Introduction:

On October 21, 1997, the San Joaquin Hills Transportation Corridor Agency (the "Agency") issued $1,448,274,315.10 aggregate principal amount of Toll Road Refunding Revenue Bonds (collectively referred to herein as the "1997A Bonds"). The 1997A Bonds were issued by the Agency pursuant to a Master Indenture of Trust, dated as of September 1, 1997, between the Agency and BNY Western Trust Company, as trustee (the "Trustee"), as supplemented by a First Supplemental Indenture of Trust, dated as of September 1, 1997, between the Agency and the Trustee (such Master Indenture of Trust, as so supplemented, the "Master Indenture").

The 1997A Bonds were issued by the Agency for the purpose of providing funds, together with certain other available funds, to refund certain indebtedness of the Agency, as more fully described in the Official Statement for the 1997A Bonds dated September 26, 1997 (the "Official Statement").

Pursuant to Rule 15c2-12(b)(5) of the Securities and Exchange Commission, the Agency has executed a Continuing Disclosure Certificate, dated as of October 21, 1997 (the "Continuing Disclosure Certificate"). The Continuing Disclosure Certificate states that the Agency shall provide not later than January 15 of each year to each Repository (as defined in the Continuing Disclosure Agreement) a Disclosure Report relating to the immediately preceding fiscal year. The Disclosure Report is to contain certain data related to the Agency, the Toll Road, and the 1997A Bonds.

The information contained in this report constitutes all disclosure required pursuant to the Continuing Disclosure Certificate. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Official Statement.

Disclosure Information:

Section 4.1 ~ Principal amount of Bonds outstanding in each Series.
As of June 30, 2001, the aggregate principal amount of Toll Road Revenue Bonds outstanding was $1,796,707,181.58, which included accreted amounts of $177,235,495.68. The bonds outstanding consist of the following series of bonds: $220,180,000 principal amount of Series 1993 Current Interest Bonds; $604,885,000 principal amount of Series 1997A Current Interest Bonds; $497,731,681.22 principal amount of Series 1997A Convertible Capital Appreciation Bonds; and $473,910,500.36 principal amount of Series 1997A Capital Appreciation Bonds. Accreted amounts were calculated as of June 30, 2001. On March 30, 2000 the Agency legally defeased $45,720,000 of Series 1997A Capital Appreciation Bonds.

Section 4.2 ~ Statement of the Reserve Fund Requirement, balance in the Reserve Fund and the instruments utilized to fund the Reserve Requirement.
The combined Reserve Fund Requirement under the Indentures is equal to Maximum Annual Debt Service on all outstanding Bonds. Maximum Annual Debt Service is $225,684,500 and occurs in fiscal year 2033.

The total amount available to meet the Reserve Fund Requirement as of June 30, 2001 was $63,494,303. The components of this amount include $52,155,033 in the 1997 Reserve Fund and $11,339,270 in the 1993 Reserve Fund. The Reserve Fund is funded with net revenues after the Operations and Maintenance, Interest and Principal accounts are funded. None of the Reserve Fund Requirement is funded with a letter of credit, surety bond, or insurance policy as allowed by the Master Indenture of Trust.

Section 4.3 ~ Statement of the Use and Occupancy Requirement, balance in the Use and Occupancy Fund, and the amount of the Use and Occupancy Fund Requirement that is funded with an insurance policy.
The 1997 Use and Occupancy Fund Requirement for any period while there are 1993 Bonds outstanding is zero. As of June 30, 2001, 1993 Bonds remained outstanding. In accordance with the 1993 Indenture, a Use and Occupancy Fund in the amount of $25,000,000 was held as of June 30, 2001. The fund consists of $15,000,000 in cash and investments and an insurance policy with a face value of $10,000,000.

The insurance policy is an all risk policy, including earthquake and flood, on operating toll roads, specifically the bridges of San Joaquin Hills Transportation Corridor. Specific coverage includes costs to reconstruct, restore, repair or rehabilitate the corridor due to damage by an insured peril. The policy also includes business interruption and expediting expenses.

Section 4.4 ~ Table of toll transactions and the amount of Tolls collected by the Agency for each of the immediately preceding five fiscal years, together with a schedule of toll rates showing changes as of the end of the prior fiscal year.

The toll rates as of June 30, 2001 were as follows: Mainline Plaza $2.25, El Toro Road $1.50, Aliso Creek Road $1.25, Newport Coast Drive $1.00, La Paz Road $.75, and Bonita Canyon Road $.50.

Section 4.5 ~ Statistical data summarizing the use of the AVI collection system on the toll road, including the percentage of toll transactions using transponders and the overall level of accuracy of the toll collection system.

