® NEW ISSUE - BOOK ENTRY RATINGS: See “RATINGS” herein Subject to compliance by the Board with certain covenants, in the opinion of Mayer Brown LLP, Chicago, Illinois, Bond Counsel, under present law, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Interest on the Bonds is not exempt from present State of Illinois income taxes. See “TAX EXEMPTION” herein for a more complete discussion. $109,825,000 BOARD OF EDUCATION OF THE CITY OF CHICAGO Unlimited Tax General Obligation Refunding Bonds (Dedicated Revenues), Series 2012B Dated: Date of Issuance Due: December 1, as set forth on the inside cover The Unlimited Tax General Obligation Refunding Bonds (Dedicated Revenues), Series 2012B (the “Bonds”), will be issued by the Board of Education of the City of Chicago (the “Board”) as fully registered bonds and will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds purchased. Principal of and interest on the Bonds will be paid by The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee, registrar and paying agent for the Bonds, to DTC, which in turn will remit such principal and interest payments to its participants for subsequent disbursal to the beneficial owners of the Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payments on the Bonds will be made to such registered owner, and disbursement of such payments to beneficial owners will be the responsibility of DTC and its participants. See “THE BONDS – Book-Entry-Only System” herein. The proceeds of the Bonds will be used to (i) refund the principal of and/or interest on all or a portion of certain maturities of certain outstanding bonds of the Board, (ii) pay interest due on certain of the Bonds to and including December 1, 2015 and (iii) pay the costs of issuance of the Bonds (including the Underwriters’ discount). See “PLAN OF FINANCE – Estimated Sources and Uses of Funds.” Proceeds of the bonds being refunded were used, when originally issued, to finance the continued implementation of the Board’s Capital Improvement Program. See “BOARD OF EDUCATION OF THE CITY OF CHICAGO – Capital Improvement Program.” The Bonds will be a general obligation of the Board to the payment of which the Board will pledge its full faith and credit. The Bonds will be payable from Pledged State Aid Revenues and Pledged Taxes, all as described herein. To the extent that the Pledged State Aid Revenues, together with funds on deposit and available for transfer from the Capitalized Interest Sub-Account pursuant to the Indenture, are insufficient to pay the debt service on the Bonds, the Bonds will be payable from ad valorem taxes levied by the Board, without limitation as to rate or amount, against all of the taxable property in the school district governed by the Board, the boundaries of which are coterminous with the boundaries of the City of Chicago. The Bonds are also payable from all Funds, Accounts and Sub-Accounts (each as defined in APPENDIX C hereto) established pursuant to the Indenture as security for the Bonds. See “SECURITY FOR THE BONDS.” Interest on the Bonds will be payable on each June 1 and December 1, commencing June 1, 2013. The maturity, principal amount, interest rate, price or yield, and CUSIP number of the Bonds are set forth on the inside front cover. The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein. See “THE BONDS – Redemption.” The Bonds are being offered when, as and if issued and received by the Underwriters, subject to the delivery of the approving legal opinion of Mayer Brown LLP, Chicago, Illinois, Bond Counsel. Certain legal matters will be passed upon for the Board by its General Counsel, James L. Bebley, and by its special counsel, Greene and Letts, Chicago, Illinois, and for the Underwriters by their counsel, Charity and Associates, P.C., Chicago, Illinois. Delivery of the Bonds is expected to be made through the facilities of DTC in New York, New York, on or about December 21, 2012. Citigroup William Blair & Company Drexel Hamilton, LLC Estrada Hinojosa & Company, Inc. M.R. Beal & Company North South Capital LLC The Williams Capital Group, L.P. Dated: December 13, 2012 $109,825,000 BOARD OF EDUCATION OF THE CITY OF CHICAGO Unlimited Tax General Obligation Refunding Bonds (Dedicated Revenues), Series 2012B MATURITIES, AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIPS† Maturity December 1 Amount Interest Rate Yield Price CUSIP† 2033 $33,330,000 5.000% 3.570% 111.880%c 167505PT7 2034 21,245,000 5.000 3.630 111.348c 167505PU4 $55,250,000 4.000% Term Bond Due December 1, 2035 - Yield 3.800% Price 101.641%c CUSIP† 167505PS9 c Price shown to a Call Date of 12/01/2022. † Copyright 2012, American Bankers Association. CUSIP data used herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw Hill Companies, Inc. The CUSIP numbers listed are being provided solely for the convenience of the Owners only at the time of issuance of the Bonds and neither the Board nor the Underwriters make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions, including, but not limited to, a refunding in whole or in part of such maturity or as a result of the 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 Bonds. REGARDING USE OF THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the Board or the Underwriters to give any information or to make any representation with respect to the Bonds, 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 any of the foregoing. This Official Statement is neither an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of the Bonds offered hereby, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion set forth herein have been furnished by the Board and include information from other sources that the Board believes to be reliable. Such information is not guaranteed as to accuracy, fairness or completeness, and is not to be construed as a representation by the Underwriters. Such information and expressions of opinion are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change since the date hereof. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the registered or beneficial owners of the Bonds. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy, fairness or completeness of such information. This Official Statement should be considered in its entirety. All references herein to laws, agreements and documents are qualified in their entirety by reference to the definitive forms thereof, and all references to the Bonds are further qualified by reference to the information with respect thereto contained in the Indenture for the Bonds. Copies of the Indenture are available for inspection at the offices of the Board and the Trustee. The information contained herein is provided as of the date hereof and is subject to change. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. This Official Statement contains disclosures which contain “forward-looking statements.” Forward- looking statements include all statements that do not relate solely to historical or current fact, and can be identified by use of words like “may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” or “continue.” These forward-looking statements are based on the current plans and expectations of the Board and are subject to a number of known and unknown uncertainties and risks, many of which are beyond its control, that could significantly affect current plans and expectations and the Board’s future financial position including but not limited to changes in general economic conditions, demographic trends and federal and State funding of programs which may affect the transfer of funds from the federal and State governments to the Board. As a consequence, current plans, anticipated actions and future financial positions may differ from those expressed in any forward-looking statements made by the Board herein.