New York, November 26, 2012 --

Moody's Rating

Issue: General Obligation Bonds, 2008 Election, Series E; Rating: A1; Sale Amount: $14,000,000; Expected Sale Date: 12/5/2012; Rating Description: General Obligation

Issue: Taxable Limited Obligation Bonds (Supplemental Employee Retirement Benefits Program Refunding), 2012; Rating: Baa1; Sale Amount: $5,695,000; Expected Sale Date: 12/5/2012; Rating Description: General Obligation Limited Tax

Opinion

Moody's Investors Service has assigned an A1 rating to Pomona Unified School District (CA) General Obligation Bonds, for $14.0 million, and a Baa1 rating to its unsecured Limited Obligation Bonds, for $5.7 million. At the same time, we have affirmed the A1 rating on the district's outstanding GO bonds. The GO bonds are secured by an unlimited property tax pledge of the district. The Limited Obligation Bonds are unsecured judgments payable from all legally available funds of the district. Proceeds from the current GO bond offering finance new construction and modernization projects. Proceeds from the Limited Obligation Bonds will finance the refunding of the district's supplemental employee retirement benefits program.

RATING RATIONALE

Key considerations for the A1 GO rating include the moderate-sized tax base that is an economic participant in the Los Angeles metro area economy - a credit positive, but tempered by low wealth indicators. The district's weak financial profile that includes a narrow balance sheet and very narrow liquidity is a credit negative.

The GO rating also reflects the strength of the voter-approved, unlimited property tax pledge securing the bonds and the well-established levy and collection history for the debt service levy. This supports the credit quality of these bonds, somewhat offsetting the risk of future financial weakness. The county rather than the district levies, collects, and disburses the district's property taxes, including the portion constitutionally restricted to debt service on general obligation bonds. This supports the credit quality of these bonds.

The Baa1 rating on the district's Taxable 2012 Limited Obligation Bonds reflect the district's weak financial profile and the unsecured nature of the bonds. Similar to lease-backed certificates of participation (COPs), debt service payments on the Baa1-rated bonds are made from the district's legally available operational revenues. While debt service for these bonds place only a minimal burden on the district's General Fund, the district's weak overall financial position increases the default probability of these bonds. Unlike lease-backed COPs, these limited obligation bonds have no leased asset securing the bonds, a credit negative, and debt service is subject to acceleration in an event of default. The risk of acceleration is a credit negative for the district's overall credit profile, due to its narrow reserves and liquidity.

STRENGTHS - Moderate-sized tax base - Economic participation in the Los Angeles metro area economy

- The institutional presence of Cal Poly Pomona

CHALLENGES

- Low wealth indicators

- Although improving, four consecutive years of operating deficits, and a fifth budgeted in FY 2013

WHAT COULD CHANGE THE RATING - UP

- Substantial increase in socioeconomic measures

WHAT COULD CHANGE THE RATING - DOWN

- Significant deterioration in socioeconomic measures

- Protracted decline in the district's assessed valuation

- Substantial weakening in the district's financial position

RATING METHODOLOGY

The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

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Julian Edward Metcalf Associate Analyst Public Finance Group Moody'sInvestors Service, Inc.One Front Street Suite 1900 San Francisco, CA 94111 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Eric S Hoffmann Senior Vice President Public Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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