NEW ISSUE —BOOK ENTRY ONLY Rating: S&P: AA+ See Ratings In the opinion of Roetzel & Andress, A Legal Professional Association, Bond Counsel, under existing law and assuming continuing compliance with certain covenants and the accuracy of certain representations (1) interest on the Series 2012 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code of 1986, as amended (the “Code”), and (2) interest on, and any profit made on the sale, exchange, or other disposition of, the Series 2012 Bonds are exempt from the Ohio personal income tax, the net income base of the Ohio corporate franchise tax, the Ohio commercial activity tax, and municipal, school district, and joint economic development district income taxes in Ohio. Interest on the Series 2012 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of tax aspects, see Tax Matters. OFFICIAL STATEMENT CITY OF AKRON, OHIO COMMUNITY LEARNING CENTERS INCOME TAX REVENUE REFUNDING BONDS $155,360,000 $7,025,000 Series 2012A Series 2012B Dated: Date of Issuance Due: December 1, as shown below The Series 2012 Bonds. The Series 2012 (the “Series 2012 Bonds”) are special obligations of the City of Akron, Ohio (the “City”), issued (i) to refund all or a portion of the Series 2004 Bonds (as defined herein) previously issued by the City to pay the costs of improving Community Learning Centers, and (ii) to pay the issuance costs of the Series 2012 Bonds, all as described under The Series 2012 Bonds - Authorization and Purpose. Principal, interest, and any premium, unless paid from other sources, are to be paid from the CLC Revenues and Income Tax revenues of the City as described in this Official Statement. See Security and Sources of Payment and Municipal Income Tax. The Series 2012 Bonds are special obligations of the City and do not represent or constitute a general obligation debt or pledge of the full faith and credit of the City, the Akron City School District (the “School District”), the State of Ohio (the “State”), or any other political subdivision of the State. The Series 2012 Bonds are payable solely from the CLC Revenues and the Income Tax revenues of the City. The holders of the Series 2012 Bonds do not have the right to have excises or taxes, other than the Income Tax, levied by the City, the School District, the State, or any other political subdivision of the State for the payment of principal and interest on the Series 2012 Bonds. The Series 2012 Bonds are issued under and secured by the provisions of a Trust Agreement dated as of January 1, 2004 (the “Original Trust Agreement”), as supplemented by the First Supplemental Trust Agreement dated as of July 1, 2010 (the “First Supplemental Trust Agreement”) and the Second Supplemental Trust Agreement dated as of June 1, 2012 (the “Second Supplemental Trust Agreement,” and together with the Original Trust Agreement and the First Supplemental Trust Agreement, collectively the “Trust Agreement”), each between the City and The Bank of New York Mellon Trust Company, N.A., Cleveland, Ohio, as Trustee (the “Trustee”) pledging the Income Tax revenues of the City and creating a security interest in the Pledged Income Tax Revenues as security for the Series 2012 Bonds as provided in the Trust Agreement. The Series 2012 Bonds are issued on parity, as to the pledge of the Income Tax revenues and the security interest in the Pledged Income Tax Revenues, with the Series 2004 Bonds, the Series 2010 Bonds (as defined herein) and any additional bonds that may be issued under the Trust Agreement. See Security and Sources of Payment. Book Entry Only. The Series 2012 Bonds will be initially issued only as fully registered Series 2012 Bonds, issuable under a book-entry system, registered initially in the name of The Depository Trust Company, New York, New York, or its nominee (“DTC”). There will be no distribution of Series 2012 Bonds to the ultimate purchasers. The Series 2012 Bonds in certificated form will not be transferable or exchangeable, except for the transfer to another nominee of DTC or as otherwise described in this Official Statement. Payment. Principal will be payable at maturity in lawful money of the United States of America, upon presentation and surrender at the designated corporate trust office of the Trustee. The Series 2012 Bonds will bear interest (computed on the basis of a 360-day year consisting of twelve, 30-day months), at the annual rates shown on the inside front cover, and interest will be payable on each June 1 and December 1, commencing December 1, 2012, to the registered owner (DTC) as of the 15th day of the calendar month preceding that interest payment date. See Book-Entry System in Appendix B. Redemption. The Series 2012A Bonds are subject to redemption as described in this Official Statement. The Series 2012B Bonds are not subject to redemption prior to maturity. See Summary of Certain Terms of the Series 2012 Bonds - Redemption Provisions. The Series 2012 Bonds are offered when, as and if issued by the City and accepted by Robert W. Baird & Co. Incorporated and Stifel, Nicolaus & Company, Incorporated (collectively, the “Underwriters”) subject to the opinion on certain legal matters relating to their issuance by Roetzel & Andress, A Legal Professional Association, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by Peck, Shaffer & Williams LLP. The Series 2012 Bonds are expected to be available for delivery to DTC or its agent on June 27, 2012. BAIRD This Official Statement has been prepared by the City in connection with its original offering for sale of the Series 2012 Bonds. This cover page includes certain information for quick reference only. It is not a basis for making informed investment decisions. The date of this Official Statement is June 14, 2012, and the information speaks only as of that date. PRINCIPAL MATURITY SCHEDULE $155,360,000 Community Learning Centers Income Tax Revenue Refunding Bonds, Series 2012A Due December 1 Principal Interest Principal Interest Year CUSIP† Amount Rate Price Year CUSIP† Amount Rate Price 2015 010056DK2 $ 4,600,000 4.000% 110.083 2024 010056DU0 $ 7,840,000 5.000% 116.872* 2016 010056DL0 5,635,000 4.000 112.268 2025 010056DV8 8,230,000 5.000 115.757* 2017 010056DM8 5,790,000 5.000 118.521 2026 010056DW6 8,740,000 5.000 114.928* 2018 010056DN6 6,015,000 5.000 119.810 2027 010056DX4 9,070,000 5.000 113.925* 2019 010056DP1 6,265,000 5.000 120.380 2028 010056DY2 9,520,000 5.000 113.113* 2020 010056DQ9 850,000 4.000 112.710 2029 010056DZ9 10,060,000 5.000 112.485* 2020 010056EF2 5,680,000 5.000 120.321 2030 010056EA3 10,570,000 5.000 112.129* 2021 010056DR7 650,000 3.500 107.741 2031 010056EB1 11,110,000 5.000 111.685* 2021 010056EE5 6,175,000 5.000 120.228 2032 010056EC9 11,680,000 5.000 111.155* 2022 010056DS5 7,135,000 5.000 119.525* 2033 010056ED7 12,270,000 5.000 110.804* 2023 010056DT3 7,475,000 5.000 118.285* * Priced to call date of June 1, 2022 $7,025,000 Community Learning Centers Income Tax Revenue Refunding Bonds, Series 2012B Due December 1 Principal Interest Principal Interest Year CUSIP† Amount Rate Price Year CUSIP† Amount Rate Price 2014 010056EG0 $ 6,100,000 3.000% 105.155 2015 010056EH8 $ 925,000 4.000% 110.083 †Copyright© 2012, American Bankers Association. CUSIP data in this Official Statement are approved by Standard & Poor’s CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of the Holders of the Series 2012 Bonds only at the time of issuance of the Series 2012 Bonds, and the City does not make any representation with respect to those numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP Number for a specific maturity may be changed after the issuance of the Series 2012 Bonds as a result of procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2012 Bonds. REGARDING THIS OFFICIAL STATEMENT This Official Statement does not constitute an offering of any security other than the original offering of the Series 2012 Bonds identified on the cover and the inside cover. No person, other than the Mayor and the Director of Finance, has been authorized by the City to give any information or to make any representation other than as contained in this Official Statement. Any other information or representation should not be relied upon as having been given or authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Series 2012 Bonds by any person in any jurisdiction in which it is unlawful to make the offer, solicitation, or sale. The information and expressions of opinion in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale made under it shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since its date.