2011 ANNUAL REPORT. 1. The Audited Financial Statements of the Capistrano Unified School District June 30, 2011.

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1 $49,675,000 COMMUNITY FACILITIES DISTRICT NO OF THE CAPISTRANO UNIFIED SCHOOL DISTRICT (TALEGA) (IMPROVEMENT AREA NO ) SERIES 2003 SPECIAL TAX BONDS 2011 ANNUAL REPORT This continuing disclosure Annual Report has been prepared to satisfy the obligations of Community Facilities District No of the Capistrano Unified School District (the District ), as provided in the Continuing Disclosure Agreement dated November 5, 2003 (the Continuing Disclosure Agreement ), by and between the District and U.S. Bank Trust National Association, as fiscal agent and as dissemination agent, in connection with the sale and issuance of the abovecaptioned bonds. Pursuant to Resolution No of the Board of Trustees of the District adopted on October 13, 2003 (the Resolution ), the District appointed the fiscal agent under the Continuing Disclosure Agreement. As provided in Section 3 of the Continuing Disclosure Agreement, a copy of this Annual Report is being forwarded to the fiscal agent which, in turn, will forward this Annual Report to all National Repositories (see Exhibit A attached). All capitalized terms used herein shall have the meanings set forth in the Continuing Disclosure Agreement. The following information is being provided as required under Section 4 of the Continuing Disclosure Agreement: 1. The Audited Financial Statements of the Capistrano Unified School District June 30, To be submitted separately pursuant to Section 3(a) of the Continuing Disclosure Agreement. 2. An update of the information contained in the table contained under the heading SECURITY FOR THE BONDS in the Official Statement for the Bonds in the section entitled Direct and Overlapping Debt Summary. -See Exhibit B attached. 3. An update of the information contained in the tables contained under the heading SECURITY FOR THE BONDS in the Official Statement for the Bonds entitled Summary of Appraised Values and Certain Public Debt. -See Exhibit B attached. 4. A table providing delinquency information including total Special Tax Levy, taxes delinquent as of June 30 of the fiscal year in which Special Taxes were levied, and the current amount delinquent. A summary of the special tax delinquencies is included in Exhibit C.

2 5. The date and amount of expenditures from the Project Account of the Acquisition and Construction Fund, the date and amount of any withdrawal from the Reserve Account of the Special Tax Fund and the date and amount of any withdrawal of Bond amounts from any investment agreement due to downgrade in the rating of the provider thereof and a description of the reinvestment of such amounts. There were no expenditures from the Project Account of the Acquisition and Construction Fund during fiscal year No funds were withdrawn from the Reserve Account, with the exception of interest earnings in excess of the Reserve Requirement. 6. The number of building permits issued for the construction of single family homes on property within the Improvement Area in the preceding fiscal year and prior to November 1 of the calendar year in which such fiscal year ends. A table showing the historic development activity is included in Exhibit C. 7. The number of single family homes within the Improvement Area for which the Talega Joint Planning Authority, the City of San Clemente or the County of Orange issued permits or gave approvals permitting occupancy by homeowners in the preceding fiscal year and prior to November 1 of the calendar year in which fiscal year ends. A table showing the historic certificates of occupancy is included in Exhibit C. 8. Information regarding the number of parcels of property in the Improvement Area as to which the County Assessor s assessment roll for the current fiscal year shows a change in ownership from the home builder to a homeowner as compared to the assessment roll for the preceding fiscal year and the total number of parcels of property in the Improvement Area which according to the assessment roll are owned by persons other than a home builder. According to the fiscal year assessment roll, there are 37 assessor parcels that are currently owned by homeowners that were owned by a home builder according to the assessment roll. According to the assessment roll for fiscal year , 1,731 parcels of taxable property are owned by an entity other than a home builder or the developer. 9. Information regarding the full cash value of all of the land and improvements, as determined by the County Assessor within the Improvement Area, as shown on the Assessor s assessment roll, for the fiscal year as to which the Annual Report is being filed, including the number of lots for which the assessed value is for land only and the number of lots for which the assessed value is for both land and improvements and the total amount of such assessed value for each such category. For all fiscal years after the first fiscal year in which the assessed value for all lots in the Improvement Area includes both land and improvements, the Annual Report shall include only the total amount of the assessed value for all lots in the Improvement

