,868 134,359 519,896 58,002 942,250 326,651 1,742,296 969,910 4,552,644 11,561,354 Interfund Transfer In 700,000 700,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 6,961,749 9,311,596 13,529,673 1,404,168 8,954,054 11,495,151 17,576,633 4,119,005 2,626,075 8,154,400 7,023,078 2,488,133 29,757,341 123,401,056 DISBURSEMENTS Certificated Salaries 4,698 368,222 647,343 5,486,669 5,482,103 5,622,382 5,486,288 5,570,220 5,520,579 5,553,008 5,477,253 5,589,881 5,146,115 55,954,761 Classified Salaries 10,602 852,141 1,127,868 1,413,022 1,451,526 1,545,549 1,305,377 1,286,543 1,309,647 1,460,493 1,216,929 1,240,070 267,479 14,487,246 Employee Benefits 924,692 285,863 406,968 2,335,909 2,366,554 2,374,885 2,335,823 2,404,374 2,434,841 2,669,153 2,467,847 2,528,782 1,853,684 25,389,375 Books, Supplies and Services 660,799 1,684,601 719,488 776,140 673,300 652,555 945,457 461,450 635,343 716,221 891,936 604,945 270,262 9,692,497 Capital Outlay 3,237 1,148 1,619 5,941 5,941 5,941 5,941 5,941 5,941 5,248 1,023 47,921 Other Outgo 36,849 22,914 596,143 318,247 308,360 42,877 1,155,321 737,591 1,140,637 328,653 967,288 5,654,880 Interfund Transfers Out 175,000 175,000 TOTAL DISBURSEMENTS 1,600,791 3,230,913 2,902,815 10,036,273 10,575,567 10,519,559 10,387,246 9,771,405 11,061,672 11,142,407 11,199,850 10,293,354 8,679,828 111,401,680 PRIOR YEAR TRANSACTIONS Accounts Receivable 909,514 76,862 3,059,475 512,973 1,161,915 923,437 585,125 123,398 32,202 15,680 182,501 87,567 7,670,649 Accounts Payable 10,475,131 274,188 1,857,311 1,050 3,078 91,334 81,380 31,812 165,588 272,503 83,903 36,666 13,373,944 TOTAL PY TRANSACTIONS (9,565,617) (197,326) 1,202,164 511,923 1,158,837 832,103 503,745 91,586 (133,386) (256,823) 98,598 50,901 0 (5,703,295) NET INCREASE/DECREASE (4,204,659) 5,883,357 11,829,022 (8,120,182) (462,676) 1,807,695 7,693,132 (5,560,814) (8,568,983) (3,244,830) (4,078,174) (7,754,320) 21,077,513 11,999,376 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 20,000,000 20,000,000 Cross FY TRAN Disbursements 6,000,000 6,000,000 ENDING CASH EXCLUDING TRAN ($880,370) $5,002,987 $16,832,009 $8,711,827 $8,249,151 $10,056,846 $17,749,978 $12,189,164 $3,620,181 $375,351 ($3,702,823) ($11,457,143) ($11,457,143) TRAN BALANCE AVAILABLE 6,000,000 6,000,000 6,000,000 6,000,000 0 0 0 0 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 ENDING CASH INCLUDING TRAN 5,119,630 11,002,987 22,832,009 14,711,827 8,249,151 10,056,846 17,749,978 12,189,164 23,620,181 20,375,351 16,297,177 8,542,857 8,542,857

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $8,542,857 $14,986,374 $23,187,557 $32,533,604 $14,448,308 $3,321,587 $4,826,297 $13,356,163 $7,972,667 $19,444,436 $16,785,590 $12,832,282 $8,542,857 BEGINNING CASH EXCLUDING TRAN ($11,457,143) ($5,013,626) $3,187,557 $12,533,604 $4,448,308 $3,321,587 $4,826,297 $13,356,163 $7,972,667 ($555,564) ($3,214,410) ($7,167,718) $8,542,857 RECEIPTS Revenue Limit Property Taxes 447,200 650,840 0 0 588,769 4,997,595 1,287,290 2,046,519 0 3,589,413 2,543,967 128,576 124,553 16,404,721 Principal Apportionment 7,384,139 5,622,524 5,622,524 15,730,682 312,362 2,873,735 937,087 23,989,436 62,472,489 2011-12 Deferrals 13,480,481 9,424,408 22,904,889 Other 0 0 0 Federal Revenue 356,780 127,875 358,395 87,854 104,112 148,941 254,556 547,899 381,213 274,238 508,031 219,843 427,204 3,796,941 Other State Revenue 1,291,056 1,233,666 1,158,445 925,601 1,276,614 1,128,535 1,257,291 1,339,909 1,273,599 1,074,030 1,580,251 1,454,848 27,555 15,021,400 Other Local Revenue 86,136 107,595 502,672 478,567 669,411 292,112 519,896 58,002 913,572 910,207 1,689,268 802,656 4,179,381 11,209,475 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 15,661,653 11,544,384 9,403,651 1,492,022 8,261,430 12,189,707 19,049,715 4,304,691 2,568,384 8,721,623 7,258,604 2,605,923 28,748,129 131,809,915 DISBURSEMENTS Certificated Salaries 0 335,890 647,343 5,486,669 5,497,676 5,481,385 5,469,461 5,553,115 5,503,308 5,530,128 5,459,463 5,571,387 5,233,819 55,769,644 Classified Salaries 4,139 773,067 1,127,868 1,413,022 1,478,213 1,387,512 1,309,223 1,290,324 1,314,204 1,465,262 1,221,163 1,244,733 508,926 14,537,656 Employee Benefits 926,829 346,526 406,968 2,335,909 2,342,752 2,506,564 2,336,413 2,404,981 2,435,456 2,770,681 2,468,471 2,529,421 1,584,818 25,395,789 Books, Supplies and Services 830,680 1,686,188 719,488 776,140 187,090 532,316 1,100,138 488,475 654,940 719,984 920,776 674,965 636,098 9,927,278 Capital Outlay 1,619 2,208 1,148 1,619 4,323 863 28,169 39,949 Other Outgo 23,799 2,006 22,914 1,001,434 308,360 42,877 1,155,321 737,591 1,140,637 328,653 891,288 5,654,880 Interfund Transfers Out 175,000 175,000 TOTAL DISBURSEMENTS 1,787,066 3,145,885 2,902,815 10,036,273 9,510,054 10,909,211 10,523,595 9,779,772 11,063,229 11,223,646 11,210,510 10,350,022 9,058,118 111,500,196 PRIOR YEAR TRANSACTIONS Accounts Receivable 909,514 76,872 4,102,542 460,005 146,303 305,452 85,125 123,398 32,202 15,680 82,501 2,567 6,342,161 Accounts Payable 8,340,584 274,188 1,257,331 1,050 24,400 81,237 81,380 31,812 65,588 172,503 83,903 1,666 10,415,642 TOTAL PY TRANSACTIONS (7,431,070) (197,316) 2,845,211 458,955 121,903 224,215 3,745 91,586 (33,386) (156,823) (1,402) 901 (4,073,481) NET INCREASE/DECREASE 6,443,517 8,201,183 9,346,047 (8,085,296) (1,126,721) 1,504,711 8,529,865 (5,383,495) (8,528,231) (2,658,846) (3,953,308) (7,743,198) 19,690,011 20,309,719 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 20,000,000 20,000,000 Cross FY TRAN Disbursements 10,000,000 10,000,000 20,000,000 ENDING CASH EXCLUDING TRAN ($5,013,626) $3,187,557 $12,533,604 $4,448,308 $3,321,587 $4,826,297 $13,356,163 $7,972,667 ($555,564) ($3,214,410) ($7,167,718) ($14,910,916) ($14,910,916) TRAN BALANCE AVAILABLE 20,000,000 20,000,000 20,000,000 10,000,000 0 0 0 0 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 ENDING CASH INCLUDING TRAN 14,986,374 23,187,557 32,533,604 14,448,308 3,321,587 4,826,297 13,356,163 7,972,667 19,444,436 16,785,590 12,832,282 5,089,084 5,089,084 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-267 A-267

WHITTIER CITY SCHOOL DISTRICT

Whittier City School District 7211 S. Whittier Avenue Whittier, CA 90602 Attn: Assistant Superintendent Business Services

General

The Whittier City School District was formed on February 21, 1898, at the same time that the City of Whittier was incorporated as a city. The District is bound by the San Gabriel River on the north and west, by Washington and Whittier Boulevards on the south, and the East Whittier City School District on the east. As of June 30, 2011, the District operated nine elementary schools, two middle schools, and one Community Day School.

Organization

The District is governed by a five-member Board of Education whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General Obligation Bonds: $26,645,000 Premium on issuance 176,886 Certificates of participation 8,345,000 Accumulated vacation – net 106,892 Net OPEB obligation 2,963,012 TOTAL LONG-TERM OBLIGATIONS $38,236,790

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The agreements with both the Whittier Elementary Teachers Association (“WETA”) and CSEA (classified employees) expired on June 30, 2011 but the employees have agreed to continue to work under the terms of the previous agreements until new ones are finalized. WETA and the District have agreed orally that the previous contract will be enforced until the State budget becomes clear. This contract has furlough days and salary reductions that are continuing for fiscal years 2012-13 and 2013-14.

