LOS ANGELES COMMUNITY COLLEGE DISTRICT (Los Angeles County, California) $300,000, ELECTION GENERAL OBLIGATION BONDS, SERIES G (Tax-Exempt)

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1 NEW ISSUES BOOK-ENTRY ONLY Ratings: Moody s: Aa1 S&P: AA+ See Ratings herein. In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California ( Bond Counsel ), under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Tax-Exempt Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the opinion of Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Federally Taxable Bonds is not 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 (and original issue discount) on the Bonds is exempt from State of California personal income tax. See TAX MATTERS with respect to tax consequences relating to the Bonds. LOS ANGELES COMMUNITY COLLEGE DISTRICT (Los Angeles County, California) $300,000, ELECTION GENERAL OBLIGATION BONDS, SERIES G (Tax-Exempt) $50,000, ELECTION GENERAL OBLIGATION BONDS, SERIES H (Federally Taxable) $1,495,575, GENERAL OBLIGATION REFUNDING BONDS, SERIES A (Tax-Exempt) $47,075, GENERAL OBLIGATION REFUNDING BONDS, SERIES B (Federally Taxable) Dated: Date of Delivery Due: August 1, as shown on inside cover. The Los Angeles Community College District (the District ) is issuing its $300,000, Election General Obligation Bonds, Series G (Tax-Exempt) (the Tax-Exempt Series G Bonds ), $50,000, Election General Obligation Bonds, Series H (Federally Taxable) (the Taxable Series H Bonds and, together with the Tax-Exempt Series G Bonds, the New Money Bonds ), $1,495,575, General Obligation Refunding Bonds, Series A (Tax-Exempt) (the Tax-Exempt Refunding Bonds ) and $47,075, General Obligation Refunding Bonds, Series B (Federally Taxable) (the Taxable Refunding Bonds and, together with the Tax-Exempt Refunding Bonds, the Refunding Bonds ). The New Money Bonds and the Refunding Bonds are collectively referred to herein as the Bonds. The New Money Bonds were authorized at an election conducted within the District and represent the seventh and eighth series of general obligation bonds issued under the Measure J (2008) Authorization (defined herein), respectively. See Introduction Authority and Purpose of Issuance of the Bonds herein. The New Money Bonds are being issued in order to finance the Measure J (2008) Projects (defined herein). See Plan of Finance and Refunding herein. The Refunding Bonds are being issued to refund a portion of the District s outstanding Prior Bonds (defined herein). See Plan of Finance and Refunding herein. A portion of the proceeds of the Bonds will be used to pay costs of issuance incurred in connection with the issuance of the Bonds. The Bonds will be issued in denominations of $5,000 principal amount or integral multiples thereof, and are payable as to principal amount or redemption price at the office of The Bank of New York Mellon Trust Company, N.A., as agent for the Treasurer and Tax Collector of the Los Angeles County, as paying agent for the Bonds (the Paying Agent ). Interest on the Bonds is payable on February 1 and August 1 of each year, commencing on August 1, See The Bonds General Provisions herein. The Bonds are issued in fully registered form and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ). DTC will act as securities depository for the Bonds as described herein at Appendix E Book-Entry Only System. The Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity. See The Bonds Redemption herein. The Bonds are general obligation bonds approved by voters within the District and are payable solely from a continuing direct ad valorem property tax levied annually during the period the Bonds are Outstanding in an amount sufficient to pay the principal of and interest on the Bonds when due, which moneys when collected will be deposited in the respective Debt Service Fund for each Series of the Bonds held by the County. The Board of Supervisors of the County has the power and is obligated under State law to annually 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 the principal of and interest on the duly authorized general obligation bonds of the District, including the Bonds. This cover page is not intended to be a summary of the Bonds or the security thereof. Investors are advised to read the Official Statement in its entirety to obtain information essential to the making of an informed investment decision. The Bonds will be offered when, as and if issued by the District and received by the Underwriters, subject to the approval of legality by Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California, Bond Counsel to the District. Certain legal matters will also be passed upon for the District by its Co-Disclosure Counsel, Hawkins Delafield & Wood LLP, Los Angeles, California, and Luna & Glushon, Los Angeles, California, and for the Underwriters by their counsel, Nixon Peabody LLP. KNN Public Finance, a Division of Zions First National Bank, is serving as Financial Advisor to the District in connection with the issuance of the Bonds. The Bonds in book-entry form will be available for delivery through the facilities of DTC on or about January 8, Morgan Stanley Ramirez & Co., Inc. (Senior Manager: Tax-Exempt Bonds) (Sole Manager: Federally Taxable Bonds) Siebert Brandford Shank & Co., L.L.C. (Co-Senior Manager: Tax-Exempt Bonds) Backstrom McCarley Berry & Co., LLC BofA Merrill Lynch Goldman, Sachs & Co. J.P. Morgan Ramirez & Co., Inc. RBC Capital Markets Dated: December 10, 2014 Citigroup Piper Jaffray & Co. Stifel Nicolaus & Co.