3 Area. A table showing a summary of assessed values is included in Exhibit C. 10. An update on the status of the construction of the road facilities and the school facilities to be financed with the proceeds of the Bonds. Construction of all school and city facilities has been completed. 11. Any change to the Rate and Method of Apportionment of Special Taxes for the Improvement Area set forth in Appendix C to the Official Statement. There have been no changes to the Rate and Method of Apportionment included in the Official Statement for the Series 2003 Bonds. 12. Information regarding proceedings for the designation of any improvement area of the District (in addition to the Improvement Area) or the formation of any community facilities district or assessment district that includes a portion of the property in the Improvement Area and the authorization of additional bonded indebtedness of the District for the Improvement Area or bonded indebtedness for any such community facilities district or assessment district to finance public facilities and, if any such bonds are issued, information regarding the issuance of the bonds, the amount thereof and the facilities which will be financed with the proceeds of such bonds. No proceedings have been initiated regarding the designation of any new improvement area within the District nor have any new community facilities districts or assessment districts been formed within the exiting Improvement Area. In addition, there has been no authorization of additional bonded indebtedness for the existing District and Improvement Area, new community facilities districts or assessment districts to finance public facilities. 13. The California Debt and Advisory Commission report filed pursuant to the provisions of the Mello-Roos Community Facilities Act of See Exhibit D attached. K:\CLIENTS2\CAPO.USD\CFD90_2.adm\11_12\Cont Disc\annualreport902IA.doc

4 EXHIBIT A REPOSITORY LIST The following entity constitutes the National Repository in accordance with revised SEC Rule 15c2-12. As of the date of this Annual Report, no entity has been designated by the State of California as a State Repository. Municipal Securities Rulemaking Board Electronic Municipal Market Access PARTICIPATING UNDERWRITER UBS Financial Services, Inc. Attention: Richard Szalkowski 1285 Avenue of the Americas, 15 th Floor New York, NY Phone: (212) Fax: (212) richard.szalkowski@ubs.com

5 EXHIBIT B DIRECT AND OVERLAPPING DEBT SUMMARY VALUE TO LIEN ANALYSIS

6 David Taussig and Associates, Inc. 12/5/2011 IMPROVEMENT AREA NO OF COMMUNITY FACILITIES DISTRICT NO OF THE CAPISTRANO UNIFIED SCHOOL DISTRICT CONTINUING DISCLOSURE STATEMENT DIRECT AND OVERLAPPING DEBT SUMMARY Amount of Percent of District Actual Levy on Levy on Share of FY Parcels in Parcels in Total Debt Total Debt Overlapping District Total Levy District District Outstanding [1] Outstanding Santa Margarita Water District CFD No $6,977,702 $3,500, % $98,400,000 $49,357,217 Metropolitan Water District $94,810,471 $47, % $225,335,000 $112,124 Capistrano Unified School District CFD No $3,782,710 $2,092, % $41,570,000 $23,000,000 Estimated Share of Overlapping Debt Allocable to the District $72,469,341 Plus CFD No IA No Series 2003 Debt Outstanding $47,910,000 Estimated Share of Direct and Overlapping Debt Allocable to the District $120,379,341 [1] As of September 2, K:\CLIENTS2\CAPO.USD\CFD90_2.adm\11_12\Cont Disc\[VAL2LIEN902IA 01.xls]Overlapping Debt

