Wiseburn Unified School District

Wiseburn Unified School District CONTINUING DISCLOSURE ANNUAL REPORT FISCAL YEAR ENDING JUNE 30, 2014 Prepared By: 13530 Aviation Boulevard Hawthorne, CA 90250

TABLE OF CONTENTS A. INTRODUCTION... 1 B. AVERAGE DAILY ATTENDANCE... 1 C. DISTRICT OUTSTANDING DEBT... 2 D. SCHEDULE OF SECURED PROPRTY TA DISTRIBUTION... 2 E. PRINCIPAL EMPLOYERS LOCATED IN THE DISTRICT... 2 F. ASSESSED VALUATION AND PARCELS BY LAND USE... 3 G. AUDITED GENERAL FUND SUMMARY... 4 H. ASSESSED VALUATION... 5 I. SECURED TA CHARGES & DELINQUNICIES... 5 J. LARGEST LOCAL SECURED TAPAYERS... 6 K. AD VALOREM TAES... 7 L. REPORTING OF SIGNIFICANT EVENTS... 7 M. CONTACT INFORMATION... 10

A. INTRODUCTION The (the District ), previously organized and operating as Wiseburn School District is located in Los Angeles County, California. At the time of reorganization, the District assumed the continuing disclosure obligations of the Wiseburn School and herby provides the following continuing disclosure annual report pursuant to the Continuing Disclosure Agreements in connection with the following financings for the fiscal year ended June 30, 2014 ( Annual Report ). Dated Date Base CUSIP Par Amount Name of Issue July 31, 1997 977266 $10,996,020.65 1997 Series A General Obligation Bonds August 18, 1999 977266 $3,103,181.50 General Obligation Bonds Election of 1997, Series 1999 A November 1, 2000 977266 $23,817,573.85 General Obligation Bonds, Election of 2000, Series 2000 A October 26, 2001 977266 $11,181,597.50 General Obligation Bonds, Election of 2002, Series 2001 May 2, 2005 977266 $26,715,000.00 General Obligation Refunding Bonds, 2005 Series A August 9, 2007 977266 $20,056,687.40 General Obligation Bonds, 2007 Election, 2007 Series A August 21, 2008 977266 $12,540,712.50 General Obligation Bonds, 2007 Election, 2008 Series 2008 A December 14, 2010 977266 $10,874,794.25 2010 Election General Obligation Bonds, 2010 Series A April 20, 2011 977266 $33,191,121.50 2010 Election General Obligation Bonds, 2011 Series B December 18, 2012 977266 $37,605,135.00 2010 Election General Obligation Bonds, 2012 Series C December 11, 2013 977266 $5,325,000.00 2010 Election General Obligation Bonds, 2013 Series D B. AVERAGE DAILY ATTENDANCE WISEBURN UNIFIED SCHOOL DISTRICT 2013-14 Average Daily Base LCFF Revenue Per Fiscal Year Enrollment Attendance ADA 2013-14 2,532 2,461 $6,162 Source: District 1

C. DISTRICT OUTSTANDING DEBT SCHEDULE OF CHANGES IN LONG TERM DEBT FOR THE YEAR ENDED JUNE 30, 2014 Balance July 01, 2013 Additions Deductions Balance June 30, 2014 Balance Due In One Year Governmental Activities General Obligation Bonds $165,612,466 $8,480,250 $2,677,522 $171,415,194 $3,806,154 Unamortized Premium 3,852,129 200,300 152,618 3,899,811 160,037 Total General Obligation Bonds 169,464,595 8,680,550 2,830,140 175,315,005 3,966,191 Compensated Absences 110,905 59,585 61,188 109,302 - Total $169,575,500 $8,740,135 $2,891,328 $175,424,307 $3,966,191 Source: District D. SCHEDULE OF SECURED PROPRTY TA DISTRIBUTION This section is intended to provide information in compliance with the Continuing Disclosure Certificate in connection with the District s General Obligation Bonds Election of 2000, Series 2000 A. In particular, this section addresses Table 7 (Schedule of Secured Property Tax Distributions) in the Official Statement for the aforementioned bonds. Property taxes on the secured roll are due in two 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. For additional or specific information regarding Los Angeles County s Secured Property Tax Distributions please contact the Los Angeles County Auditor Controller s Office. E. PRINCIPAL EMPLOYERS LOCATED IN THE DISTRICT The District includes portions of the City of El Segundo, City of Hawthorne, and an unincorporated portion of Los Angeles County. Specific information for principal employers within the District is not readily available to the District at this time. As has been the case in previous reports, the 10 principal employers for the City of El Segundo is being provided below to satisfy this requirement. Data was provided by the City of El Segundo Business Services Division 2