2 MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS Maturity Date (August 1) $300,000,000 LOS ANGELES COMMUNITY COLLEGE DISTRICT (Los Angeles County, California) 2008 ELECTION GENERAL OBLIGATION BONDS, SERIES G (Tax-Exempt) Principal Amount Base CUSIP Number: 54438C Interest Rate Yield Price CUSIP Suffix 2015 $70,000, % 0.06% % SC ,840, SD ,955, SE ,190, SF ,945, SM ,735, SG ,610, SN ,805, RL ,820, SJ ,905, RM ,540, RN ,640, SK , RP ,180, SL ,880, RQ ,195, (c) RR ,605, (c) RS ,035, (c) RT ,485, (c) RU ,960, (c) RV ,360, (c) RW ,770, (c) RX ,205, (c) RY ,650, (c) RZ ,115, (c) SA1 $1,040, % Term Bonds due August 1, 2039 Priced to Yield: 3.546% CUSIP: 54438C SB9 $67,205, % Term Bonds due August 1, 2039 Priced to Yield: 3.420% (c) CUSIP: 54438C SH6 (c) Priced to call at par on August 1, 2024 Maturity Date (August 1) $50,000,000 LOS ANGELES COMMUNITY COLLEGE DISTRICT (Los Angeles County, California) 2008 ELECTION GENERAL OBLIGATION BONDS, SERIES H (Federally Taxable) Base CUSIP Number: 54438C Principal Amount Interest Rate Yield Price CUSIP Suffix 2015 $50,000, % 0.297% 100% QZ8

3 (c) Maturity Date (August 1) $1,495,575,000 LOS ANGELES COMMUNITY COLLEGE DISTRICT (Los Angeles County, California) 2015 GENERAL OBLIGATION REFUNDING BONDS, SERIES A (Tax-Exempt) Principal Amount Base CUSIP Number: 54438C Interest Rate Yield Price CUSIP Suffix 2015 $33,490, % 0.10% % SP ,785, SQ ,635, SR ,230, SS ,245, ST ,895, SU ,285, SV ,470, SW ,915, SX ,875, SY ,305, (c) SZ ,870, (c) TA ,045, (c) TB ,245, (c) TC ,600, (c) TD ,630, (c) TE ,350, (c) TF ,190, (c) TG ,515, (c) TH5 Priced to call at par on August 1, 2024 Maturity Date (August 1) $47,075,000 LOS ANGELES COMMUNITY COLLEGE DISTRICT (Los Angeles County, California) 2015 GENERAL OBLIGATION REFUNDING BONDS, SERIES B (Federally Taxable) Base CUSIP Number: 54438C Principal Amount Interest Rate Yield Price CUSIP Suffix 2015 $5,075, % 0.297% % RA ,345, RB ,385, RC ,440, RD ,525, RE ,615, RF ,725, RG ,850, RH ,985, RJ ,130, RK0

4 No dealer, broker, salesperson or other person has been authorized by the District to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the District. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers or owners of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or 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. 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 or completeness of such information. The information set forth in this Official Statement has been obtained from the District, and other sources which are believed by the District to be reliable. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will under any circumstances create any implication that there has been no change in the affairs of the District since the date hereof. All summaries of the Bonds and the District Resolutions (each as defined herein) and other documents summarized herein, are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE INITIAL PUBLIC OFFERING PRICE STATED AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS. The District maintains a website at However, the information presented there is not part of this Official Statement, is not incorporated by reference herein and should not be relied upon in making an investment decision with respect to the Bonds. CUSIP is a registered trademark of American Bankers Association ( ABA ). CUSIP data herein are provided by CUSIP Global Services, operated on behalf of the ABA by S&P Capital IQ, a division of McGraw-Hill Financial, Inc. CUSIP data herein are set forth for convenience of reference only. The District and the Financial Advisor assume no responsibility for the selection or uses of the CUSIP data or for the accuracy or correctness of such data. The CUSIP number for a specific maturity of the Bonds is subject to being changed after the delivery of the Bonds as a result of various subsequent actions.

5 LOS ANGELES COMMUNITY COLLEGE DISTRICT Los Angeles County, California Member BOARD OF TRUSTEES Term Ending Scott J. Svonkin, President June 2015 Steve Veres, Vice President June 2015 Mike Eng June 2017 Mona Field June 2015 Ernest H. Moreno June 2017 Nancy Pearlman June 2017 Miguel Santiago June 2015 LaMont G. Jackson, Student Trustee May 2015 DISTRICT ADMINISTRATORS Francisco C. Rodriguez, Ph.D., Chancellor Dr. Adriana D. Barrera, Deputy Chancellor Jeanette L. Gordon, Chief Financial Officer/Treasurer James D. O Reilly, Chief Facilities Executive Camille A. Goulet, General Counsel BOND COUNSEL Stradling Yocca Carlson & Rauth, a Professional Corporation San Francisco, California CO-DISCLOSURE COUNSEL Hawkins Delafield & Wood LLP Los Angeles, California Luna & Glushon Los Angeles, California FINANCIAL ADVISOR KNN Public Finance A Division of Zions First National Bank Oakland, California PAYING AGENT The Bank of New York Mellon Trust Company, N.A. as agent for the Treasurer and Tax Collector of Los Angeles County Dallas, Texas ESCROW AGENT The Bank of New York Mellon Trust Company, N.A. Dallas, Texas VERIFICATION AGENT Causey Demgen & Moore P.C. Denver, Colorado

