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LOS ANGELES UNIFIED SCHOOL DISTRICT Bofa Merrill Lynch

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LOS ANGELES UNIFIED SCHOOL DISTRICT Bofa Merrill Lynch Ratings: Fitch: "AAA" (Tax-Exempt Bonds) "Fl+" (Taxable Bonds) Moody's: "Aa2" See "l\lTISCELLANEOUS - Ratings" herein. In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the District, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, arrwng other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Tax-Exempt Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Tax-Exempt Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion that interest on the 2018 Bonds is exempt from State of California personal income taxes. Bond Counsel further observes that interest on the Taxable Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the arrwunt, accrual or receipt of interest on, the 2018 Bonds. See "TAX MATTERS." LOS ANGELES UNIFIED SCHOOL DISTRICT (County of Los Angeles, California) $130,000,000 $1,220,000,000 General Obligation Bonds, General Obligation Bonds, Election of 2005, Series M (2018) Election of 2008, Series B (2018) (Dedicated Unlimited Ad Valorem (Dedicated Unlimited Ad Valorem Property Tax Bonds) Property Tax Bonds) consisting of consisting of $117,005,000 $12,995,000 $1,085,440,000 $134,560,000 Series M-1 (2018) Series M-2 (2018) Series B-1 (2018) Series B-2 (2018) (Tax-Exempt) (Federally Taxable) (Tax-Exempt) (Federally Taxable) Dated: Date of Delivery Due: As shown on inside cover The Los Angeles Unified School District (County of Los Angeles, California) General Obligation Bonds, Election of 2005, Series M (2018) (Dedicated Unlimited Ad Valorem Property Tax Bonds) (the "Series M Bonds"), consisting of the Series M-1 (2018)(Tax-Exempt) Bonds (the "Tax-Exempt Series M-1 Bonds") and the Series M-2 (2018)(Federally Taxable) Bonds (the "Taxable Series M-2 Bonds"), and General Obligation Bonds, Election of 2008, Series B (2018) (Dedicated Unlimited Ad Valorem Property Tax Bonds) (the "Series B Bonds" and, together with the Series M Bonds, the "2018 Bonds"), consisting of the Series B-1 (2018)(Tax-Exempt) Bonds (the "Tax-Exempt Series B-1 Bonds" and, together with the Tax-Exempt Series M-1 Bonds, the "Tax-Exempt Bonds") and the Series B-2 (2018)(Federally Taxable) Bonds (the "Taxable Series B-2 Bonds" and, together with the Taxable Series M-2 Bonds, the "Taxable Bonds") are being issued by the Connty of Los Angeles, California (the "Connty'') on behalf of the Los Angeles Unified School District (the "District'') to finance school facilities projects, as more fully described herein, ftmd a deposit to the related interest and sinking funds of the District ( each an "Interest and Sinking Fund''), and pay the costs of issuance of the 2018 Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "PLAN OF F1NANCE" herein. The 2018 Bonds are general obligation bonds of the District secured by and payable from ad valorem property taxes to be levied within the District pursuantto the California Constitution and other laws of the State of California (the "State''). The Board of Supervisors of the Connty is empowered and is obligated to levy ad valorem taxes upon all property subject to taxation by the District, without limitation as to rate or amount (except as to certain personal property which is taxable at limited rates), for the payment of principal of and interest on the 2018 Bonds, all as more fully described herein. See "SECURITY AND SOURCE OF PAYMENT FOR THE 2018 BONDS" herein. Principal of the Tax-Exempt Bonds is payable on July 1 in each of the years and in the amonnts set forth on the inside front cover hereof. Interest on the Tax-Exempt Bonds is payable on each January 1 and July 1 to maturity, commencing July 1, 2018. Principal of and interest on the Taxable Bonds are payable on May 1, 2018. The 2018 Bonds will be issued in book-entry form only, in denominations of $5,000 principal amount, or integral multiples thereof, and will be initially issued and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). DTC will act as securities depository for the 2018 Bonds. Owners will not receive certificates representing their interests in the 2018 Bonds. Payments of principal