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Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments will be approximately 40% deferred to be paid in fiscal year 2012-13. Projections for the deferrals for fiscal year 2012-13 are the same as fiscal year 2011-12;

 Budget trigger cuts calculation released by the Governor indicates the $11/ADA ($68,916) will be reduced in fiscal year 2011-12;

 In addition, the Home to School and Special Education Transportation funding will be cut to approximately 50% of the District’s original 2011-12 Budget or approximately $250,000;

 Total State Budget cuts due to the Governor’s budget trigger of $318,915 will be addressed in the District’s budget and reflected in the Second Interim budget report;

 1.4% salary increase for certificated and classified employees for step-and-column, step-and- range per fiscal year;

 The WETA and the District have agreed orally that the previous contract will be enforced until the State budget becomes clear. The contract has furlough days and salary reductions that are continuing for fiscal years 2012-13 and 2013-14. The contract expired on June 30, 2011;

 No changes in class size anticipated;

 COLA for fiscal year 2011-12: 2.24% or $137/ADA;

 COLA for fiscal year 2012-13: 3.1% or $194/ADA;

 If the State Budget cuts deepen, the District will use the Fund Balance reserve Unassigned/Unappropriated to cover any budget revenue cuts that the State may apply this fiscal year 2011-12 or next fiscal year 2012-13. In addition, the District will reduce teaching staff by changing the student/teacher ratio from 29.5:1 to 33:1. This change will result in a reduction in FTEs by 18 teachers and save the District approximately $1,170,000.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 6,458 $5,632.37 2008-09 6,396 5,479.19 2009-10 6,350 4,802.07 2010-11 6,259 5,122.58 2011-12(1) 6,265 5,083.98 ______(1) Projected in the District’s 2011-12 First Interim Report.

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Assessed Value

WHITTIER CITY SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Year Ending June 30

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $4,697,226,646 $258,501 $175,241,297 $4,872,726,444 2008-09 4,924,067,008 258,459 170,525,894 5,094,851,361 2009-10 4,872,374,582 174,454 175,887,739 5,048,436,775 2010-11 4,807,049,837 269,795 159,627,609 4,966,947,241 2011-12 4,873,629,828 270,438 157,629,377 5,031,529,643 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $1,853,380 2009-10 2,033,554 2008-09 2,177,403

Fiscal Year Contribution

2010-11 $737,337 2009-10 677,891 2008-09 699,744

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Post Employment Benefits

The District provides OPEB to eligible retirees and their spouses. These benefits end at age 67. As of June 30, 2009, there were 110 retirees and beneficiaries receiving benefits, and 573 active plan members. Expenditures for post-employment benefits are recognized on a pay-as-you-go basis, as premiums are paid. The District’s last actuarial valuation, as of June 30, 2010, estimated the unfunded actuarial accrued liability to be $11,260,140 and the annual required contribution to be $1,339,030. During the 2010-11 fiscal year, expenditures of $372,342 were recognized for retirees’ health care benefits. Thus, the District’s net OPEB obligation is $2,963,012.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2012 as of June 30, 2013

Cafeteria Fund $585,310 $262,586 $262,586 Capital Facilities Fund 305,784 335,472 335,472

Total $891,094 $598,058 $598,058

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three fiscal years follows:

WHITTIER CITY SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 4,327,958 $ 5,060,038 $ 5,874,493 Total Revenues 54,415,884 50,732,731 51,320,818 Total Beginning Fund Balance and Revenues 58,743,842 55,792,769 57,195,311 Total Expenditures 53,405,248 49,748,571 48,383,585 Other Financing Sources (Uses) (278,556) (169,705) 312,880 ENDING FUND BALANCE $ 5,060,038 $ 5,874,493 $ 9,124,606

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 fiscal years is set forth in the table below:

WHITTIER CITY SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 5,874,493 $ 9,124,606 Total Revenues 49,126,323 48,177,812 Total Beginning Fund Balance and Revenues 55,000,816 57,302,418 Total Expenditures 47,819,750 47,972,592 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 7,181,066 $ 9,329,826 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

WHITTIER CITY SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $12,418,472 $14,973,196 $19,023,918

Liabilities $ 7,358,434 $ 9,098,703 $ 9,899,312 Fund Balance 5,060,038 5,874,493 9,124,606 Total Liabilities and Fund Balance $12,418,472 $14,973,196 $19,023,918

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Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five fiscal years are as follows:

WHITTIER CITY SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $3,571,488.81 $134,117.08 3.76% 2007-08 3,901,634.04 194,066.34 4.97 2008-09 4,062,677.07 189,417.54 4.66 2009-10 4,016,615.38 137,151.58 3.41 2010-11 3,969,922.88 94,802.28 2.39

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $1,722,855.10 $ 87,918.31 5.10% 2007-08 1,656,909.34 103,598.12 6.25 2008-09 1,626,308.85 85,112.23 5.23 2009-10 1,867,298.98 65,597.82 3.51 2010-11 1,650,884.59 38,526.75 2.33 ______(1) 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects countywide delinquency rate. (2) Bond debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

WHITTIER CITY SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Rose Hills Inc. Cemetery $129,298,245 2.65% 2. CPT SC Title Holding Corporation Industrial 67,513,475 1.39 3. RR and C Crossroads LLC Industrial 52,085,165 1.07 4. Quinn Group Inc. Industrial 48,700,416 1.00 5. Whittier Marketplace LP Shopping Center 38,000,000 0.78 $335,597,301 6.89% ______(1) 2011-12 Local Secured Assessed Valuation: $4,873,629,828. Source: California Municipal Statistics, Inc.

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WHITTIER CITY SCHOOL DISTRICT CASH FLOWS

A-274A-242 Whittier City School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $8,038,036 $6,561,204 $9,824,820 $13,971,298 $10,897,226 $4,905,553 $5,781,233 $9,456,213 $6,218,433 $12,589,896 $11,815,891 $8,776,790 $8,038,036 BEGINNING CASH EXCLUDING TRAN $3,038,036 $1,561,204 $4,824,820 $8,971,298 $5,897,226 $4,905,553 $5,781,233 $9,456,213 $6,218,433 $3,589,896 $2,815,891 ($223,210) $8,038,036 RECEIPTS Revenue Limit Property Taxes 0 45,982 142,623 0 203,263 1,099,887 759,502 268,013 0 978,605 620,327 0 66,340 4,184,542 Principal Apportionment 0 0 1,970,065 751,187 2,245,156 2,245,156 6,281,490 152,330 0 1,401,436 456,990 0 12,096,929 27,600,739 2010-11 Deferrals 2,139,020 2,874,308 1,671,110 0 0 0 00000006,684,438 Other 000000000 0 Federal Revenue 4,146 263,570 626,655 10,596 9,236 649,073 25,725 7,916 824,534 30,673 307,386 340,961 1,686,313 4,786,784 Other State Revenue 478,944 1,466,364 728,968 0 450,299 520,724 445,660 496,647 682,653 467,377 135,964 131,994 1,842,543 7,848,137 Other Local Revenue 0 45,466 162,174 353,960 156,199 262,993 443,995 328,587 206,372 298,884 108,291 104,750 1,220,062 3,691,733 Interfund Transfer In 000000000 0 Other Financing Sources 000000065,878 0 65,878 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 2,622,110 4,695,690 5,301,595 1,115,743 3,064,153 4,777,833 7,956,372 1,253,493 1,713,559 3,176,975 1,628,958 643,583 16,912,187 54,862,251 DISBURSEMENTS Certificated Salaries 0 538,341 395,007 2,194,182 2,238,373 2,185,855 2,158,385 2,115,217 2,215,288 2,174,082 2,181,931 2,196,471 2,057,469 22,650,601 Classified Salaries 0 326,560 315,864 618,603 639,533 655,732 621,727 602,457 643,263 647,797 659,699 648,783 599,859 6,979,877 Employee Benefits 39,451 187,606 173,344 906,894 914,838 904,629 937,086 918,777 950,402 944,576 967,046 965,736 852,270 9,662,655 Books, Supplies and Services 105,424 610,205 1,251,151 747,554 559,958 184,614 582,638 886,822 533,143 527,975 794,734 838,991 963,747 8,586,956 Capital Outlay 000000000004,000 0 4,000 Other Outgo 00000014,006 0 0 0 67,337 0 7,159 88,502 Interfund Transfers Out 0000000000000 0 TOTAL DISBURSEMENTS 144,875 1,662,712 2,135,366 4,467,233 4,352,702 3,930,830 4,313,842 4,523,273 4,342,096 4,294,430 4,670,747 4,653,981 4,480,504 47,972,591 PRIOR YEAR TRANSACTIONS Accounts Receivable 107,831 753,905 1,422,497 223,270 740,847 153,458 32,450 32,000 0 343,450 2,688 0 3,812,396 Accounts Payable 4,061,898 523,267 442,248 (54,148) 443,971 124,781 000000 5,542,017 TOTAL PY TRANSACTIONS (3,954,067) 230,638 980,249 277,418 296,876 28,677 32,450 32,000 0 343,450 2,688 0 0 (1,729,621) NET INCREASE/DECREASE (1,476,832) 3,263,616 4,146,478 (3,074,072) (991,673) 875,680 3,674,980 (3,237,780) (2,628,537) (774,005) (3,039,101) (4,010,398) 12,431,683 6,889,660 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 9,000,000 9,000,000 Cross FY TRAN Disbursements 5,000,000 5,000,000 ENDING CASH EXCLUDING TRAN $1,561,204 $4,824,820 $8,971,298 $5,897,226 $4,905,553 $5,781,233 $9,456,213 $6,218,433 $3,589,896 $2,815,891 ($223,210) ($4,233,608) ($4,233,608) TRAN BALANCE AVAILABLE 5,000,000 5,000,000 5,000,000 5,000,000 0 0 0 0 9,000,000 9,000,000 9,000,000 9,000,000 9,000,000 ENDING CASH INCLUDING TRAN 6,561,204 9,824,820 13,971,298 10,897,226 4,905,553 5,781,233 9,456,213 6,218,433 12,589,896 11,815,891 8,776,790 4,766,392 4,766,392