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7 TABLE OF CONTENTS INTRODUCTION... 1 General... 1 The District... 1 Changes from Preliminary Official Statement... 2 Authority and Purpose of Issuance of the Bonds... 2 The Bonds... 3 Security and Sources of Payment for the Bonds... 3 Continuing Disclosure... 3 Tax Matters... 4 Forward-Looking Statements... 4 Other Information... 4 PLAN OF FINANCE AND REFUNDING... 5 Measure J (2008) Authorization... 5 The Refunding Bonds... 5 ESTIMATED SOURCES AND USES OF FUNDS... 8 THE BONDS... 8 General Provisions... 8 Redemption... 9 Defeasance SECURITY AND SOURCES OF PAYMENT FOR THE BONDS General Description Debt Service TAX MATTERS Tax-Exempt Bonds Federally Taxable Bonds LIMITATION ON REMEDIES AMOUNTS HELD IN THE COUNTY TREASURY POOL CERTAIN LEGAL MATTERS CONTINUING DISCLOSURE FINANCIAL STATEMENTS LITIGATION RATINGS FINANCIAL ADVISOR VERIFICATION UNDERWRITING ADDITIONAL INFORMATION Page i

8 TABLE OF CONTENTS (Continued) Page APPENDIX A DISTRICT FINANCIAL INFORMATION AND REGIONAL ECONOMIC AND DEMOGRAPHIC INFORMATION... A-1 APPENDIX B REPORT ON AUDITED BASIC FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, B-1 APPENDIX C FORMS OF OPINIONS OF BOND COUNSEL... C-1 APPENDIX D FORM OF CONTINUING DISCLOSURE AGREEMENT... D-1 APPENDIX E BOOK-ENTRY ONLY SYSTEM... E-1 APPENDIX F THE LOS ANGELES COUNTY TREASURY POOL... F-1 ii

9 $300,000, ELECTION GENERAL OBLIGATION BONDS, SERIES G (Tax-Exempt) $1,495,575, GENERAL OBLIGATION REFUNDING BONDS, SERIES A (Tax-Exempt) OFFICIAL STATEMENT LOS ANGELES COMMUNITY COLLEGE DISTRICT (Los Angeles County, California) INTRODUCTION 1 $50,000, ELECTION GENERAL OBLIGATION BONDS, SERIES H (Federally Taxable) $47,075, GENERAL OBLIGATION REFUNDING BONDS, SERIES B (Federally Taxable) This Introduction is only a brief description of, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page through the appendices hereto, and the documents summarized or described herein. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. A full review should be made of the entire Official Statement. General This Official Statement, which includes the cover page through the appendices hereto, is provided to furnish information in connection with the issuance of general obligation bonds of the Los Angeles Community College District (the District ). The District is issuing its $300,000, Election General Obligation Bonds, Series G (Tax-Exempt) (the Tax-Exempt Series G Bonds ), $50,000, Election General Obligation Bonds, Series H (Federally Taxable) (the Taxable Series H Bonds and, together with the Tax-Exempt Series G Bonds, the New Money Bonds ), $1,495,575, General Obligation Refunding Bonds, Series A (Tax-Exempt) (the Tax-Exempt Refunding Bonds ) and $47,075, General Obligation Refunding Bonds, Series B (Federally Taxable) (the Taxable Refunding Bonds and, together with the Tax-Exempt Refunding Bonds, the Refunding Bonds ). The New Money Bonds and the Refunding Bonds are, collectively, referred to herein as, the Bonds. The Tax-Exempt Series G Bonds and the Tax-Exempt Refunding Bonds are, collectively, referred to herein as the Tax-Exempt Bonds. The Taxable Series H Bonds and the Taxable Refunding Bonds are, collectively, referred to herein as the Federally Taxable Bonds. The Tax-Exempt Series G Bonds and the Taxable Series H Bonds are authorized pursuant to a bond authorization for the issuance of up to $3,500,000,000 in bonds (the Measure J (2008) Authorization ) as described herein and represent the seventh and eighth series of general obligation bonds issued under the Measure J (2008) Authorization, respectively. The Refunding Bonds are being issued to refund a portion of the District s outstanding Prior Bonds (as defined herein). A portion of the proceeds of the Bonds will be used to pay costs of issuance incurred in connection with the issuance of the Bonds. See Plan of Finance and Refunding herein. In addition, the District expects to issue another series of general obligation refunding bonds shortly after the issuance of the Bonds. See Appendix A District Financial Information and Regional Economic and Demographic Information District Financial Information Future Financings attached hereto. The District The Los Angeles Community College District, a community college district of the State of California (the State ), was established on July 1, 1969, succeeding a junior college district which was established in The District is located entirely within the County of Los Angeles (the County ) in