of, premium, if any, and interest on the 2018 Bonds will be made by U.S. Bank National Association, as agent to the Treasurer and Tax Collector of the County, as the initial paying agent, to DTC, which is obligated to remit such payments to its DTC Participants for subsequent disbursement to the beneficial owners of the 2018 Bonds. See Appendix C - "BOOK-ENTRY ONLY SYSTEM" attached hereto. The Taxable Bonds are not subject to redemption prior to their respective maturity date. The Tax-Exempt Bonds are subject to redemption prior to their respective stated maturity dates as described herein. See "THE 2018 BONDS - Redemption" herein. TIDS COVER PAGE CONTAINS CERTAIN INFORMATION FOR GENERAL REFERENCE ONLY. IT IS NOT INTENDED TO BE A SUMMARY OF THE SECURITY OR TERMS OF TIDS ISSUE. INVESTORS ARE ADVISED TO READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The 2018 Bonds will be offered when, as and if issued by the County and received by the Underwriters, subject to the approval as to their legality by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Bond Counsel to the District, and certain other conditions. Certain legal matters will be passed upon for the District by the General Counsel to the District and by its Disclosure Counsel, Hawkins Delafield & Wood LLP, Los Angeles, California, and for the Underwriters by Nixon Peabody LLP, Los Angeles, California. Public Resources Advisory Group, Los Angeles, California, and Goverrrmerit Financial Strategies inc., Sacramento, California, are serving as Municipal Advisors to the District in connection with the issuance of the 2018 Bonds. The 2018 Bonds, in book-entry form, will be available for delivery through the facilities of DTC on or about March 8, 2018. BofA Merrill Lynch Goldman Sachs & Co. LLC Citigroup Drexel Hamilton, LLC Rice Financial Products Company RBC Capital Markets Stifel Dated: February 21, 2018 MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES, INITIAL PUBLIC OFFERING YIELDS, PRICES AND CUSIP NUMBERS $130,000,000 General Obligation Bonds, Election of 2005, Series M (2018) (Dedicated Unlimited Ad Valorem Property Tax Bonds) consisting of $117,005,000 $12,995,000 Series M-1 (2018)(Tax-Exempt) Series M-2 (2018)(Federally Taxable) Base CUSIPt Nnmber: 544646 Principal Interest Initial Public CUSIPI Maturity Amount Rate Offering Yield Price Suffix Taxable Series M-2 Bonds May 1, 2018 $12,995,000 1850% 1850% 100 000% 8Bl Tax-Exempt Series M-1 Bonds July 1, 2019 $2,840,000 2000% 1.340% 100.855% 6Y3 July 1, 2020 2,900,000 5.000 1.490 107.952 6Z0 July 1, 2021 3,045,000 5.000 1.650 110.757 7A4 July 1, 2022 3,195,000 3.000 1810 104.915 7B2 July 1, 2023 3,290,000 3.000 1.960 105.222 7C0 July 1, 2024 580,000 3.000 2060 105.536 7D8 July 1, 2024 2,810,000 5.000 2060 117.319 7E6 July 1, 2025 550,000 3.000 2.200 105.375 7F3 July 1, 2025 2,995,000 5.000 2.200 118.817 7Gl July 1, 2026 1,225,000 3.000 2.350 104.880 7H9 July 1, 2026 2,490,000 5.000 2.350 119.904 7J5 July 1, 2027 3,875,000 5.000 2.480 120.839 7K2 July 1, 2028 1,650,000 3.000 2.580 103.618c 7L0 July 1, 2028 2,420,000 5.000 2.580 120.859c 7M8 July 1, 2029 4,240,000 5.000 2.670 119.995c 7N6 July 1, 2030 4,450,000 5.000 2.750 119.233c 7Pl July 1, 2031 4,675,000 5.000 2.850 118.289c 7Q9 July 1, 2032 4,905,000 5.000 2.920 117.633c 7R7 July 1, 2033 5,155,000 5.000 2.970 117.167c 7S5 July 1, 2034 5,410,000 5.000 3 010 116.796c 7T3 July 1, 2035 5,680,000 5.000 3.040 116.519c 7U0 July 1, 2036 5,965,000 5.000 3.070 116.242c 7V8 July 1, 2037 6,265,000 5.000 3.100 115.966c 7W6 July 1, 2038 770,000 3.375 3.500 98.190 7X4 July 1, 2038 5,805,000 5.000 3.120 115.783c 7Y2 July 1, 2042 2,685,000 3.500 3.590 98.544 8A3 $27,135,000 5.250% Term Bonds due July 1, 2042; Yield 3.150% - Price: l l 7.605%c CUSJPI 7Z9 t CU SIP® is a registered trademark of the American Bankers Association. CU SIP Global Services (CGS) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright© 2018 CUSIP Global Services. All rights reserved. CU SIP® data herein is provided by CU SIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. Neither the District or the Underwriters or their respective agents or cmmsel assume responsibility for the accuracy of such numbers.
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