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $4,766,392 $8,872,804 $14,194,124 $16,812,984 $14,426,017 $8,603,509 $4,838,443 $8,676,042 $5,490,195 $2,866,305 $1,661,612 ($1,044,233) $4,766,392 BEGINNING CASH EXCLUDING TRAN ($4,233,608) ($127,196) $5,194,124 $7,812,984 $5,426,017 $4,103,509 $4,838,443 $8,676,042 $5,490,195 $2,866,305 $1,661,612 ($1,044,233) $4,766,392 RECEIPTS Revenue Limit Property Taxes 45,985 142,613 0 203,176 1,125,287 748,250 373,456 0 978,802 625,154 0 41,059 4,283,782 Principal Apportionment 0 0 1,989,564 751,187 2,245,156 2,245,156 6,281,490 152,330 0 1,401,436 456,900 0 11,004,350 26,527,569 2011-12 Deferrals 7,203,529 4,959,741 12,163,270 Other 0000000000000 0 Federal Revenue 4,146 263,235 600,145 10,200 9,278 650,478 25,732 10,254 824,536 30,675 307,456 341,095 1,125,873 4,203,103 Other State Revenue 4,250 416,723 725,323 299,127 455,568 499,823 682,653 467,377 735,545 467,377 293,421 131,992 1,860,144 7,039,323 Other Local Revenue 0 4,652 162,175 355,150 150,619 265,421 343,551 325,784 205,884 298,332 208,129 248,125 1,087,819 3,655,641 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 7,211,925 5,690,336 3,619,820 1,415,664 3,063,797 4,786,165 8,081,676 1,329,201 1,765,965 3,176,622 1,891,060 721,212 15,119,245 57,872,688 DISBURSEMENTS Certificated Salaries 0 512,549 395,100 2,226,451 2,235,626 2,226,585 2,159,853 2,216,015 2,215,255 2,205,157 2,236,497 2,215,440 2,065,469 22,909,997 Classified Salaries 0 320,618 317,279 619,563 639,603 675,614 622,224 610,455 649,635 647,447 669,699 631,961 611,270 7,015,368 Employee Benefits 39,178 188,424 174,982 965,120 964,151 945,184 979,985 986,750 989,143 999,736 1,013,157 1,015,786 896,168 10,157,764 Books, Supplies and Services 112,451 615,151 1,050,899 546,814 545,958 215,120 485,639 699,228 535,822 528,975 610,215 602,478 589,797 7,138,547 Capital Outlay 0000 0000000 0 Other Outgo 0000 14,006 0 0 0 67,337 0 7,159 88,502 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 151,629 1,636,742 1,938,260 4,357,948 4,385,338 4,062,503 4,261,707 4,512,448 4,389,855 4,381,315 4,596,905 4,465,665 4,169,863 47,310,178 PRIOR YEAR TRANSACTIONS Accounts Receivable 719,021 1,593,452 978,842 555,317 21,045 153,459 30,150 22,550 0000 4,073,836 Accounts Payable 3,672,905 325,726 41,542 0 22,012 142,187 12,520 25,150 0000 4,242,042 TOTAL PY TRANSACTIONS (2,953,884) 1,267,726 937,300 555,317 (967) 11,272 17,630 (2,600) 0000 (168,206) NET INCREASE/DECREASE 4,106,412 5,321,320 2,618,860 (2,386,967) (1,322,508) 734,934 3,837,599 (3,185,847) (2,623,890) (1,204,693) (2,705,845) (3,744,453) 10,949,382 10,562,510 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 8,000,000 8,000,000 Cross FY TRAN Disbursements 4,500,000 4,500,000 9,000,000 ENDING CASH EXCLUDING TRAN ($127,196) $5,194,124 $7,812,984 $5,426,017 $4,103,509 $4,838,443 $8,676,042 $5,490,195 $2,866,305 $1,661,612 ($1,044,233) ($4,788,686) ($4,788,686) TRAN BALANCE AVAILABLE 9,000,000 9,000,000 9,000,000 4,500,000 0 0 0 0 8,000,000 8,000,000 8,000,000 8,000,000 8,000,000 ENDING CASH INCLUDING TRAN 8,872,804 14,194,124 16,812,984 9,926,017 4,103,509 4,838,443 8,676,042 5,490,195 10,866,305 9,661,612 6,955,767 3,211,314 3,211,314 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-275 A-275

WILSONA SCHOOL DISTRICT

Wilsona School District 18050 East Avenue O Palmdale, CA 93591 Attn: Chief Business Official

General

The Wilsona School District was established in 1929. The District is located in northern Los Angeles County. As of June 30, 2011, the District operated one elementary school, one middle school and a community day school.

Organization

The District is governed by a five-member Board of Trustees whose members are elected to four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance Capital Lease Obligations $ 29,265 Retiree Health Benefits 407,852 Golden Handshakes 180,494 Compensated Absences 89,796 TOTAL LONG-TERM OBLIGATIONS $707,407

The District had no other long-term debt outstanding as of June 30, 2011.

Collective Bargaining Agreements

The District and CSEA Chapter 723 have a collective bargaining agreement that is scheduled to expire on June 30, 2012. The District and the Wilsona Teachers Association (“WTA”) are currently operating under the terms of a contract that expired in June 2010 in conjunction with a Memorandum of Understanding that lays out additional terms including layoffs. The District and WTA are currently finalizing negotiations for the 2011-12 year. The only fiscal impact that is expected is an increase in stipends (which total less than $3,000) and will be paid from categorical sources. The District has not yet begun negotiations with CSEA nor WTA for fiscal year 2012-13. However, both bargaining units are participating in a Joint Benefits Committee to recommend cost savings to health benefits for the coming year. Nothing has been finalized to date by the Committee.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 Deferred State Apportionments: 39% of the District’s Principal apportionment (approximately $2.7 million) to be deferred into fiscal year 2012-13;

 $545,716 has been set aside to cover the projected reductions due to the Governor’s trigger cuts;

 Employee benefits were budgeted with an increase of 5% for health and welfare increases;

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 Step and column has a projected 1.5% increase for the next 2 subsequent years;

 Reductions in staff have been projected in the 2 subsequent years, due to declining enrollment. The District is using some one-time dollars to support certain temporary positions. The District might not be able to sustain those temporary positions once funds are spent;

 No changes to class sizes.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Funded Fiscal Year ADA Revenue Limit

2007-08 1,844 $6,034.56 2008-09 1,756 5,851.50 2009-10 1,565 5,135.22 2010-11 1,458 5,398.40 2011-12(1) 1,399 5,390.57 ______(1) Projected in the District’s 2011-12 First Interim Report.

Assessed Value

WILSONA SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Total Before Fiscal Year Local Secured Utility Unsecured Rdv. Increment

2007-08 $591,336,441 $0 $ 4,880,616 $596,217,057 2008-09 605,862,770 0 9,709,183 615,571,953 2009-10 494,536,768 0 13,017,722 507,554,490 2010-11 381,831,718 0 12,928,168 394,759,886 2011-12 381,341,677 0 14,657,209 395,998,886 ______Source: California Municipal Statistics, Inc.

Retirement Systems

A-277A-244

Fiscal Year Contribution

2010-11 $429,348 2009-10 431,292 2008-09 552,861

The District also participates in CalPERS for all full-time and some part-time classified employees. Active plan members are required to contribute 7.0 percent of their salary, and the District is required to contribute an actuarially determined rate. The actuarial methods and assumptions used for determining the rate are those adopted by CalPERS Board of Administration. The required employer contribution rate for fiscal year 2010-11 was 10.707 percent of covered payroll. The contribution requirements of the plan members are established by State statute. The District’s contributions to CalPERS for the last three Fiscal Years are shown below and equal 100 percent of the required contributions for each year.

Fiscal Year Contribution

2010-11 $225,933 2009-10 211,653 2008-09 234,791

Post Employment Benefits

The District provides post-employment health care benefits to eligible District retirees. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the governing board. An actuarial study dated July 1, 2009, estimated the District’s UAAL to be $4,671,932 and the Annual Required Contribution to be $536,932. For fiscal year 2010-11, the District contributed $278,959 leaving a net OPEB obligation of $407,852.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance Projected Balance Projected Balance Name or Type of Fund as of June 30, 2011 as of June 30, 2011 as of June 30, 2012

Cafeteria Fund $648,791 $709,454 $709,454 Special Reserve Fund 5,944 6,086 $6,208 Capital Facilities Fund 0 0 0

Total $654,735 $715,540 $715,662

A-278A-245

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

WILSONA SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

BEGINNING FUND BALANCE - revised $ 844,851 $ 1,050,614 $ 1,962,041 Total Revenues 15,853,854 12,803,673 12,868,546 Total Beginning Fund Balance and Revenues 16,698,705 13,854,287 14,830,587 Total Expenditures 15,294,090 11,864,197 12,402,850 Other Financing Sources (Uses) (317,090) (28,052) (267,206) ENDING FUND BALANCE $ 1,087,525 $ 1,962,038 $ 2,160,531

Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

WILSONA SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET AND 2011-12 BUDGET(1) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 1,962,041 $ 1,931,085 Total Revenues 13,431,353 12,266,172 Total Beginning Fund Balance and Revenues 15,393,394 14,197,257 Total Expenditures 12,895,110 12,512,618 Other Financing Sources (Uses) (268,922) (21,642) ENDING FUND BALANCE $ 2,229,362 $ 1,662,997 ______(1) Reflects Projected Year Totals from First Interim Report for 2011-12.

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Comparison of District Balance Sheets

A comparison of the District’s General Fund balance sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below:

WILSONA SCHOOL DISTRICT GENERAL FUND BALANCE SHEETS FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $4,012,168 $5,240,773 $4,891,004

Liabilities $2,924,643 $3,278,735 $2,730,473 Fund Balance 1,087,525 1,962,038 2,160,531 Total Liabilities and Fund Balance $4,012,168 $5,240,773 $4,891,004

Secured Tax Charges and Delinquencies Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

WILSONA SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $498,852.28 $18,651.80 3.74% 2007-08 579,429.68 28,740.45 4.96 2008-09 597,696.70 27,778.12 4.65 2009-10 495,481.52 16,815.11 3.39 2010-11 390,582.65 9,220.74 2.36 ______(1) 1% General Fund apportionment. Reflects countywide delinquency rate. Source: California Municipal Statistics, Inc.