10 the central portion of the Los Angeles basin and encompasses an area covering more than 882 square miles. The District presently serves approximately 200,000 students annually. The District currently operates nine accredited two-year colleges. The District is governed by a seven-member Board of Trustees (the District Board ). Each voting member is elected to a four-year term. In addition, one student is elected annually to serve one-term as a non-voting member of the District Board. The members of the District Board elect a board president (the President ) each year. Scott J. Svonkin is currently serving as the President of the District Board. The management and policies of the District are administered by its Chancellor (the Chancellor ) who is appointed by the District Board and is responsible for the day-to-day affairs of the District. Dr. Francisco C. Rodriguez is currently serving as the Chancellor of the District. Additional information on the District is provided in Appendices A and B hereto. See Appendix A District Financial Information and Regional Economic and Demographic Information and Appendix B Report on Audited Basic Financial Statements for the Fiscal Year ended June 30, 2014 attached hereto. Changes from Preliminary Official Statement This final Official Statement includes, in addition to pricing information relating to the Bonds, certain audited financial information for Fiscal Year and the District s audited financial statements for Fiscal Year instead of the unaudited financial information for Fiscal Year and the District s audited financial statements for Fiscal Year that was included in the Preliminary Official Statement for the Bonds dated December 1, See Appendix A District Financial Information and Regional Economic and Demographic Information District Financial Information Significant Accounting Policies, System of Accounts and Audited Financial Statements Retirement Systems, Other Post-Employment Benefits, Insurance, District General Obligation Bonds, Other Long-Term Obligations attached hereto and Appendix B Report on Audited Basic Financial Statements for the Fiscal Year ended June 30, 2014 attached hereto. Authority and Purpose of Issuance of the Bonds The New Money Bonds. The New Money Bonds will be issued pursuant to provisions of Article 4.5 of Chapter 3, Part 1, Division 2, Title 5 (commencing at Section 53506) of the California Government Code (the Government Code ), the Measure J (2008) Authorization, and a resolution adopted by the District Board on November 5, 2014 (the New Money Resolution ) authorizing the issuance of general obligation bonds, in one or more series, in an aggregate principal amount not-toexceed $350,000,000. The proceeds of the New Money Bonds, after the payment of costs of issuance therefor and certain related expenses, will be used to fund projects (collectively, the Measure J (2008) Projects ) approved in connection with the Measure J (2008) Authorization. The Refunding Bonds. The Refunding Bonds are issued pursuant to Government Code Section et seq. and other applicable laws and pursuant to a resolution adopted by the District Board on November 5, 2014 (the Refunding Resolution ) authorizing the issuance of general obligation refunding bonds in an aggregate principal amount not-to-exceed $1,750,000,000 (the Refunding Resolution and, together with the New Money Resolution, the District Resolutions ). A portion of the proceeds of the Refunding Bonds will be applied to refund a portion of the Prior Bonds on a current or an advance basis. See Plan of Finance and Refunding The Refunding Bonds herein. 2

11 The Bonds The Bonds will be initially 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 ). The Bonds will be issued as current interest bonds. The principal of the Bonds is payable on the maturity dates set forth on the inside cover page of this Official Statement or upon the earlier redemption thereof, as described herein. Interest on the Bonds is payable on February 1 and August 1 of each year (each, a Bond Payment Date ), commencing on August 1, Security and Sources of Payment for the Bonds The Bonds are general obligation bonds approved by voters within the District and are payable solely from a continuing direct ad valorem property tax levied annually during the period the Bonds are Outstanding in an amount sufficient to pay the principal of and interest on the Bonds when due, which moneys when collected will be deposited in the respective Debt Service Fund for each Series of the Bonds held by the County. The Board of Supervisors of the County has the power and is obligated under State law to annually 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 the principal of and interest on the duly authorized general obligation bonds of the District, including the Bonds. The levy may include an allowance for an annual reserve established for the purpose of avoiding fluctuating tax levies. While the County has levied ad valorem property taxes in an amount sufficient to establish such a reserve, the County is not obligated to establish or maintain such a reserve and the District makes no representations that the County will continue to maintain such a reserve in future years. The ad valorem property taxes are deposited in the Series G Debt Service Fund (as defined in the New Money Resolution) for the Tax-Exempt Series G Bonds, the Series H Debt Service Fund (as defined in the New Money Resolution) for the Taxable Series H Bonds, and the Debt Service Fund (as defined in the Refunding Resolution) for the Refunding Bonds held by the County and which moneys, pursuant to Government Code Sections 5450 and 5451, are pledged for the payment of the principal of and interest on the Bonds when and as the same fall due, and for no other purpose. The District does not receive such funds nor are they available to pay any of the District s operating expenses. See Security and Sources of Payment for the Bonds herein. The Tax-Exempt Series G Bonds and the Taxable Series H Bonds represent the seventh and eighth series of general obligation bonds issued under the Measure J (2008) Authorization, respectively. The Measure J (2008) Authorization authorized the issuance of up to $3.500 billion in general obligation bonds, of which $1.875 billion has previously been issued. Prior to the delivery of the New Money Bonds, approximately $1.625 billion remains available for issuance of subsequent series of general obligation bonds pursuant to the Measure J (2008) Authorization. Continuing Disclosure The District has covenanted for the benefit of the holders and beneficial owners of the Bonds to provide certain financial information and operating data relating to the District (the Annual Report ) for each fiscal year by not later than 270 days following the end of the District s fiscal year (currently ending June 30) commencing with the Annual Report for Fiscal Year , and to provide notices of the occurrence of certain enumerated events. The District will provide or cause to be provided the Annual Report and such notices to the Municipal Securities Rulemaking Board (the MSRB ) in the manner prescribed by the Securities and Exchange Commission ( SEC ). These covenants have been made in order to assist the Underwriters in complying with SEC Rule 15c2-12(b)(5) (the Rule ). Reports and notices of event filings are available at the website of the MSRB s Electronic Municipal Market Access 3