City of El Segundo Fiscal Year Ending 2013 Rank Employer Number of Employees 1 Raytheon Company 6,117 2 Boeing Satellite Systems, Inc. 5,229 3 Northrop Grumman Corporation 3,572 4 Direct TV Operations Inc. 2,864 5 Aerospace Corporation 2,580 6 Mattel, Inc. 1,857 7 Chevron Products Company/USA Inc. 1,166 8 Accenture 964 9 Time Warner Cable/Sports 661 10 Carsdirect.com 442 Total 25,452 F. ASSESSED VALUATION AND PARCELS BY LAND USE WISEBURN UNIFIED SCHOOL DISTRICT 2014-15 2014-15 Assessed Valuation (1) Number of Parcels % of Total % of Total Non-Residential: Commercial/Office Building $2,835,769,977 49.46% 259 4.86% Vacant Commercial 72,649,996 1.27 79 1.48 Industrial 1,070,619,558 18.67 180 3.38 Vacant Industrial 37,989,412 0.66 50 0.94 Recreational 38,141,521 0.67 3 0.06 Government/Social/Institutional 19,159,330 0.33 162 3.04 Miscellaneous 12,555,098 0.22 21 0.39 Subtotal Non-Residential $4,086,884,892 71.28% 754 14.14% Residential: Single Family Residence $1,113,356,051 19.42% 3,541 66.42% Condominium/Townhouse 394,064,718 6.87 885 16.6 2-4 Residential Units 27,159,071 0.47 106 1.99 5+ Residential Units/Apartments 109,608,244 1.91 12 0.23 Vacant Residential 2,363,876 0.04 33 0.62 Subtotal Residential $1,646,551,960 28.72% 4,577 85.86% Total $5,733,436,852 100.00% 5,331 100.00% (1) Local Secured Assessed Valuation, excluding tax-exempt property. Source: California Municipal Statistics 3

G. AUDITED GENERAL FUND SUMMARY FY 2013-14 Budget FY 2013-14 Audit FY 2014-15 Budget (1)(2) Revenues: LCFF Sources $15,135,770 $15,168,029 $16,613,801 Federal Sources 690,500 696,956 690,500 Other State Sources 1,699,000 2,025,183 1,590,000 Other Local Sources 1,969,000 2,618,937 2,034,000 Total Revenues $19,494,270 $20,509,105 $20,928,301 Expenditures: Certificated Salaries $10,462,000 $10,482,657 $10,822,800 Classified Salaries 3,130,500 3,114,562 3,218,000 Employee Benefits 2,980,750 2,971,915 3,240,000 Books and Supplies 794,000 809,012 1,061,000 Services and Other Operating Expenditures 2,118,000 2,559,683 2,258,400 Other Outgo (Excluding transfers of indirect costs) 533,000 518,401 696,5000 Transfers of indirect costs (29,000) (28,528) Capital Outlay 0 4,500 10,000 Total Expenditures $19,989,250 $20,432,202 $21,306,700 Excess (Deficiency) of Revenues Over (Under) Expenditures (494,980) 76,903 (378,989) Other Financing Sources (Uses) Transfers In $1,460,972 Transfers Out Total Other Financing Sources (Uses) $1,460,972 Net Changes in Fund Balance (494,980) 76,903 1,082,573 Fund Balance July 1 $1,955,952 $1,955,952 $ -- Fund Balance June 30 $1,460,972 $2,032,855 $1,082,573 Source: The District. (1) Amounts rounded. (2) The apparent zero beginning balance displayed in this column is the consequence of the unification of Wiseburn School District effective July 1, 2014. In fact, the ending fund balance for Wiseburn School District of $2,032,855.47 was transferred to the credit of on that date. (3) FY 2013-14 Budget was adopted by the Wiseburn Board of Education on June 27, 2013. 4

H. ASSESSED VALUATION WISEBURN UNIFIED SCHOOL DISTRICT 2014-15 Local Secured Utility Unsecured Total 2014-15 $5,733,436,852 $0 $1,255,051,791 $6,988,488,643 Source: California Municipal Statistics I. SECURED TA CHARGES & DELINQUNICIES WISEBURN UNIFIED SCHOOL DISTRICT 2013-14 Fiscal Year Secured Tax Charge (1) June 30, 2014 June 30, 2014 Amount Delinquent Percent (%) Delinquent 2013-14 $3,987,468.13 $58,360.30 1.46 (1) (2) Fiscal Year Secured Tax Charge (2) June 30, 2013 June 30, 2013 Amount Delinquent Percent (%) Delinquent 2013-14 $6,578,405.43 $52,929.85 0.80 1% General Fund apportionment. Excludes redevelopment agency impounds. Reflects county-wide delinquency rate. Bond debt service levy only. Source: California Municipal Statistics 5