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Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

WILSONA SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total (1)

1. Sorrento West Properties Inc. Industrial $ 8,328,067 2.18% 2. Bolthouse Properties LLC Residential Properties 3,330,394 0.87 3. F and N Real Estate Investments Inc. Commercial 1,919,816 0.50 4. Kenneth and Gaylyn Berglund Commercial 1,582,611 0.42 5. Normans Nursery Inc. Agricultural 1,384,075 0.36 $16,544,963 4.34% ______(1) 2011-12 Local Secured Assessed Valuation: $381,341,677. Source: California Municipal Statistics, Inc.

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WILSONA SCHOOL DISTRICT CASH FLOWS

A-282A-249 Wilsona School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,887,969 $1,704,475 $1,898,158 $2,649,383 $1,869,586 $1,166,321 $1,376,759 $1,463,834 $852,199 $1,935,187 $1,666,857 $1,000,367 $1,887,969 BEGINNING CASH EXCLUDING TRAN $1,227,969 $1,044,475 $1,238,158 $1,989,383 $1,209,586 $1,166,321 $1,376,759 $1,463,834 $852,199 $35,187 ($233,143) ($899,633) $1,887,969 RECEIPTS Revenue Limit Property Taxes 18,062 24,622 3,360 0 39,219 158,332 44,672 26,731 9,639 85,376 27,724 0 437,737 Principal Apportionment 805,562 0 613,381 613,381 1,724,281 36,081 0 446,087 156,295 0 2,718,116 7,113,184 2010-11 Deferrals 586,352 810,286 470,232 0 1,866,870 Other 0 Federal Revenue 85,161 712,552 6,555 9,183 27,877 0 118,621 85,703 178,209 12,913 0 463,717 1,700,491 Other State Revenue 87,660 73,173 9,936 140,269 132,179 195,955 4,465 202,554 176,146 122,353 154,287 204,527 204,527 1,708,031 Other Local Revenue 410 105 77,768 60,215 62,303 10 89,757 120,805 921 79,552 62,198 174,713 69,905 798,662 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 692,484 993,347 2,079,410 207,039 856,265 995,555 1,863,175 504,792 272,409 911,577 413,417 379,240 3,456,265 13,624,975 DISBURSEMENTS Certificated Salaries 388,998 403,408 442,840 472,539 462,362 447,385 475,475 475,475 456,268 456,268 456,268 475,474 5,412,760 Classified Salaries 4,652 116,457 159,750 157,578 164,262 157,526 180,449 180,449 180,449 180,449 180,449 81,499 1,743,969 Employee Benefits 131,440 209,662 291,143 244,116 245,543 244,095 265,199 265,199 257,400 257,400 257,400 257,400 2,925,997 Books, Supplies and Services 47,359 148,051 198,493 209,678 46,877 36,447 195,304 195,304 195,304 285,790 185,790 185,775 85,689 2,015,861 Capital Outlay 000061,283 39,429 000000 100,712 Other Outgo 0 0 3,320 0 0 0 000000310,000 313,320 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 572,449 877,578 1,095,546 1,083,911 980,327 924,882 1,116,427 1,116,427 1,089,421 1,179,907 1,079,907 1,000,148 395,689 12,512,619 PRIOR YEAR TRANSACTIONS Accounts Receivable 26,299 99,064 497,621 137,954 32,124 160,749 (659,673) 294,138 Accounts Payable 329,828 21,150 730,260 40,879 (48,673) 20,984 0 1,094,428 TOTAL PY TRANSACTIONS (303,529) 77,914 (232,639) 97,075 80,797 139,765 (659,673) 000000(800,290) NET INCREASE/DECREASE (183,494) 193,683 751,225 (779,797) (43,265) 210,438 87,075 (611,635) (817,012) (268,330) (666,490) (620,908) 3,060,576 1,112,356 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 1,900,000 1,900,000 Cross FY TRAN Disbursements 660,000 660,000 ENDING CASH EXCLUDING TRAN $1,044,475 $1,238,158 $1,989,383 $1,209,586 $1,166,321 $1,376,759 $1,463,834 $852,199 $35,187 ($233,143) ($899,633) ($1,520,541) ($1,520,541) TRAN BALANCE AVAILABLE 660,000 660,000 660,000 660,000 0 0 0 0 1,900,000 1,900,000 1,900,000 1,900,000 1,900,000 ENDING CASH INCLUDING TRAN 1,704,475 1,898,158 2,649,383 1,869,586 1,166,321 1,376,759 1,463,834 852,199 1,935,187 1,666,857 1,000,367 379,459 379,459

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $379,459 $493,347 $1,024,556 $2,303,375 $2,007,809 $1,074,354 $303,430 $914,499 $462,237 $1,726,052 $1,759,079 $1,106,543 $379,459 BEGINNING CASH EXCLUDING TRAN ($1,520,541) ($1,406,653) ($875,444) $403,375 $107,809 $124,354 $303,430 $914,499 $462,237 ($173,948) ($140,921) ($793,457) $379,459 RECEIPTS Revenue Limit Property Taxes 18,062 24,622 3,360 0 39,219 158,332 44,672 26,731 9,639 85,376 27,724 0 437,737 Principal Apportionment 0 0 856,200 0 630,884 630,884 1,802,526 45,063 0 495,695 45,064 2,881,087 7,387,403 2011-12 Deferrals 869,797 1,141,609 706,710 0 0 0 000000 2,718,116 Other 0 Federal Revenue 0 115,086 337,326 11,508 11,508 34,525 0 129,612 115,086 215,172 16,036 165,000 1,150,859 Other State Revenue 93,272 77,858 10,572 149,249 140,641 208,500 4,751 215,522 187,423 130,186 164,165 217,621 217,621 1,817,381 Other Local Revenue 286 73 54,328 42,065 43,524 7 62,703 84,393 643 55,574 43,451 122,052 48,835 557,934 Interfund Transfer In 350,000 38,358 388,358 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 981,417 1,359,248 1,968,496 552,822 865,776 1,032,248 1,914,652 501,321 312,791 982,003 296,440 339,673 3,350,901 14,457,788 DISBURSEMENTS Certificated Salaries 422,833 422,833 422,833 422,833 422,833 422,833 422,833 422,833 422,833 422,833 422,833 422,838 5,074,001 Classified Salaries 77,630 123,829 171,952 144,178 145,021 144,165 156,630 156,630 152,023 152,023 152,023 152,023 1,728,127 Employee Benefits 239,492 239,492 239,492 239,492 239,492 239,492 239,492 239,492 239,492 239,492 239,492 239,492 2,873,904 Books, Supplies and Services 134,628 134,628 134,628 134,628 134,628 134,628 134,628 134,628 134,628 134,628 134,628 134,628 1,615,536 Capital Outlay 00 Other Outgo 310,000 310,000 Interfund Transfers Out 350,000 350,000 TOTAL DISBURSEMENTS 874,583 920,782 968,905 941,131 941,974 941,118 1,303,583 953,583 948,976 948,976 948,976 948,981 310,000 11,951,568 PRIOR YEAR TRANSACTIONS Accounts Receivable 92,743 92,743 279,228 92,743 92,743 87,946 738,146 Accounts Payable 85,689 85,689 TOTAL PY TRANSACTIONS 7,054 92,743 279,228 92,743 92,743 87,946 000000 652,457 NET INCREASE/DECREASE 113,888 531,209 1,278,819 (295,566) 16,545 179,076 611,069 (452,262) (636,185) 33,027 (652,536) (609,308) 3,040,901 2,506,220 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 1,900,000 1,900,000 Cross FY TRAN Disbursements 950,000 950,000 1,900,000 ENDING CASH EXCLUDING TRAN ($1,406,653) ($875,444) $403,375 $107,809 $124,354 $303,430 $914,499 $462,237 ($173,948) ($140,921) ($793,457) ($1,402,765) ($1,402,765) TRAN BALANCE AVAILABLE 1,900,000 1,900,000 1,900,000 1,900,000 950,000 0 0 0 1,900,000 1,900,000 1,900,000 1,900,000 1,900,000 ENDING CASH INCLUDING TRAN 493,347 1,024,556 2,303,375 2,007,809 1,074,354 303,430 914,499 462,237 1,726,052 1,759,079 1,106,543 497,235 497,235 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

A-283 A-283

WISEBURN SCHOOL DISTRICT

Wiseburn School District 13530 Aviation Boulevard Hawthorne, CA 90250 Attn: Chief Business Official

General

The District was established as an elementary school district on March 5, 1896. The District is located approximately nine miles southwest of the City of Los Angeles and encompasses approximately 2.5 square miles of the Cities of El Segundo and Hawthorne, as well as a portion of unincorporated Los Angeles County. The District serves a population of approximately 10,000 residents and, as of June 30, 2011, operated three elementary schools and one middle school.

Organization

The District is governed by a five-member Board of Education, whose members are elected to staggered four-year terms.

Outstanding Debt

As of June 30, 2011, the District had the following long-term obligations:

Description Balance

General obligation bonds $126,393,584 Compensated Absences 100,933 TOTAL LONG-TERM OBLIGATIONS $126,494,517

The District had no other long-term debt outstanding as of June 30, 2011. In July 2011, the District issued $1,555,000 in Tax and Revenue Anticipation Notes as part of the Pooled Program which will mature on March 30, 2012. The District has set aside all moneys necessary to repay these 2011-12 Series A-2 Notes prior to the date hereof.