Pursuant to the Toll Collection and Revenue Management System (TCARMS) contract (terminated as of January 12, 2001), the contractor (Lockheed Martin IMS) was required to reimburse the Agency on a monthly basis for any toll revenues lost resulting from system failures. TCARMS, under the aforementioned contract, was required to be accurate to a 99.9% level. The SJH TCARMS met contractual acceptance standards in December 1998; additional acceptance testing was not required by the contract. On October 12, 2000, the F/ETCA Board of Directors approved a termination agreement with Lockheed Martin IMS that called for all functions to be transitioned back to the Agency by January 12, 2001. The TCARMS contract was replaced in part by several contracts with individual service providers and in part by additional Agency staff. The new contracts do not contain an overall system accuracy guarantee. The Agency will continue to ensure that the TCARMS system is well maintained and will continue independent verification procedures through an Agency operated data retrieval system.

Section 4.6 ~ Table of Revenues, Current Expenses, Adjusted Net Toll Revenues, and Debt Service Coverage

During any period that there are Outstanding 1993 Bonds, Revenues, as defined in the Master Indenture of Trust dated September 1, 1997, are as reported above. Upon defeasance of the Outstanding 1993 Bonds, Tolls are included in the definition of Series 1997A Revenues.

The remaining information is presented on a combined basis, reflecting both the 1993 and 1997 Indentures.

 

Adjusted Net Toll Revenues includes earnings on the Debt Service Funds, the Reserve Funds and the Use & Occupancy Fund only.

Section 4.7 ~ Table of Development Impact Fees collected for each of the immediately preceding five fiscal years.

Fiscal Year ended June 30,	Development Impact Fees Accrued
2001	$7,184,000
2000	$10,734,000
1999	$3,621,000
1998	$4,140,000
1997	$5,705,000

Section 4.8 ~ A description of any material damage to the toll road or the toll collection system during the past fiscal year.

During the fiscal year ended June 30, 2001, no damage occurred to the Toll Road or the toll collection system which, in the determination of the Agency, resulted in a material reduction in Net Toll Revenues.

Additional Data ~ Update of Statistical Data contained in Official Statement titled "The Toll Collection and Revenue Management System-Cooperative User Fee Processing Agreement."

The Agency, along with the Foothill Eastern Transportation Corridor Agency, entered into a Cooperative User Fee Processing Agreement, dated as of March 23, 1998, with California Private Transportation Company, LLP, a California limited partnership (CPTC). The agreement has been extended and expires on March 23, 2002. Similar agreements have been entered into with the California Department of Transportation (Caltrans) and the San Diego Association of Governments (SANDAG) dated December 21, 1998 and February 24, 1998, respectively. The Caltrans agreement has been extended and expires on December 31, 2001. The SANDAG agreement has also been extended and expires on July 1, 2001. These Cooperative User Fee Processing Agreements (Agreements) allow patrons using an AVI transponder issued by any of the above entities to use the various toll facilities of the signatories. The Agreements provide for daily reporting by each party to the other parties for such toll transactions. Cash settlements are to be made daily with CPTC. Cash settlements with Caltrans and SANDAG are made monthly due to the lower amounts.

Section 5. Reporting of Significant Events

As of June 30, 2001, none of the following events have occurred with respect to either the 1993 or the 1997A Bonds:

• Principal and interest payment delinquencies

• Non-payment related defaults

• Modifications to the rights of Bondholders

• Optional, contingent or unscheduled bond calls

• Defeasances

• Rating changes

• Adverse tax opinions or events affecting the tax exempt status of the 1993 or 1997A Bonds

• Unscheduled draws on the debt service reserves reflecting financial difficulties, as well as any draws on the 1993 Use and Occupancy Fund or the Use and Occupancy Fund

• Unscheduled draws on credit enhancements reflecting financial difficulties

• Substitutions of credit or liquidity providers, or failure to perform

• Release, substitution or sale of property securing repayment of the 1993 or 1997A Bonds

• Damage to the Toll Road or the toll collection system that, in the determination of the Agency, could result in a material reduction in Net Revenues

Signature
The information set forth herein has been furnished by the Agency and is believed to be accurate and reliable, but is not guaranteed as to accuracy and completeness. Statements contained in this Disclosure Report which involve estimates, forecasts, or other matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. Further, expressions of opinion contained herein are subject to change without notice and the delivery of this Disclosure Report will not, under any circumstances, create any implication that there has been no change in the affairs of the Agency.

San Joaquin Hills Transportation Corridor Agency

By:

Mary Lou Woods
Director of Finance

January 15, 2002