12 ( EMMA ) system, emma.msrb.org. The information presented on the MSRB s website is not incorporated by reference in this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds. See Continuing Disclosure herein. The information to be contained in the Annual Report and in a notice of event is set forth in Appendix D Form of Continuing Disclosure Agreement attached hereto. Tax Matters Tax-Exempt Bonds. In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, San Francisco, California, Bond Counsel, based on existing statutes, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Tax-Exempt Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on the Tax-Exempt Bonds is exempt from State of California personal income tax. See Tax Matters Tax-Exempt Bonds. Federally Taxable Bonds. In the opinion of Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Federally Taxable Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the Code ). In the further opinion of Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Federally Taxable Bonds is exempt from State of California personal income tax. See Tax Matters - Federally Taxable Bonds. Forward-Looking Statements When used in this Official Statement or in any continuing disclosure by the District, in any press release by the District or in any oral statement made with the approval of an authorized officer of the District, the words or phrases will likely result, are expected to, will continue, is anticipated, estimate, project, forecast, expect, intend and similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. Other Information This Official Statement contains brief descriptions of, among other things, the District, the District s general obligation bond program, the District Resolutions and certain matters relating to the security for the Bonds. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to documents are qualified in their entirety by reference to such documents. Copies of such documents are available upon request to the Chief Financial Officer/Treasurer at Los Angeles Community College District, 770 Wilshire Boulevard, Los Angeles, California 90017; telephone: (213)

13 Measure J (2008) Authorization PLAN OF FINANCE AND REFUNDING A portion of the proceeds of the New Money Bonds will be applied to fund the costs of various components of the Measure J (2008) Projects in accordance with the ballot measure for the Measure J (2008) Authorization as follows: To prepare students for jobs by improving classrooms, laboratories, equipment; train nurses, police, firefighters, paramedics; increase apprenticeship training opportunities; repair electrical wiring, plumbing, fire alarms; improve earthquake safety, energy efficiency to reduce costs; acquire/improve real property; shall Los Angeles Community College District issue $3.5 billion in bonds at legal interest rates, requiring public review, oversight, audits, no money for administrators salaries and no tax rate increase? The Measure J (2008) Authorization includes a number of specifically identified facilities and other projects that will be funded with the proceeds of the New Money Bonds including, among other things, modernization, renovation, improvement, and new construction projects, energy infrastructure improvements, including sustainable design and construction and upgrades of technology systems. The Refunding Bonds A portion of the proceeds of the Refunding Bonds will be applied to refund all or a portion of the outstanding general obligation bonds set forth below (the Prior Bonds ) on a current or an advance basis. The portion of the Prior Bonds to be refunded with the proceeds of the Refunding Bonds is defined herein as the Refunded Bonds. A portion of the proceeds of the Refunding Bonds will be transferred to The Bank of New York Mellon Trust Company, N.A., the escrow agent (the Escrow Agent ), for deposit in the Los Angeles Community College District 2015 General Obligation Refunding Bonds, Series A (Tax- Exempt) Escrow Fund (the Tax-Exempt Refunding Escrow Fund ) and the Los Angeles Community College District 2015 General Obligation Refunding Bonds, Series B (Federally Taxable) Escrow Fund (the Federally Taxable Refunding Escrow Fund and, together with the Tax-Exempt Refunding Escrow Fund, the Escrow Funds ) established under the Escrow Agreement, by and between the District and the Escrow Agent. The proceeds of the Refunding Bonds deposited in the Escrow Funds will be held in the Escrow Funds and invested in certain defeasance securities, pursuant to the respective authorizing resolutions for the Refunded Bonds. The mathematical computations used to determine the sufficiency of the escrow deposits will be verified by the Verification Agent (defined herein). See Verification herein. Set forth below is a description of the Prior Bonds, all or a portion of which are expected to be refunded with portion of the proceeds of the Refunding Bonds. General Obligation Bonds Election of 2001, 2004 Taxable Series A Maturity Date Original Principal Amount Redemption Price Redemption Date CUSIP August 1, 2015 $3,450, % January 8, C DB5 5

14 Maturity Dates Maturity Dates General Obligation Bonds Election of 2003, 2004 Taxable Series B Original Principal Amount Redemption Price Redemption Date CUSIP August 1, 2015 $ 200, % January 8, C DM1 August 1, ,820, January 8, C DN9 August 1, ,005, January 8, C DP4 August 1, ,200, January 8, C DQ2 August 1, ,415, January 8, C DR0 August 1, ,835, January 8, C DS8 General Obligation Refunding Bonds 2001 Election, 2005 Series A Original Principal Amount Refunded Principal Amount Redemption Price Redemption Date CUSIP August 1, 2016 $20,220,000 $ 530, % August 1, C EG3 August 1, ,390, , August 1, C EH1 August 1, ,710, , August 1, C EJ7 August 1, ,180, , August 1, C EK4 August 1, ,810, , August 1, C EL2 August 1, ,605, , August 1, C EM0 August 1, ,585, , August 1, C EN8 August 1, ,750,000 1,020, August 1, C EP3 August 1, ,120,000 1,105, August 1, C EQ1 August 1, ,700,000 1,200, August 1, C ER9 June 1, ,920,000 1,315, August 1, C ES7 Maturity Dates 2003 Election General Obligation Bonds, 2006 Series E Original Principal Amount Redemption Price Redemption Date CUSIP August 1, 2017 $10,890, % August 1, C GB2 August 1, ,430, August 1, C GC0 August 1, ,005, August 1, C GD8 August 1, ,600, August 1, C GE6 August 1, ,235, August 1, C GF3 August 1, ,895, August 1, C GG1 August 1, ,590, August 1, C GH9 August 1, ,320, August 1, C GJ5 August 1, ,085, August 1, C GK2 August 1, ,890, August 1, C GL0 August 1, ,990, August 1, C GM8 6