J. LARGEST LOCAL SECURED TAPAYERS WISEBURN UNIFIED SCHOOL DISTRICT 2014-15 Property Owner Primary Land Use 2014-15 Assessed Valuation % of Total (1) 1 Hughes Aircraft Co. Industrial $347,633,110 6.06% 2 Continental Development Corp. Office Building 342,651,279 5.98 3 Aerospace Corporation Office Building 269,947,407 4.71 4 Pacific Corporate Towers LLC Office Building 169,243,731 2.95 5 Boeing Co. Industrial 156,751,169 2.73 6 Hines REIT El Segundo LP Office Building 128,580,894 2.24 7 Kilroy Realty Finance Partnership Office Building 111,604,895 1.95 8 CREA Windstar Pacific LLC Apartments 102,641,523 1.79 9 Northrop Corp. Industrial 101,093,105 1.76 10 Realty Associates Fund I LP Office Building 92,205,298 1.61 11 PES Partners LLC Shopping Center 91,675,837 1.6 12 Mattel Realty Corp. Office Building 83,679,197 1.46 13 300 N. Sepulveda Owner LLC Office Building 74,203,760 1.29 14 Plaza CP LLC Office Building 73,410,717 1.28 15 Digital 2260 East El Segundo LLC Office Building 71,982,874 1.26 16 PES Partners LLC Shopping Center 63,918,749 1.11 17 LA4 LLC Industrial 61,562,132 1.07 18 William Lyon Homes Inc. Res. Development 57,386,513 1.00 19 101 Continental Partners LLC Office Building 55,298,509 0.96 20 GLL 2160 East Grand LLC Office Building 53,510,318 0.93 $2,508,981,017 43.76% (1) 2014-15 Local Secured Assessed Valuation: $5,733,436,852 Source: California Municipal Statistics 6

K. AD VALOREM TAES TYPICAL TA RATES PER $100 ASSESSED VALUATION (TRA 9851) 2013-14 2014-15 General 1.000000% 1.000000% El Camino Community College District.017498.017422 Centinela Valley Union High School District.043693.000000 Wiseburn School District.116720.000000.000000.214273 Metropolitan Water District.003500.003500 Total 1.181411% 1.235195% Source: California Municipal Statistics L. REPORTING OF SIGNIFICANT EVENTS Type of Event Yes No (i) Principal and interest payment delinquencies; (ii) Unscheduled draws on any debt service reserves reflecting financial difficulties; (iii) Unscheduled draws on any credit enhancements reflecting financial difficulties; (iv) Substitution of credit or liquidity providers, or their failure to perform; (v) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB); (vi) Tender offers; (vii) Defeasances; (viii) Rating changes; or (ix) Bankruptcy, insolvency, receivership or similar event of the District. (x) Unless described in paragraph 6(a)(v) hereof, other material notices or determinations with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; (xi) Modifications to rights of Owners; (xii) Optional, unscheduled or contingent Bond calls; (xiii) Release, substitution or sale of property securing repayment of the Bonds; 7

(xiv) Non-payment related defaults; (xv) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, 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; or (xvi) Appointment of a successor or additional Paying Agent or the change of name of a Paying Agent. *If answered Yes, please see following for notification of significant events (xii) At the time of filing this report, the District intends to call the following maturities as part of a planned refunding which is scheduled to close in calendar year 2015. General Obligation Refunding Bonds, 2005 Series A to be defeased from the proceeds of the 2015A Bonds on their date of delivery Maturity Date (August 1) Principal Amount To Be Redeemed CUSIP Number (977266) 2016 $60,000 EF8 2017 65,000 EG6 2018 70,000 EH4 2019 80,000 EJ0 2020 25,000 EK7 2020 30,000 EL5 2021 50,000 EM3 2022 50,000 EN1 8

General Obligation Refunding Bonds, 2005 Series A to be defeased from the proceeds of the 2015B Bonds on their date of delivery Maturity Date (August 1) Principal Amount To Be Redeemed CUSIP Number (977266) 2016 $2,175,000 EF8 2017 2,390,000 EG6 2018 2,605,000 EH4 2019 2,845,000 EJ0 2020 985,000 EK7 2020 1,195,000 EL5 2021 1,755,000 EM3 2022 1,845,000 EN1 General Obligation Bonds, 2007 Election, 2007 Series A to be defeased from the proceeds of the 2015A Bonds on their date of delivery Maturity Date (August 1) Principal Amount To Be Redeemed CUSIP Number (977266) 2017 $ 55,000 EY7 2018 80,000 EZ4 2019 90,000 FA8 2020 105,000 FB6 2021 125,000 FC4 2022 150,000 FD2 2023 175,000 FE0 2024 250,000 FF7 2025 1,800,000 FG5 2026 1,000,000 FH3 2026 1,930,000 FJ9 *Maturities identified above are subject to change (xv) Although the District reorganized as a unified school district, it was determined that no merger, or consolidation, or acquisition occurred which would have required the District to file a significant event notice for this item. 9

M. CONTACT INFORMATION DISTRICT DISCLOSURE CONSULTANT David Wilson Chief Business Official 13530 Aviation Boulevard Hawthorne, CA 90250 Tel: (310) 643-3025 Fax: (310) 643-7659 Email: dwilson@wiseburn.k12.ca.us Caldwell Flores Winters, Inc. 6425 Christie Avenue Suite 270 Emeryville, CA 94608 Tel: (510) 596-8170 Fax: (510) 450-0208 Email: continuingdisclosure@cfwinc.com 10