NEW ISSUE -- FULL BOOK-ENTRY Standard & Poor’s: “AA-” See “RATING” herein. In the opinion of Bowie, Arneson, Wiles & Giannone, Newport Beach, California, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Refunding Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended. In the further opinion of Bond Counsel interest on the Refunding Bonds is not an item of tax preference for purposes of the federal alternative minimum taxes imposed on individuals and corporations; although Bond Counsel observes that such interest is included as an adjustment in the calculation of federal corporate alternative minimum taxable income and may therefore affect a corporation’s alternative minimum tax liabilities. In the further opinion of Bond Counsel, interest on the Refunding Bonds is exempt from State of California personal income taxation. Bond Counsel expresses no other opinion regarding or concerning any other tax consequences related to the ownership or disposition of the accrual or receipt of interest on the Refunding Bonds. See “TAX MATTERS” herein. $75,105,000 PALM SPRINGS UNIFIED SCHOOL DISTRICT (Riverside County, California) 2011 General Obligation Refunding Bonds Dated: Date of Delivery Due: August 1, as shown on inside cover Issuance. The above-captioned 2011 General Obligation Refunding Bonds (the “Refunding Bonds” or the “Bonds”) are being issued by the Palm Springs Unified School District (the “District”) pursuant to a resolution of the Board of Education of the District adopted on April 26, 2011 (the “District Resolution”) and certain provisions of the Government Code of the State of California for the purpose of refunding certain maturities of the District’s outstanding general obligation bonds, as described herein. See “PLAN OF FINANCE.” Security. The Refunding Bonds are payable solely from ad valorem taxes. The Board of Supervisors of Riverside County has the power and is obligated to annually levy ad valorem taxes upon all property 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 other outstanding general obligation bonds that are similarly payable from ad valorem taxes levied on taxable parcels in the District, which are payable on a parity basis with the Refunding Bonds. See “THE REFUNDING BONDS – Security for the Refunding Bonds.” Redemption. The Refunding Bonds are subject to optional redemption prior to maturity as described herein. See “THE REFUNDING BONDS - Optional 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 - Book-Entry Only System.” Payments. Interest with respect to the Refunding Bonds accrues from the date of delivery and is payable semiannually on February 1 and August 1 of each year, commencing August 1, 2011, by check mailed to the person in whose name the Refunding Bond is registered. Payments of principal and interest on the Refunding Bonds will be paid by U.S. Bank National Association, Los Angeles, California, as 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 – Description of the Refunding Bonds.” MATURITY SCHEDULE (See inside front cover) Cover Page. This cover page contains information for quick reference only. It is not a summary of all the provisions of the Refunding Bonds. 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 Bowie, Arneson, Wiles & Giannone, Newport Beach, California, as 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. Certain legal matters will be passed upon for the Underwriter by its counsel, Sidley Austin LLP, San Francisco, California. It is anticipated that the Refunding Bonds in definitive form will be available for delivery to Cede & Co., as nominee of The Depository Trust Company, on or about June 8, 2011. Citi The date of this Official Statement is May 25, 2011 $75,105,000 PALM SPRINGS UNIFIED SCHOOL DISTRICT (Riverside County, California) 2011 General Obligation Refunding Bonds MATURITY SCHEDULE Base CUSIP(†): 696667 Maturity Date Principal Interest Price or (August 1) Amount Rate Yield CUSIP† 2011 $1,975,000 1.00% 0.300% T79 2012 2,305,000 0.40 100 R22 2012 1,850,000 1.00 0.400 T87 2013 4,445,000 0.60 100 R30 2014 4,505,000 1.00 100 R48 2015 1,950,000 2.00 1.440 R55 2015 2,605,000 4.00 1.440 T95 2016 2,820,000 3.00 1.650 R63 2016 1,910,000 4.00 1.650 U28 2017 2,175,000 3.00 2.050 R71 2017 2,760,000 4.00 2.050 U36 2018 5,170,000 5.00 2.400 R89 2019 4,915,000 5.00 2.690 R97 2020 4,405,000 5.00 2.990 S21 2021 3,110,000 4.00 3.190 S39 2022 2,150,000 5.00 3.440 C S47 2023 2,270,000 5.00 3.640 C S54 2024 2,395,000 5.00 3.840 C S62 2025 2,515,000 5.00 4.040 C S70 2026 2,640,000 5.00 4.210 C S88 2027 2,780,000 5.00 4.310 C S96 2028 2,925,000 5.00 4.400 C T20 2029 3,060,000 5.00 4.490 C T38 2030 3,215,000 5.00 4.580 C T46 2031 2,705,000 5.00 4.670 C T53 2032 1,550,000 5.00 4.750 C T61 C: Yield to first par call on August 1, 2021. † CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of The American Bankers Association. These data are not intended to create a database and do not serve in any way as a substitute for the CUSIP services. Neither the District nor the Underwriter is responsible for the selection or correctness of the CUSIP numbers set forth above. GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. 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. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of the Refunding Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Information in Official Statement. The information set forth in this Official Statement has been furnished by the District and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. Involvement of Underwriter. The Underwriter has provided the following statement for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Document Summaries. All summaries of the Bond Resolution or other documents referred to in this Official Statement are made subject to the provisions of such documents and qualified in their entirety to reference to such documents, and do not purport to be complete statements of any or all of such provisions. No Securities Laws Registration. The Refunding Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon exceptions therein for the issuance and sale of municipal securities. The Refunding Bonds have not been registered or qualified under the securities laws of any state. Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Refunding Bonds will, under any circumstances, give rise to any implication that there has been no change in the affairs of the District, the County, the other parties described in this Official Statement, or the condition of the property within the District since the date of this Official Statement. District Website. The District maintains a website.