7 David Taussig and Associates, Inc. 12/5/2011 IMPROVEMENT AREA NO OF COMMUNITY FACILITIES DISTRICT NO OF THE CAPISTRANO UNIFIED SCHOOL DISTRICT CONTINUING DISCLOSURE STATEMENT VALUE-TO-LIEN ANALYSIS CUSD CUSD CFD No CFD No CUSD SMWD Total IA No IA No CUSD CFD No SMWD CFD No Direct and Estimated Number FY Bonds CFD No Bonds CFD No Bonds MWD MWD Bonds Overlapping Net Assessed Assessed Value- Property Classification / Owner [1, 2] of Parcels Levy Oustanding [3] Levy Oustanding [3] Levy Oustanding [3] Levy Oustanding [3] Debt Value [2] to-lien Ratios Developed Property Standard Pacific Corp 4 $14,571 $189,063 $8,259 $90,763 $13,620 $192,069 $156 $370 $472,265 $4,203, SP Talega LLC 30 $96,999 $1,258,596 $54,981 $604,211 $90,668 $1,278,610 $660 $1,570 $3,142,987 $17,849, Individual Owners 1,731 $3,580,828 $46,462,341 $2,029,672 $22,305,027 $3,395,711 $47,886,537 $45,883 $109,050 $116,762,954 $1,240,061, Subtotal 1,765 $3,692,399 $47,910,000 $2,092,912 $23,000,000 $3,500,000 $49,357,217 $46,699 $110,989 $120,378,206 $1,262,113, Undeveloped Property ORA Alora 36 LLC 36 $0 $0 $0 $0 $0 $0 $375 $891 $891 $10,131,804 11, Standard Pacific Corp 5 $0 $0 $0 $0 $0 $0 $81 $193 $193 $2,189,893 11, SP Talega LLC 32 $0 $0 $0 $0 $0 $0 $22 $51 $51 $585,594 11, Subtotal 73 $0 $0 $0 $0 $0 $0 $477 $1,135 $1,135 $12,907,291 11, GRAND TOTAL 1,838 $3,692,399 $47,910,000 $2,092,912 $23,000,000 $3,500,000 $49,357,217 $47,177 $112,124 $120,379,341 $1,275,021, [1] [2] [3] Classification to developed and undeveloped categories pursuant to the Rate and Method of Apportionment. Reflects ownership and fiscal year net assessed values as of January 1, 2011 provided by the Orange County Assessor. Value shown herein does not match CDIAC since gross value is used in CDIAC report. As of September 2, Allocated based on fiscal year levy. K:\CLIENTS2\CAPO.USD\CFD90_2.adm\11_12\Cont Disc\[VAL2LIEN902IA 01.xls]Value-to-Lien

8 EXHIBIT C SPECIAL TAX DELINQUENCIES HISTORIC DEVELOPMENT ACTIVITY HISTORIC CERTIFICATES OF OCCUPANCY SUMMARY OF ASSESSED VALUES

9 David Taussig and Associates, Inc. 12/5/2011 IMPROVEMENT AREA NO OF COMMUNITY FACILITIES DISTRICT NO OF THE CAPISTRANO UNIFIED SCHOOL DISTRICT CONTINUING DISCLOSURE STATEMENT SPECIAL TAX DELINQUENCIES Number of Total Remaining Percent of Delinquent Delinquent Percent of Delinquent Delinquency of Total Tax Parcels at Special Taxes Delinquency of Amount Annual Levy Fiscal Year Levy FY End at FY End Annual Levy (10/3/2011) (10/3/2011) $160,451 2 $2, % $0 0.00% $847, $18, % $ % $3,064, $45, % $ % $2,970, $137, % $2, % $2,993, $239, % $4, % $3,313, $210, % $9, % $3,447, $240, % $14, % $3,591, $75, % $59, % $3,692,399 NA NA NA NA NA K:\CLIENTS2\CAPO.USD\CFD90_2.adm\11_12\Cont Disc\[VAL2LIEN902IA 01.xls]Delinquencies

10 David Taussig and Associates, Inc. 12/5/2011 IMPROVEMENT AREA NO OF COMMUNITY FACILITIES DISTRICT NO OF THE CAPISTRANO UNIFIED SCHOOL DISTRICT CONTINUING DISCLOSURE STATEMENT HISTORIC DEVELOPMENT ACTIVITY Total Number of Single Family Building Permits Total Residential As Of Issued Building Square Feet As of June 30, ,757 4,984,635 July 1, 2010 through June 30, ,801 July 1, 2011 through October 31, Total 1,764 5,016,436 K:\CLIENTS2\CAPO.USD\CFD90_2.adm\11_12\Cont Disc\[VAL2LIEN902IA 01.xls]BPs

11 David Taussig and Associates, Inc. 12/5/2011 IMPROVEMENT AREA NO OF COMMUNITY FACILITIES DISTRICT NO OF THE CAPISTRANO UNIFIED SCHOOL DISTRICT CONTINUING DISCLOSURE STATEMENT HISTORIC CERTIFICATES OF OCCUPANCY As Of Total Number of Certificates Issued for Residential Property As of June 30, ,710 July 1, 2010 through June 30, July 1, 2011 through October 31, Total 1,742 K:\CLIENTS2\CAPO.USD\CFD90_2.adm\11_12\Cont Disc\[VAL2LIEN902IA 01.xls]COOs