Collective Bargaining Agreements

The agreement with the certificated employees expires on June 30, 2012. The certificated employees have agreed to continue the terms of the previous agreement and will continue the furlough days until June 30, 2014. The agreement authorizes the District and the employees to re-open negotiations. The District has a tentative agreement with the classified employees to continue the furlough days for the current year. Negotiations with the classified employees are still in process for other areas of the contract. In the past, the classified union has mirrored what the certificated union does. The District expects classified furlough days to be the same as certificated.

Cash Flow Assumptions

The District made the following assumptions in its cash flows:

 In fiscal year 2012-13, the District expects to receive $175,000 less in Federal revenue;

 In fiscal year 2012-13, $300,000 will be transferred from Fund 17 and Fund 20 to the General Fund;

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 Deferred State Apportionments:

o For fiscal year 2011-12, $2,403,319 is projected to be deferred to July 2012 and $1,680,196 is projected to be deferred to August 2012;

o For fiscal year 2012-13, the District is projecting the same deferrals;

 State trigger cuts:

o Approximately 50% or $20,885 of our transportation entitlement has been removed from cash flow, beginning in January 2012 through June 2012;

o Approximately $13 per ADA or $32,000 has been removed from principal apportionment beginning in February 2012;

 Step-and-column costs are projected to increase approximately $210,000 in fiscal year 2012- 13. Health & Welfare costs are not projected to increase in fiscal year 2012-13;

 With deeper cuts, the State is likely to provide additional flexibility regarding length of school year and class sizes. The District would increase the amount of furlough days and decrease the amount of instructional days. Class sizes would also increase. The District would review/reduce staffing levels.

Enrollment and Revenue Limit History and Projection

Average daily attendance figures and revenue limit figures for the District for the past four Fiscal Years, as well as a projection for the 2011-12 Fiscal Year are shown below.

Average Daily Funded Fiscal Year Attendance Revenue Limit

2007-08 2,125 $5,703.84 2008-09 2,206 5,546.72 2009-10 2,323 5,118.19 2010-11 2,427 5,123.08 2011-12(1) 2,463 5,183.19 ______(1) Projected in the District’s 2011-12 First Interim Report.

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Assessed Value

WISEBURN SCHOOL DISTRICT SUMMARY OF ASSESSED VALUE Fiscal Years 2007-08 through 2011-12

District’s Local Total Before Fiscal Year Secured Utility Unsecured Rdv. Increment

2007-08 $4,711,219,167 $1,302,318 $1,068,065,363 $5,780,586,848 2008-09 5,208,720,578 1,302,318 1,121,100,815 6,331,123,711 2009-10 5,375,506,889 922,324 1,167,516,163 6,543,945,376 2010-11 5,125,751,568 1,035,687 1,269,960,171 6,396,747,426 2011-12 5,237,403,311 1,288,010 1,100,025,016 6,338,716,337 ______Source: California Municipal Statistics, Inc.

Retirement Systems

Fiscal Year Contribution

2010-11 $738,212 2009-10 738,039 2008-09 690,796

Fiscal Year Contribution

2010-11 $219,213 2009-10 273,130 2008-09 213,769

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Post Employment Benefits

The District provides post-employment health care benefits in addition to retirement payments to eligible District retirees. As of the July 1, 2010 actuarial valuation, membership consisted of 64 retirees and beneficiaries and 20 active plan members. According to this valuation, the Annual Required Contribution was $316,925 and the District’s UAAL was $4,600,000. The District’s funding policy is based on the projected pay-as-you-go financing requirements, with additional amounts to prefund benefits as determined annually by the Board of Education. The District stopped offering post-retirement benefits in 1991. For fiscal year 2010-11, the District contributed $356,724 which increased the net OPEB asset to $84,835.

Sources of Alternate Liquidity

The District has moneys in certain accounts which are designated for certain uses but from which, however, moneys can be borrowed on a temporary basis for its other obligations. Such funds include:

Balance as of Projected Balance Projected Balance Name of Fund June 30, 2011 as of June 30, 2012 as of June 30, 2013

Special Reserve Fund (Non Capital) $ 175,000 $ 0 $ 0 Special Reserve Fund (Post Empl. Benefits) 1,092,500 1,108,900 995,000

Total $1,267,500 $1,108,900 $995,000

Financial Reports

The General Fund is the major fund classification of the District and a summary of its major elements during the past three Fiscal Years follows:

WISEBURN UNIFIED SCHOOL DISTRICT SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN GENERAL FUND BALANCES FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED BEGINNING FUND BALANCE – revised $ 1,406,882 $ 2,190,361 $ 2,751,419 Total Revenues 18,462,563 16,446,965 18,627,454 Total Beginning Fund Balance and Revenues 19,869,445 18,637,326 21,378,873 Total Expenditures 17,850,289 17,134,629 18,159,708 Other Financing Sources (Uses) 171,205 0 0 ENDING FUND BALANCE $ 2,190,361 $ 1,502,697 $ 3,219,165

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Comparison of District Budgets

A comparison of the District’s General Fund budgets for the 2010-11 and 2011-12 Fiscal Years is set forth in the table below:

WISEBURN SCHOOL DISTRICT SUMMARY OF 2010-11 BUDGET(1) AND 2011-12 BUDGET(2) FOR DISTRICT GENERAL FUND

GENERAL FUND GENERAL FUND 2010-11 BUDGET 2011-12 BUDGET

BEGINNING FUND BALANCE $ 2,751,419 $ 1,953,982 Total Revenues 17,951,439 17,907,974 Total Beginning Fund Balance and Revenues 20,702,858 19,861,956 Total Expenditures 17,719,623 18,247,839 Other Financing Sources (Uses) 0 0 ENDING FUND BALANCE $ 2,983,235 $ 1,614,117 ______(1) Final revised budget for Fiscal Year 2010-11. (2) Reflects Projected Year Totals from First Interim Report for Fiscal Year 2011-12.

Comparison of District Balance Sheets

A comparison of the District’s General Fund Balance Sheets for the 2008-09, 2009-10 and 2010-11 Fiscal Years is set forth in the table below.

WISEBURN SCHOOL DISTRICT GENERAL FUND BALANCE SHEET FOR FISCAL YEARS ENDING JUNE 30, 2009, 2010 AND 2011

GENERAL FUND GENERAL FUND GENERAL FUND 2008-09 AUDITED 2009-10 AUDITED 2010-11 AUDITED

Total Assets $4,284,838 $4,287,917 $6,499,919

Liabilities $2,094,477 $2,785,220 $3,280,754 Fund Balance 2,190,361 1,502,697 3,219,165 Total Liabilities and Fund Balance $4,284,838 $4,287,917 $6,499,919

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Secured Tax Charges and Delinquencies

Secured tax charges and delinquencies for the District for the past five Fiscal Years are as follows:

WISEBURN SCHOOL DISTRICT Secured Tax Charges and Delinquencies

Secured Amt. Del. % Del. Tax Charge(1) June 30 June 30

2006-07 $2,919,490.49 $108,998.47 3.73% 2007-08 3,281,277.69 162,431.58 4.95 2008-09 3,577,767.51 166,131.53 4.64 2009-10 3,696,183.57 125,806.40 3.40 2010-11 3,624,335.40 86,262.27 2.38

Secured Amt. Del. % Del. Tax Charge(2) June 30 June 30

2006-07 $2,383,871.30 $22,770.59 0.96% 2007-08 3,045,276.20 39,874.39 1.31 2008-09 1,993,149.20 39,369.05 1.98 2009-10 3,443,254.30 29,140.05 0.85 2010-11 3,271,990.94 17,247.33 0.53 ______(1) 1% General Fund Apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. (2) Bond debt service levy only. Source: California Municipal Statistics, Inc.

Largest 2011-12 Local Secured Taxpayers

The largest 2011-12 local secured taxpayers in the District are as follows:

WISEBURN SCHOOL DISTRICT Largest 2011-12 Local Secured Taxpayers

2011-12 % of Property Owner Primary Land Use Assessed Valuation Total(1)

1. Continental Grand II LP Office Building $ 421,233,203 8.04% 2. Hughes Aircraft Co./Hughes Space and Communications Industrial 331,972,663 6.34 3. Aerospace Corp. Office Building 278,788,635 5.32 4. Pacific Corporate Towers LLC Office Building 162,058,456 3.09 5. PES Partners LLC Shopping Center 148,875,831 2.84 $1,342,928,788 25.64% ______(1) 2011-12 Local Secured Assessed Valuation: $5,237,403,311. Source: California Municipal Statistics, Inc.