15 Maturity Dates 2001 Election General Obligation Bonds, 2007 Series A Original Principal Amount Redemption Price Redemption Date CUSIP August 1, 2018 $ 5,165, % August 1, C HC9 August 1, ,490, August 1, C HD7 August 1, ,815, August 1, C HE5 August 1, ,975, August 1, C HF2 August 1, ,875, August 1, C HG0 August 1, ,685, August 1, C HH8 August 1, ,385, August 1, C HJ4 August 1, ,465, August 1, C HK1 August 1, ,760, August 1, C HL9 Maturity Dates General Obligation Bonds 2001 Election, 2008 Series E-1 Original Principal Amount Redemption Price Redemption Date CUSIP August 1, 2019 $ 8,345, % August 1, C KJ0 August 1, ,155, August 1, C KK7 August 1, ,015, August 1, C KL5 August 1, ,925, August 1, C KM3 August 1, ,890, August 1, C KN1 August 1, ,910, August 1, C KP6 August 1, ,990, August 1, C KQ4 August 1, ,130, August 1, C KR2 August 1, ,340, August 1, C KS0 August 1, ,615, August 1, C KT8 August 1, ,930, August 1, C KU5 Maturity Dates General Obligation Bonds 2003 Election, 2008 Series F-1 Original Principal Amount Redemption Price Redemption Date CUSIP August 1, 2019 $ 8,410, % August 1, C LB6 August 1, ,300, August 1, C LC4 August 1, ,245, August 1, C LD2 August 1, ,250, August 1, C LE0 August 1, ,305, August 1, C LF7 August 1, ,430, August 1, C LG5 August 1, ,620, August 1, C LH3 August 1, ,880, August 1, C LJ9 August 1, ,215, August 1, C LK6 August 1, ,625, August 1, C LL4 August 1, ,205, August 1, C LM2 7

16 Maturity Dates General Obligation Bonds 2008 Election, 2009 Series A Original Principal Amount Redemption Price Redemption Date CUSIP August 1, 2021 $ 750, % August 1, C MT6 August 1, , August 1, C MU3 August 1, ,155, August 1, C MV1 August 1, ,320, August 1, C MW9 August 1, ,420, August 1, C MX7 August 1, ,730, August 1, C MY5 August 1, ,015, August 1, C MZ2 August 1, , August 1, C NA6 August 1, ,960, August 1, C NB4 August 1, , August 1, C NC2 August 1, ,210, August 1, C ND0 August 1, ,310, August 1, C NE8 August 1, ,145, August 1, C NF5 August 1, ,315, August 1, C NG3 ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of funds with respect to the Bonds are as follows: Tax-Exempt Series G Bonds Taxable Series H Bonds Tax-Exempt Refunding Bonds Taxable Refunding Bonds Estimated Sources of Funds Principal Amount $300,000, $50,000, $1,495,575, $47,075, $1,892,650, Net Original Issue Premium 26,113, ,450, ,564, Total Sources $326,113, $50,000, $1,746,025, $47,075, $2,169,214, Estimated Uses of Funds Building Fund $299,870, $49,892, $ -- $ -- $349,762, Debt Service Fund 25,710, ,710, Escrow Fund ,742,934, ,963, ,789,898, Underwriters Discount 402, , ,392, , ,961, Costs of Issuance (1) 129, , , , , Total Uses $326,113, $50,000, $1,746,025, $47,075, $2,169,214, Total (1) Includes fees of Bond Counsel, Co-Disclosure Counsel, the Paying Agent, the Escrow Agent, the Financial Advisor, the rating agencies, the printer, and other miscellaneous expenses. THE BONDS General Provisions The Bonds will be dated their date of delivery, will be issued in book-entry form only, without coupons, in denominations of $5,000 principal amount or any integral multiple thereof, and, when issued, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ). DTC will act as securities depository for the Bonds. Beneficial Owners will not receive physical certificates representing their interest in the Bonds purchased, except in the event that use of the book-entry system for the Bonds is discontinued. Payments of principal of, premium, if any, and interest on the Bonds are payable by The Bank of New York Mellon Trust Company, N.A., as agent of the Treasurer and Tax Collector of Los Angeles County, as paying agent for the Bonds (the Paying Agent ) to DTC, which is obligated in turn to remit such payments to its DTC Participants for subsequent 8