12 David Taussig and Associates, Inc. 12/5/2011 IMPROVEMENT AREA NO OF COMMUNITY FACILITIES DISTRICT NO OF THE CAPISTRANO UNIFIED SCHOOL DISTRICT CONTINUING DISCLOSURE STATEMENT ASSESSED VALUES AS OF 1/1/11 FOR TAXABLE PROPERTY FY FY FY Less Total Number of Property Classification Land Value Improvement Value Exemptions Assessed Value Parcels Parcels with Land Value Only $13,406,376 $0 $0 $13,406, Parcels with Land and Improvement Value $453,890,436 $815,033,750 ($7,309,290) $1,261,614,896 1,754 Total $467,296,812 $815,033,750 ($7,309,290) $1,275,021,272 1,838 K:\CLIENTS2\CAPO.USD\CFD90_2.adm\11_12\Cont Disc\[VAL2LIEN902IA 01.xls]Assessed Values

13 EXHIBIT D CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION YEARLY FISCAL STATUS REPORTS

14 CDIAC # STATE OF CALIFORNIA MELLO-ROOS COMMUNITY FACILITIES DISTRICT (CFD) YEARLY FISCAL STATUS REPORT California Debt and Investment Advisory Commission 915 Capitol Mall, Room 400, Sacramento, CA P.O. Box , Sacramento, CA (916) FAX (916) cdiac_issuance@treasurer.ca.gov Fiscal Year For Office Use Only I. GENERAL INFORMATION A. Issuer Capistrano Unified School District B. Community Facilities District Number/Name Community Facilities District No. 90-2, Improvement Area C. Name/Title/Series of Bond Issue Series 2003 Special Tax Bonds D. Indicate Credit Rating Ratings Agency: Rating: Not Rated: E. Date of Bond Issue 10/23/2003 F. Original Principal Amount of Bonds $ 49,675,000 G. Reserve Fund Minimum Balance Required $ 4,956,238 II. FUND BALANCE FISCAL STATUS Balances Reported as of: June 30, 2011 (Year) A. Principal Amount of Bonds Outstanding $ 48,385,000 B. Bond Reserve Fund $ 4,956,238 C. Capitalized Interest Fund $ 0 D. Construction Fund(s) $ 0 III. IV. ASSESSED VALUE OF ALL PARCELS IN CFD SUBJECT TO SPECIAL TAX A. Assessed Value Reported as of: Fiscal Year (Check one) From Equalized Tax Roll From Appraisal of Property (Use only in first year or before annual tax roll billing commences) B. Total Assessed Value of All Parcels $ 1,282,330,562 TAX COLLECTION INFORMATION A. Total Amount of Special Taxes Due $ 3,591,096 (FY 10-11) B. Total Amount of Unpaid Special Taxes $ 59,404 (FY 10-11) C. The Special Taxes are Paid Under the County s Teeter Plan Yes: No: V. DELINQUENT REPORTING INFORMATION Delinquent Parcel Information Reported as of Equalized Tax Roll of: 10/3/2011 (Date) A. Total Number of Delinquent Parcels: 42 B. Total Amount of Special Taxes Due on Delinquent Parcels: $ 90,939 VI. FORECLOSURE INFORMATION FOR FISCAL YEAR (Aggregate totals, if foreclosure commenced on same date) Date Foreclosure Commenced Total Number of Foreclosure Parcels Total Amount of Tax Due on Foreclosure Parcels (Attach additional sheets if necessary.) $ $ $ $ $ CDIAC (10/4/07) Page 1 of 2

15 STATE OF CALIFORNIA MELLO-ROOS COMMUNITY FACILITIES DISTRICT (CFD) YEARLY FISCAL STATUS REPORT (Continued) VII. ISSUE RETIRED This issue is retired and no longer subject to the Yearly Fiscal Status filing requirements. (Indicate reason for retirement.) A. Matured: Yes: No: If yes, indicate final maturity date: B. Refunded Entirely: Yes: No: If yes, state refunding bond title: and issue date: C. Other: VIII. NAME OF PARTY COMPLETING THIS FORM Name: Title: Firm/Agency: Nehal Thumar Manager David Taussig & Associates, Inc. Address: 5000 Birch St, Suite 6000 City/State/Zip: Newport Beach, CA Phone No: (949) Date of Report: 10/27/2011 k:\clients2\capo.usd\cfd87_1.adm\cdiac\2011\90-2 ia doc Completion and submittal of this form to the California Debt and Investment Advisory Commission will assure your compliance with California State law. Section of the California Government Code requires that all agencies issuing Mello-Roos Community Facilities bonds after January 1, 1993 to report specific information to the Commission by October 30 th of each year. CDIAC (10/4/07) Page 2 of 2

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