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WISEBURN SCHOOL DISTRICT CASH FLOWS

A-290A-256 Wiseburn School District Los Angeles County Schools Pooled TRAN 2011-12 Series B

2011-12 Cash Flows (Actuals/Projected) July-11 August-11 September-11 October-11 November-11 December-11 January-12 February-12 March-12 April-12 May-12 June-12 Accruals* Total Actual Actual Actual Actual Actual Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $2,846,174 $2,152,627 $2,863,353 $4,768,535 $3,351,938 $3,279,337 $3,942,801 $3,739,903 $1,793,583 $4,226,359 $4,165,966 $3,387,270 $2,846,174 BEGINNING CASH EXCLUDING TRAN $1,291,174 $597,627 $1,308,353 $3,213,535 $1,796,938 $1,724,337 $2,387,801 $2,962,403 $1,793,583 $226,359 $165,966 ($612,730) $2,846,174 RECEIPTS Revenue Limit Property Taxes 71,289 157,271 44,963 0 127,303 1,367,418 410,705 166,804 0 1,105,686 542,400 231,100 0 4,224,939 Principal Apportionment 0 0 1,020,964 172,768 777,397 777,397 2,185,350 72,149 0 508,149 178,490 0 4,083,515 9,776,179 2010-11 Deferrals 753,344 1,221,275 708,742 0 0 0 00000002,683,361 Other (495,780) (650,000) (1,145,780) Federal Revenue 143 140,525 0 6,154 83,726 51,982 48,976 39,886 93,206 98,756 48,568 150,225 139,953 902,100 Other State Revenue 49,289 42,188 329,029 86,010 197,734 200,000 180,000 175,000 186,000 170,000 180,000 170,000 748,000 2,713,250 Other Local Revenue 41,209 476,196 325,664 38,258 364,118 96,000 18,000 62,500 45,250 24,300 54,500 34,600 0 1,580,595 Interfund Transfer In 0 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 915,274 2,037,455 2,429,362 303,190 1,550,278 2,492,797 2,347,251 516,339 324,456 1,906,891 1,003,958 (64,075) 4,971,468 20,734,644 DISBURSEMENTS Certificated Salaries 70 51,147 132,778 903,837 903,373 913,001 905,652 919,140 959,362 924,323 916,331 917,820 902,500 9,349,334 Classified Salaries 828 137,786 112,729 258,777 234,822 252,266 256,727 264,692 213,119 214,119 251,568 141,100 245,500 2,584,033 Employee Benefits 37,572 63,943 74,890 278,025 276,050 235,564 273,585 257,389 282,237 298,691 282,944 298,961 265,000 2,924,851 Books, Supplies and Services 131,282 587,683 248,626 260,378 257,930 100,506 186,685 191,184 193,747 135,036 183,520 44,000 40,000 2,560,577 Capital Outlay 0 14,225 1,500 6,500 2,500 0 1,975 1,300 0 28,000 Other Outgo 200,000 200,000 200,000 200,000 0 800,000 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 169,752 840,559 569,023 1,701,017 1,672,175 1,715,562 1,624,149 1,638,905 1,850,965 1,772,169 1,636,338 1,603,181 1,453,000 18,246,795 PRIOR YEAR TRANSACTIONS Accounts Receivable 103,892 421,224 289,007 215,051 6,899 12,004 1,500 66,985 14,985 29,885 59,569 52,016 1,273,017 Accounts Payable 1,542,961 907,394 244,164 233,821 (42,397) 125,775 150,000 113,239 55,700 225,000 205,885 164,000 3,925,542 TOTAL PY TRANSACTIONS (1,439,069) (486,170) 44,843 (18,770) 49,296 (113,771) (148,500) (46,254) (40,715) (195,115) (146,316) (111,984) 0 (2,652,525) NET INCREASE/DECREASE (693,547) 710,726 1,905,182 (1,416,597) (72,601) 663,464 574,602 (1,168,820) (1,567,224) (60,393) (778,696) (1,779,240) 3,518,468 2,487,849 TRAN FY TRAN Receipts 1,555,000 1,555,000 FY TRAN Disbursements 777,500 777,500 1,555,000 Cross FY TRAN Receipts 4,000,000 4,000,000 Cross FY TRAN Disbursements 0 ENDING CASH EXCLUDING TRAN $597,627 $1,308,353 $3,213,535 $1,796,938 $1,724,337 $2,387,801 $2,962,403 $1,793,583 $226,359 $165,966 ($612,730) ($2,391,970) ($2,391,970) TRAN BALANCE AVAILABLE 1,555,000 1,555,000 1,555,000 1,555,000 1,555,000 1,555,000 777,500 0 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 ENDING CASH INCLUDING TRAN 2,152,627 2,863,353 4,768,535 3,351,938 3,279,337 3,942,801 3,739,903 1,793,583 4,226,359 4,165,966 3,387,270 1,608,030 1,608,030

2012-13 Cash Flows (Projected) July-12 August-12 September-12 October-12 November-12 December-12 January-13 February-13 March-13 April-13 May-13 June-13 Accruals* Total Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected Projected BEGINNING CASH INCLUDING TRAN $1,608,030 $2,675,660 $4,032,565 $5,297,093 $3,840,356 $1,815,604 $581,078 $1,669,381 $696,953 $3,133,556 $3,245,600 $2,157,459 $1,608,030 BEGINNING CASH EXCLUDING TRAN ($2,391,970) ($1,324,340) $32,565 $1,297,093 ($159,644) ($184,396) $581,078 $1,669,381 $696,953 ($866,444) ($754,400) ($1,842,541) $1,608,030 RECEIPTS Revenue Limit Property Taxes 71,289 157,271 44,963 0 127,303 1,317,418 410,705 166,804 0 1,055,686 542,400 231,100 0 4,124,939 Principal Apportionment 0 0 1,192,793 0 942,533 942,533 2,629,287 50,974 0 468,961 152,922 0 3,914,808 10,294,811 2011-12 Deferrals 2,403,319 1,680,196 4,083,515 Other (500,000) 0 (603,595) (1,103,595) Federal Revenue 475 121,526 1,498 4,505 65,105 40,109 34,968 44,015 85,056 84,966 42,109 87,108 115,623 727,063 Other State Revenue 52,495 46,508 324,016 89,006 211,009 204,105 178,978 177,046 186,023 173,986 183,992 173,989 664,017 2,665,170 Other Local Revenue 42,109 357,096 131,564 48,250 155,018 106,244 48,259 42,635 55,250 105,995 35,496 47,803 0 1,175,719 Interfund Transfer In 300,000 300,000 Other Financing Sources 0 Other Receipts/Non-Revenues 0 TOTAL RECEIPTS 2,569,687 2,362,597 1,694,834 141,761 1,500,968 2,610,409 2,802,197 781,474 326,329 1,889,594 956,919 (63,595) 4,694,448 22,267,622 DISBURSEMENTS Certificated Salaries 495 61,149 145,602 923,013 923,477 933,109 925,478 939,526 981,216 945,115 945,265 937,566 935,103 9,596,114 Classified Salaries 995 137,779 111,998 259,893 235,108 251,106 257,321 265,003 212,984 212,107 255,016 141,086 245,502 2,585,898 Employee Benefits 40,489 65,399 76,469 279,603 275,983 237,488 275,008 263,506 281,107 299,889 284,559 301,005 265,498 2,946,003 Books, Supplies and Services 134,986 295,606 149,998 166,015 95,150 100,256 175,203 192,007 175,398 129,983 185,126 46,008 85,007 1,930,743 Capital Outlay 3,478 995 6,509 1,018 665 1,259 1,257 0 15,181 Other Outgo 207,500 207,500 207,500 207,500 830,000 Interfund Transfers Out 0 TOTAL DISBURSEMENTS 176,965 559,933 484,067 1,628,524 1,529,718 1,732,937 1,634,005 1,666,551 1,859,223 1,587,759 1,878,725 1,634,422 1,531,110 17,903,939 PRIOR YEAR TRANSACTIONS Accounts Receivable 250,478 465,006 299,986 225,028 6,487 12,995 25,109 55,148 27,896 30,105 45,223 35,129 1,478,590 Accounts Payable 1,575,570 910,765 246,225 195,002 2,489 124,993 104,998 142,499 58,399 219,896 211,558 166,031 3,958,425 TOTAL PY TRANSACTIONS (1,325,092) (445,759) 53,761 30,026 3,998 (111,998) (79,889) (87,351) (30,503) (189,791) (166,335) (130,902) (2,479,835) NET INCREASE/DECREASE 1,067,630 1,356,905 1,264,528 (1,456,737) (24,752) 765,474 1,088,303 (972,428) (1,563,397) 112,044 (1,088,141) (1,828,919) 3,163,338 4,363,683 TRAN FY TRAN Receipts 0 FY TRAN Disbursements 0 Cross FY TRAN Receipts 4,000,000 4,000,000 Cross FY TRAN Disbursements 2,000,000 2,000,000 4,000,000 ENDING CASH EXCLUDING TRAN ($1,324,340) $32,565 $1,297,093 ($159,644) ($184,396) $581,078 $1,669,381 $696,953 ($866,444) ($754,400) ($1,842,541) ($3,671,460) ($3,671,460) TRAN BALANCE AVAILABLE 4,000,000 4,000,000 4,000,000 4,000,000 2,000,000 0 0 0 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 ENDING CASH INCLUDING TRAN 2,675,660 4,032,565 5,297,093 3,840,356 1,815,604 581,078 1,669,381 696,953 3,133,556 3,245,600 2,157,459 328,540 328,540 * Accruals indicate unpaid amounts to be paid or received in the following fiscal year

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APPENDIX B

COVERAGE ANALYSIS

C-1B-1 Los Angeles County Schools Pooled Financing Program 2011-12 Tax and Revenue Anticipation Notes Coverage Analysis, Series B-1 (2) Base Amounts Cash Coverage Factors Projected Ending Cash Balances After TRAN Disbursement(1) 1st Set Aside Final Set Aside Friday, November 30, 2012 2011-12 2012-13 1st Set Aside Final Set Aside November 30, 2012 2012 Note as a 2012-13 Cash Flow Cash Flow Cash Cash Flow 2011-12 Actual/Est. Projected from from from from % of 2011-12 Projected Balance + Balance + Flow Balance + Participant Note Amount Cash Receipts Cash Receipts Cash Flow Cash Flow Cash Flow Alt. Cash Cash Receipts Cash Receipts Alt. Cash Alt. Cash Balance Alt. Cash

1 Long Beach Unified School District 75,000,000 584,568,030 633,871,981 122,237,356 35,239,292 29,047,406 91,148,365 11.83% 9.45 x 6.69 x 4.37 x 1.39 x 2.60 x Total $75,000,000 $584,568,030 $633,871,981 $122,237,356 $35,239,292 $29,047,406 $91,148,365

Coverage Analysis, Series B-2 (2) Base Amounts Cash Coverage Factors Projected Ending Cash Balances After TRAN Disbursement(1) 1st Set Aside Final Set Aside Monday, December 31, 2012 2011-12 2012-13 1st Set Aside Final Set Aside December 31, 2012 2012 Note as a 2012-13 Cash Flow Cash Flow Cash Cash Flow 2010-11 Actual/Est. Projected from from from from % of 2011-12 Projected Balance + Balance + Flow Balance + Participant Note Amount Cash Receipts Cash Receipts Cash Flow Cash Flow Cash Flow Alt. Cash Cash Receipts Cash Receipts Alt. Cash Alt. Cash Balance Alt. Cash