17 disbursement to the beneficial owners of the Bonds. For information about the securities depository and DTC s book-entry system, see Appendix E Book-Entry Only System attached hereto. The Bonds mature in the years and on the dates set forth on the inside front cover page hereof. Interest on the Bonds is payable on each Bond Payment Date, commencing on August 1, Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Each Bond will bear interest from the Bond Payment Date next preceding the date of authentication thereof, unless it is authenticated on or before an Bond Payment Date and after the close of business on the 15th calendar day of the month preceding such Bond Payment Date (each, a Record Date ), in which event, it shall bear interest from such Bond Payment Date, or unless it is authenticated on or before the Record Date preceding the first Bond Payment Date, in which event it shall bear interest from the date of delivery of the Bonds. Redemption Optional Redemption of the Tax-Exempt Series G Bonds. The Tax-Exempt Series G Bonds maturing on or before August 1, 2024 are not subject to optional redemption. The Tax-Exempt Series G Bonds maturing on or after August 1, 2025 are subject to optional redemption on any date on or after August 1, 2024, in whole or in part from any source of available funds, at a redemption price equal to the principal amount of the Tax-Exempt Series G Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption. Optional Redemption of the Tax-Exempt Refunding Bonds. The Tax-Exempt Refunding Bonds maturing on or before August 1, 2024 are not subject to optional redemption. The Tax-Exempt Refunding Bonds maturing on or after August 1, 2025 are subject to optional redemption on any date on or after August 1, 2024, in whole or in part from any source of available funds, at a redemption price equal to the principal amount of the Tax-Exempt Refunding Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption. Make-Whole Redemption of the Taxable Refunding Bonds. The Taxable Refunding Bonds maturing on and after August 1, 2016 are subject to redemption, in whole or in part and if in part, with maturities to be designated by the District (and pro rata within a maturity), on any date prior to their maturity at a redemption price equal to the greater of (i) the issue price of the Taxable Refunding Bonds set forth on the inside cover pages of this Official Statement to be redeemed; or (ii) the sum of the present value of the remaining scheduled payments of principal of and interest on the Taxable Refunding Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which the Taxable Refunding Bonds to be redeemed, discounted to the date on which the Taxable Refunding Bonds to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at a discount rate equal to the Comparable Treasury Yield (defined below) plus 10 basis points; plus, in each case, accrued interest on the Taxable Refunding Bonds of such Series to be redeemed to the redemption date. See Notice of Redemption of the Bonds herein. The term Comparable Treasury Issue means the Treasury Department security selected by the Independent Banking Institution as having a maturity comparable to the remaining term to maturity of the Taxable Refunding Bonds being redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term to maturity of the Taxable Refunding Bonds being redeemed. The term Comparable Treasury Price means, with respect to any date on which a Taxable Bond or portion thereof is being redeemed, either (i) the average of five Reference Treasury Dealer quotations for the date fixed for redemption, after excluding the highest and lowest such quotations, and (ii) if the 9

18 Independent Banking Institution is unable to obtain five such quotations, the average of the quotations that are obtained. The quotations shall be the average, as determined by the Independent Banking Institution, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of principal amounts) quoted in writing to the Independent Banking Institution, at 5:00 p.m., New York City time, on the third Business Day preceding the date fixed for redemption. The term Comparable Treasury Yield means the yield which represents the weekly average yield to maturity for the preceding week appearing in the most recently published statistical release designated H.15(519) Selected Interest Rates under the heading Treasury Constant Maturities, or any successor publication selected by the Independent Banking Institution that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded Treasury Department securities adjusted to constant maturity, for the maturity corresponding to the remaining term to maturity of the Taxable Bond being redeemed. The Comparable Treasury Yield shall be determined as of the third Business Day immediately preceding the applicable date fixed for redemption. If the H.15(519) statistical release sets forth a weekly average yield for Treasury Department securities that have a constant maturity that is the same as the remaining term to maturity of the Taxable Bond being redeemed, then the Comparable Treasury Yield shall be equal to such weekly average yield. In all other cases, the Comparable Treasury Yield shall be calculated by interpolation on a straight-line basis, between the weekly average yields on the Treasury Department securities that have a constant maturity (i) closest to and greater than the remaining term to maturity of the Taxable Bond being redeemed; and (ii) closest to and less than the remaining term to maturity of the Taxable Bond being redeemed. Any weekly average yields calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward. If, and only if, weekly average yields for Treasury Department securities for the preceding week are not available in the H.15(519) statistical release or any successor publication, then the Comparable Treasury Yield shall be the rate of interest per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price as of the date fixed for redemption. The term Independent Banking Institution means an investment banking institution of national standing which is a primary United States government securities dealer in the United States designated by the District (which may be one of the Original Purchasers, as defined below). If the District fails to appoint an Independent Banking Institution at least 45 days prior to the date fixed for redemption, or if the Independent Banking Institution appointed by the District is unwilling or unable to determine the Comparable Treasury Yield, the Comparable Treasury Yield shall be determined by an Independent Banking Institution designated by the Paying Agent. The term Original Purchaser means the Taxable Underwriter (defined herein) of the Taxable Refunding Bonds. The term Reference Treasury Dealer means a primary United States Government securities dealer in the United States appointed by the District and reasonably acceptable to the Independent Banking Institution (which may be the Original Purchaser). If the District fails to select the Reference Treasury Dealers within a reasonable period of time, the Paying Agent will select the Reference Treasury Dealers in consultation with the District. Mandatory Sinking Fund Redemption of the Tax-Exempt Series G Bonds. The Tax-Exempt Series G Bonds maturing on August 1, 2039 and bearing interest at a rate of 3.50% (the 3.50% 2039 Series G Term Bonds ), shall be subject to mandatory sinking fund redemption in part by lot on August 1 of each year commencing August 1, 2035 from moneys in the Series G Debt Service Fund (as defined in the New Money Resolution) established under the New Money Resolution, at a redemption price equal to the principal amount of the 3.50% 2039 Series G Term Bonds to be redeemed, without premium, plus 10

