$22,835,000 BONDS OF SCHOOL FACILITIES IMPROVEMENT ...

1 NEW ISSUE -- FULL BOOK-ENTRY RATING: S&P: AA Moody s: Aa1 (See RATINGS ) In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California ( Bond Counsel ) subject, however, to certain qualifications described herein, under existing law, interest on the Refunding BONDS is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings.

2 In the further opinion of Bond Counsel, interest on the Refunding BONDS is exempt from California personal income taxes. See TAX MATTERS. $22,835,000 BONDS OF SCHOOL FACILITIES IMPROVEMENT district NO. 1 OF THE LOS ALAMITOS unified SCHOOL district ( orange County, California) 2016 General Obligation Refunding BONDS Dated: Date of Delivery Due: August 1, as shown on the inside cover Issuance. The above captioned BONDS (the Refunding BONDS ) are being issued by the Los Alamitos unified SCHOOL district (the district ), on behalf of the Schools FACILITIES IMPROVEMENT district No.

3 1 of the Los Alamitos unified SCHOOL district (the IMPROVEMENT district ), pursuant to a resolution of the Board of Education of the district adopted on September 27, 2016 (the Resolution ). The Refunding BONDS are being issued to refinance a portion of the outstanding BONDS of SCHOOL FACILITIES IMPROVEMENT district No. 1 of the Los Alamitos unified SCHOOL district General Obligation BONDS , 2008 Election, Series E, issued on August 14, 2013 in the original aggregate principal amount of $51,390, Security. The Refunding BONDS are general obligation BONDS of the district payable solely from ad valorem taxes.

4 The Board of Supervisors of orange County has the power and is obligated to annually levy ad valorem taxes upon all property within the IMPROVEMENT district subject to taxation by the district without limitation of rate or amount (except certain personal property which is taxable at limited rates) for the payment of principal of and interest on the Refunding BONDS . The district has previously issued approximately $126,970,124 of general obligation BONDS that are similarly secured by tax levies. Payments. The Refunding BONDS are dated the date of delivery set forth above and are being issued as current interest BONDS .

5 The Refunding BONDS accrue interest at the rates set forth on the inside cover page hereof, are payable semiannually on each February 1 and August 1 until maturity, commencing February 1, 2017. Payments of principal of and interest on the Refunding BONDS will be paid by Bank National Association, Los Angeles, California, as the designated paying agent, registrar and transfer agent (the Paying Agent ), to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the Refunding BONDS . See THE REFUNDING BONDS . Redemption. The Refunding BONDS are subject to redemption prior to maturity as described herein.

6 See "THE REFUNDING BONDS Optional Redemption and Mandatory Sinking Fund Redemption. Book-Entry Only. The Refunding BONDS will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"). Purchasers will not receive physical certificates representing their interests in the Refunding BONDS . See "APPENDIX F - DTC and the Book-Entry System." MATURITY SCHEDULE (see inside front cover) This cover page contains information for general reference only. It is not a summary of all the provisions of the Refunding BONDS .

7 Investors must read the entire official statement to obtain information essential in making an informed investment decision. The Refunding BONDS are offered when, as and if issued, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters also will be passed upon for the district by Jones Hall, A Professional Law Corporation, San Francisco, California, as Disclosure Counsel to the district . Norton Rose Fulbright US LLP, Los Angeles, California, is serving as counsel to the Underwriter.

8 It is anticipated that the Refunding BONDS in book-entry form will be available for delivery through the FACILITIES of The Depository Trust Company, on or about October 26, 2016, in New York, New York. Dated: October 5, 2016 MATURITY SCHEDULE Base CUSIP : 544203 $14,885,000 Serial BONDS $7,950,000 Term Bond due August 1, 2039; Yield ; Price ; CUSIP EG3 C Priced to first par call on August 1, 2026. Copyright 2016, American Bankers Association. CUSIP data herein are provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc.

9 , and are provided for convenience of reference only. Neither the district nor the Underwriter assumes any responsibility for the accuracy of these CUSIP data. Maturity Date (August 1) Principal Interest Rate Yield Price CUSIP 2017 $270, DJ8 2018 65, DK5 2019 65, DL3 2020 70, DM1 2021 70, DN9 2022 70, DP4 2023 70, DQ2 2024 70, DR0 2025 300, DS8 2026 800, DT6 2027 330, DU3 2028 70, DV1 2029 75, DW9 2030 75, DX7 2031 195, DY5 2032 270, DZ2 2033 340, EA6 2034 1,970, EB4 2035 2,380, EC2 2036 3,930, ED0 2037 3,400, EE8 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement.

10 This Official Statement is submitted in connection with the sale of the Refunding BONDS referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract between any bond owner and the district or the Underwriter. No Offering Except by This Official Statement. No dealer, broker, salesperson or other person has been authorized by the district or the Underwriter to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the district or the Underwriter.