2 Alhambra Unified School District 5,000,000 137,801,318 150,677,708 24,387,183 22,208,358 29,011,455 34,428,543 3.32% 31.14 x 24.53 x 23.65 x 6.80 x 13.69 x 3 Antelope Valley Union High School District 20,000,000 170,826,001 181,206,805 32,510,202 21,767,917 24,648,882 5,701,930 11.04% 10.06 x 4.82 x 3.75 x 2.23 x 2.52 x 4 El Monte City School District 13,000,000 65,550,353 74,796,275 13,381,872 6,132,340 6,744,503 2,924,892 17.38% 6.75 x 3.51 x 2.39 x 1.52 x 1.74 x 5 Montebello Unified School District 18,000,000 215,484,134 248,257,301 42,628,069 35,069,557 37,689,279 17,000,000 7.25% 14.79 x 7.63 x 6.79 x 3.09 x 4.04 x 6 Palmdale School District 20,000,000 127,522,374 143,520,823 28,374,459 16,470,102 15,280,224 2,198,000 13.94% 8.18 x 4.06 x 2.87 x 1.76 x 1.87 x 7 Pomona Unified School District 45,000,000 214,866,075 226,770,550 48,476,928 13,474,172 13,238,206 62,000,000 19.84% 6.04 x 5.91 x 4.35 x 1.29 x 2.67 x 8 South Pasadena Unified School District 700,000 29,531,027 32,357,478 5,782,944 4,672,257 6,244,816 1,764,322 2.16% 47.22 x 22.56 x 19.39 x 9.92 x 12.44 x 9 Temple City Unified School District 4,500,000 36,926,933 40,238,746 5,370,788 2,431,990 3,717,649 50,000 11.18% 9.94 x 3.41 x 2.10 x 1.83 x 1.84 x 10 Whittier City School District 9,000,000 37,950,064 42,753,443 9,926,017 4,103,509 4,838,443 598,058 21.05% 5.75 x 3.34 x 2.04 x 1.54 x 1.60 x Total $135,200,000 $1,036,458,280 $1,140,579,130 $210,838,462 $126,330,202 $141,413,457 $126,665,745

Coverage Analysis, Series B-3 (2) Base Amounts Cash Coverage Factors Projected Ending Cash Balances After TRAN Disbursement(1) 1st Set Aside Final Set Aside Thursday, January 31, 2013 2011-12 2012-13 1st Set Aside Final Set Aside January 31, 2013 2012 Note as a 2012-13 Cash Flow Cash Flow Cash Cash Flow 2010-11 Actual/Est. Projected from from from from % of 2011-12 Projected Balance + Balance + Flow Balance + Participant Note Amount Cash Receipts Cash Receipts Cash Flow Cash Flow Cash Flow Alt. Cash Cash Receipts Cash Receipts Alt. Cash Alt. Cash Balance Alt. Cash

11 ABC Unified School District 15,000,000 155,435,311 179,973,990 26,543,898 21,524,166 38,319,099 16,922,927 8.33% 13.00 x 6.80 x 6.13 x 3.55 x 4.68 x 12 Burbank Unified School District 10,000,000 101,349,813 111,189,228 4,573,025 3,797,075 13,743,031 7,495,480 8.99% 12.12 x 3.41 x 3.26 x 2.37 x 3.12 x 13 Charter Oak Unified School District 3,000,000 36,030,245 43,790,703 9,394,591 8,875,644 8,802,044 2,473,000 6.85% 15.60 x 8.91 x 8.57 x 3.93 x 4.76 x 14 East Whittier City School District 14,000,000 62,912,191 70,662,070 9,398,033 2,846,235 10,434,822 894,034 19.81% 6.05 x 2.47 x 1.53 x 1.75 x 1.81 x 15 El Camino Community College District 10,000,000 106,567,227 105,934,636 9,100,699 8,063,699 2,828,305 2,371,594 9.44% 11.59 x 3.29 x 3.09 x 1.28 x 1.52 x 16 El Monte Union High Sschool District 15,000,000 83,421,046 95,818,297 7,699,418 4,053,348 7,941,314 21,616,037 15.65% 7.39 x 4.91 x 4.42 x 1.53 x 2.97 x 17 Glendale Community College District 8,000,000 72,424,678 75,794,963 20,928,451 15,925,630 14,481,597 2,050,000 10.55% 10.47 x 6.74 x 5.49 x 2.81 x 3.07 x 18 Hawthorne School District 6,000,000 54,325,573 60,456,531 7,047,027 3,416,549 7,765,053 6,309,014 9.92% 11.08 x 5.45 x 4.24 x 2.29 x 3.35 x 19 Lennox Unified School District 4,000,000 43,617,829 43,484,782 8,907,076 6,620,399 10,599,348 1,383,645 9.20% 11.87 x 6.15 x 5.00 x 3.65 x 4.00 x 20 Long Beach Community College District 15,000,000 140,149,373 140,061,413 20,148,420 10,841,898 7,427,731 20,530,192 10.71% 10.34 x 6.42 x 5.18 x 1.50 x 2.86 x 21 Monrovia Unified School District 8,000,000 37,420,266 43,797,737 4,089,604 1,407,987 4,467,463 850,000 18.27% 6.47 x 2.23 x 1.56 x 1.56 x 1.66 x 22 Palos Verdes Peninsula Unified School District 5,000,000 90,854,001 93,327,929 1,795,744 10,516,755 15,804,024 9,235,023 5.36% 19.67 x 5.41 x 8.90 x 4.16 x 6.01 x B-2 23 San Gabriel Unified School District 7,000,000 34,949,405 39,826,065 4,745,920 4,164,146 7,799,017 476,000 17.58% 6.69 x 2.49 x 2.33 x 2.11 x 2.18 x Total $120,000,000 $1,019,456,959 $1,104,118,345 $134,371,907 $102,053,530 $150,412,848 $92,606,946

*The projected cash flow balance on 1/31/13 assumes the issuance of a fiscal-year TRAN in July 2012 (1) Ending Cash Balance at Final Set-Aside and TRAN Maturity does not reflect the coupon payment, investment earnings, or original issue premium (2) Note or repayment amounts have been added to each base amount to calculate cash coverage factors

B-2 Los Angeles County Schools Pooled Financing Program 2011-12 Tax and Revenue Anticipation Notes Coverage Analysis, Series B-4 (2) Base Amounts Cash Coverage Factors Projected Ending Cash Balances After TRAN Disbursement(1) 1st Set Aside Final Set Aside Thursday, January 31, 2013 2011-12 2012-13 1st Set Aside Final Set Aside January 31, 2013 2012 Note as a 2012-13 Cash Flow Cash Flow Cash Cash Flow 2010-11 Actual/Est. Projected from from from from % of 2011-12 Projected Balance + Balance + Flow Balance + Participant Note Amount Cash Receipts Cash Receipts Cash Flow Cash Flow Cash Flow Alt. Cash Cash Receipts Cash Receipts Alt. Cash Alt. Cash Balance Alt. Cash

24 Baldwin Park Unified School District 13,000,000 116,345,613 131,606,167 8,906,063 1,026,309 11,854,788 4,762,000 9.88% 11.12 x 3.10 x 1.89 x 1.91 x 2.28 x 25 Bassett Unified School District* 5,000,000 30,554,231 34,886,812 2,947,600 2,697,054 4,032,793 3,981,000 14.33% 7.98 x 3.77 x 3.67 x 1.81 x 2.60 x 26 El Rancho Unified School District* 15,000,000 70,086,247 75,299,854 7,947,558 3,255,341 8,347,449 1,140,546 19.92% 6.02 x 2.21 x 1.59 x 1.56 x 1.63 x 27 Hughes-Elizabeth Lakes School District* 150,000 2,539,710 2,329,106 162,323 277,235 190,300 128,657 6.44% 16.53 x 4.88 x 6.41 x 2.27 x 3.13 x 28 Mountain View School District* 12,300,000 58,957,552 62,726,702 7,560,962 576,538 5,698,315 1,750,405 19.61% 6.10 x 2.51 x 1.38 x 1.46 x 1.61 x 29 Redondo Beach Unified School District* 9,000,000 65,284,242 62,477,285 8,821,641 11,161,359 8,194,421 8,050,319 14.41% 7.94 x 4.75 x 5.27 x 1.91 x 2.80 x 30 Wilsona School District 1,900,000 10,168,710 11,106,887 1,074,354 303,430 914,499 715,540 17.11% 6.85 x 2.88 x 2.07 x 1.48 x 1.86 x 31 Wiseburn School District 4,000,000 15,763,176 17,573,174 1,815,604 581,078 1,669,381 1,172,000 22.76% 5.39 x 2.49 x 1.88 x 1.42 x 1.71 x Total $60,350,000 $369,699,481 $398,005,987 $39,236,105 $19,878,344 $40,901,946 $21,700,467

Coverage Analysis, Series B-5 (2) Base Amounts Cash Coverage Factors Projected Ending Cash Balances After TRAN Disbursement(1) 1st Set Aside Final Set Aside Thursday, January 31, 2013 2011-12 2012-13 1st Set Aside Final Set Aside January 31, 2013 2012 Note as a 2012-13 Cash Flow Cash Flow Cash Cash Flow 2011-12 Actual/Est. Projected from from from from % of 2011-12 Projected Balance + Balance + Flow Balance + Participant Note Amount Cash Receipts Cash Receipts Cash Flow Cash Flow Cash Flow Alt. Cash Cash Receipts Cash Receipts Alt. Cash Alt. Cash Balance Alt. Cash

32 Inglewood Unified School District 17,450,000 88,797,004 98,996,316 6,452,830 759,552 8,932,064 19,043,806 17.63% 6.67 x 3.92 x 3.27 x 1.51 x 2.60 x Total $17,450,000 $88,797,004 $98,996,316 $6,452,830 $759,552 $8,932,064 $19,043,806

Coverage Analysis, Series B-6 (2) Base Amounts Cash Coverage Factors Projected Ending Cash Balances After TRAN Disbursement(1) 1st Set Aside Final Set Aside Thursday, January 31, 2013 2011-12 2012-13 1st Set Aside Final Set Aside January 31, 2013 2012 Note as a 2012-13 Cash Flow Cash Flow Cash Cash Flow 2011-12 Actual/Est. Projected from from from from % of 2011-12 Projected Balance + Balance + Flow Balance + Participant Note Amount Cash Receipts Cash Receipts Cash Flow Cash Flow Cash Flow Alt. Cash Cash Receipts Cash Receipts Alt. Cash Alt. Cash Balance Alt. Cash

33 Compton Community College District 1,500,000 30,599,278 29,893,480 12,663,593 12,069,567 10,505,535 986,524 5.02% 20.93 x 19.20 x 18.41 x 8.00 x 8.66 x Total $1,500,000 $30,599,278 $29,893,480 $12,663,593 $12,069,567 $10,505,535 $986,524

Coverage Analysis, Series B-7 (2) Base Amounts Cash Coverage Factors Projected Ending Cash Balances After TRAN Disbursement(1) 1st Set Aside Final Set Aside Monday, December 31, 2012 2011-12 2012-13 1st Set Aside Final Set Aside December 31, 2012 2012 Note as a 2012-13 Cash Flow Cash Flow Cash Cash Flow 2011-12 Actual/Est. Projected from from from from % of 2011-12 Projected Balance + Balance + Flow Balance + Participant Note Amount Cash Receipts Cash Receipts Cash Flow Cash Flow Cash Flow Alt. Cash Cash Receipts Cash Receipts Alt. Cash Alt. Cash Balance Alt. Cash

34 Glendora Unified School District 13,500,000 39,513,084 48,696,731 12,905,735 5,589,289 5,733,947 2,206,000 27.72% 4.61 x 3.24 x 2.15 x 1.42 x 1.59 x 35 Walnut Valley Unified School District 20,000,000 93,643,715 103,061,786 14,448,308 3,321,587 4,826,297 1,550,000 19.41% 6.15 x 2.60 x 1.49 x 1.24 x 1.32 x Total $33,500,000 $133,156,799 $151,758,517 $27,354,043 $8,910,876 $10,560,244 $3,756,000

B-3 (2) Note or repayment amounts have been added to each base amount to calculate cash coverage factors

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APPENDIX C

PROPOSED FORM OF BOND COUNSEL OPINION

Upon the delivery of the Certificates, Hawkins Delafield & Wood LLP, Special Counsel, proposes to issue its approving opinion substantially in the following form:

March 1, 2012

Board of Supervisors County of Los Angeles Kenneth Hahn Hall of Administration 500 West Temple Street Los Angeles, California 90012

Los Angeles County Office of Education 9300 Imperial Highway Downey, California 90242

Ladies and Gentlemen:

We have examined a record of proceedings relating to the issuance of $75,000,000 aggregate principal amount of Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B (the “Series B-1 Certificates”), $135,200,000 aggregate principal amount of Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-2 (the “Series B-2 Certificates”), $120,000,000 aggregate principal amount of Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-3 (the “Series B-3 Certificates”), $60,350,000 aggregate principal amount of Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-4 (the “Series B-4 Certificates”), $17,450,000 aggregate principal amount of Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-5 (the “Series B-5 Certificates”), $1,500,000 aggregate principal amount of Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-6 (the “Series B-6 Certificates”) and $33,500,000 aggregate principal amount of Los Angeles County Schools Pooled Financing Program 2011-12 Pooled TRAN Participation Certificates, Series B-7 (the “Series B-7 Certificates” and, together with the Series B-1 Certificates, the Series B-2 Certificates, the Series B-3 Certificates, the Series B-4 Certificates, the Series B-5 Certificates, and the Series B-6 Certificates, the “Certificates”). The Certificates of each series are being executed and delivered pursuant to separate Trust Agreements (each, a “Trust Agreement” and collectively, the “Trust Agreements”), dated as of March 1, 2012, by and between the County of Los Angeles (the “County”) and The Bank of New York Mellon Trust Company, N.A., as certificate agent (the “Certificate Agent”). The Certificates are dated March 1, 2012. The Series B-1 Certificates will mature on November 30, 2012. The Series B-2 Certificates and the Series B-7 Certificates will mature on December 31, 2012. The Series B-3 Certificates, the Series B-4 Certificates, the Series B-5 Certificates, and the Series B-6 Certificates will mature on January 31, 2013. Interest with respect to a series of Certificates will be payable at maturity thereof. The Certificates are executed and delivered in registered form in an aggregate principal amount equal to the aggregate principal amount of the Notes (defined below). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the respective Trust Agreement related to such series of Certificates.

C-1 Error! Unknown document property name.

The Certificates of each series represent undivided proportionate interests of the owners thereof in certain 2011-12 Tax and Revenue Anticipation Notes (the “Notes”) issued by the County for the school and community college districts identified in the related Trust Agreement (collectively, the “Participants”).

Pursuant to each of the Trust Agreements, the Certificate Agent has acquired the Notes and has executed and delivered the Certificates. Each series of Certificates evidences proportionate and undivided interests of the registered owners thereof in the related series of Notes and the payments of principal of and interest on such Notes by the Participants. The respective Notes are general obligations of the respective Participants, payable as to principal and interest from certain unrestricted revenues pledged by the Participants pursuant to Section 53856 of the Government Code of the State of California (the “Government Code”) and the Participant Note Resolutions, and to the extent not paid from such pledged revenues, the Notes shall be paid with interest thereon from any other moneys of the respective Participants lawfully available therefor, pursuant to Section 53857 of the Government Code. No Participant has any obligation to pay the principal of or interest on the Notes of any other Participant.

In our capacity as Bond Counsel, we have examined certain estimates, expectations and assumptions made by or on behalf of the Participants, originals, or copies identified to our satisfaction as being true copies, of such records and proceedings of the County and the Participants and such other documents, including certificates of officials of the Participants and others, including a certificate of each Participant relating to certain federal income tax matters (each, a “Tax Certificate”), as we have considered necessary for the purposes of this opinion letter, and such other documents, records and matters of law as we have deemed necessary for the purpose of rendering the opinions expressed below.

We are of the opinion that:

1. Each Note has been duly authorized, executed, issued and delivered by, and constitutes a valid and legally binding obligation of the Participants, and is payable from the first unrestricted revenues of the respective Participant in the amounts and on the dates set forth in the respective Note, and, to the extent not so paid, from taxes, income, revenue, cash receipts and other moneys which are received by the respective Participant during or attributable to Fiscal Year 2011-12 of such Participant and lawfully available for payment of the respective Note. Such obligation, however, is subject to and may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditors’ rights or remedies and is subject to general principals of equity (regardless of whether such enforceability is considered in equity or at law).

2. The Trust Agreements have been duly authorized, executed and delivered by the County and, assuming due authorization, execution and delivery by the Certificate Agent, each Trust Agreement constitutes a valid and legally binding obligation of the County, enforceable in accordance with its respective terms.

3. Under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described below, (i) interest on the Notes designated as and comprising interest with respect to the Certificates is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) interest on the Notes designated as and comprising interest with respect to the Certificates is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations.

4. Under existing statutes, interest on the Notes designated as and comprising interest with respect to the Certificates is exempt from present State of California personal income taxes.

C-2 Error! Unknown document property name.

The Code establishes certain requirements which must be met subsequent to the execution and delivery of the Certificates in order that interest on the Notes designated as and comprising interest with respect to the Certificates be and remain excluded from gross income for federal income tax purposes under Section 103 of the Code. On the date of delivery of the Certificates, each Participant will each execute a Tax Certificate containing provisions and procedures pursuant to which such requirements can be satisfied. In executing the Tax Certificate, each Participant covenants that it will comply with the provisions and procedures set forth therein and that it will do and perform all acts and things necessary or desirable to assure that interest on the Notes designated as and comprising interest with respect to the Certificates will, for federal income tax purposes, be excluded from gross income. Noncompliance with such requirements may cause interest on the Notes designated as and comprising interest with respect to the Certificates to be included in gross income of the owners thereof for federal income tax purposes retroactive to their date of delivery, irrespective of the date on which such noncompliance is ascertained.

In rendering the opinions in paragraph 3 hereof, we have relied upon and assumed the material accuracy of the Participants’ representations, statements of intention and reasonable expectation, and certifications of fact contained in the Tax Certificates with respect to matters affecting the status of the interest on the Notes designated as and comprising interest with respect to the Certificates, and continuing compliance with the procedures and covenants set forth in the Tax Certificates as to such tax matters.

Except as stated in paragraphs 3 and 4 above, we express no opinion as to any other Federal, state or local tax consequences arising with respect to the Certificates or the ownership or disposition thereof. Furthermore, we express no opinion as to the effect of any action hereafter taken or not taken in reliance upon an opinion of counsel other than ourselves on the exclusion from gross income for Federal income tax purposes of interest on the Notes designated as and comprising interest with respect to the Certificates.

The foregoing opinions are qualified to the extent that the enforceability of the Certificates, the Notes, the Trust Agreements and the Tax Certificates may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and are subject to general principles of equity (regardless of whether such enforceability is considered in equity or at law).

We render our opinion under existing statutes and court decisions as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any action hereafter taken or not taken, or any facts or circumstances that may hereafter come to our attention, or changes in law or in interpretations thereof that may hereafter occur, or for any other reason.

Very truly yours,

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