19 accrued interest thereon to the date of redemption, in the years and amounts set forth in the following table: Mandatory Sinking Fund Payment Date Mandatory Sinking Fund Payment August 1, 2035 $190,000 August 1, ,000 August 1, ,000 August 1, ,000 August 1, 2039 (1) 225,000 (1) Maturity. In the event the 3.50% 2039 Series G Term Bonds are called for optional redemption in part, the remaining mandatory sinking fund installments for the 3.50% 2039 Series G Term Bonds shall be adjusted pro rata. The Tax-Exempt Series G Bonds maturing on August 1, 2039 and bearing interest at a rate of 4.00% (the 4.00% 2039 Series G Term Bonds ), shall be subject to mandatory sinking fund redemption in part by lot on August 1 of each year commencing August 1, 2035 from moneys in the Series G Debt Service Fund (as defined in the New Money Resolution) established under the New Money Resolution, at a redemption price equal to the principal amount of the 4.00% 2039 Series G Term Bonds to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the years and amounts set forth in the following table: Mandatory Sinking Fund Payment Date Mandatory Sinking Fund Payment August 1, 2035 $12,410,000 August 1, ,905,000 August 1, ,420,000 August 1, ,955,000 August 1, 2039 (1) 14,515,000 (1) Maturity. In the event the 4.00% 2039 Series G Term Bonds are called for optional redemption in part, the remaining mandatory sinking fund installments for the 4.00% 2039 Series G Term Bonds shall be adjusted pro rata. Selection of Bonds for Redemption. Whenever provision is made in the applicable District Resolution for the optional redemption of Bonds and less than all outstanding Bonds are to be redeemed, the Paying Agent, upon written instruction from the District, will select Bonds for redemption as so directed and if not directed, in inverse order of maturity. Within a maturity with respect to the Tax- Exempt Series G Bonds and the Tax-Exempt Refunding Bonds, the Paying Agent will select Bonds for redemption by lot. Redemption by lot will be in such manner as the Paying Agent determines; provided, however, that with respect to redemption by lot the portion of any Tax-Exempt Series G Bond or Tax- Exempt Refunding Bond to be redeemed in part will be in the principal amount of $5,000 or any integral multiple thereof. Within a maturity with respect to the Taxable Refunding Bonds, the Paying Agent will select Taxable Refunding Bonds for redemption on a Pro Rata Pass-Through Distribution of Principal basis in accordance with DTC procedures, provided further that, such pro-rata redemption is made in accordance with the operational arrangements of DTC then in effect. 11

20 Notice of Redemption. When redemption is authorized or required pursuant to the New Money Resolution or the Refunding Resolution, as applicable, the Paying Agent, upon written instruction from the District, will give notice (a Redemption Notice ) of the redemption of the Bonds. The Redemption Notice will specify: the Bonds or designated portions thereof (in the case of redemption of the Bonds in part but not in whole) which are to be redeemed, the date of redemption, the place or places where the redemption will be made, including the name and address of the Paying Agent, the redemption price, the CUSIP numbers (if any) assigned to the Bonds to be redeemed, the Bond numbers of the Bonds to be redeemed in whole or in part and, in the case of any Bond to be redeemed in part only, the portion of the principal amount of such Bond to be redeemed, and the original issue date, interest rate and stated maturity date of each Bond to be redeemed in whole or in part. The Redemption Notice will further state that on the specified date there will become due and payable upon each Bond or portion thereof being redeemed, at the redemption price thereof, together with the interest accrued to the redemption date, and that from and after such date, interest thereon will cease to accrue. The Paying Agent will take the following actions with respect to each such Redemption Notice: (a) at least 20 but not more than 45 days prior to the redemption date, the Redemption Notice will be given to the respective Owners of Bonds designated for redemption by registered or certified mail, postage prepaid, at their addresses appearing on the Bond Register; (b) at least 20 but not more than 45 days prior to the redemption date, the Redemption Notice will be given by (i) registered or certified mail, postage prepaid, (ii) telephonically confirmed facsimile transmission, or (iii) overnight delivery service, to the securities depository; (c) at least 20 but not more than 45 days prior to the redemption date, the Redemption Notice will be given by (i) registered or certified mail, postage prepaid, or (ii) overnight delivery service, to one of the Information Services; and (d) to such other persons as may be required pursuant to the Continuing Disclosure Agreement. A certificate of the Paying Agent to the effect that a Redemption Notice has been given as provided in the District Resolution will be conclusive as against all parties. Neither failure to receive any Redemption Notice nor any defect in any such Redemption Notice so given shall affect the sufficiency of the proceedings for the redemption of the affected Bonds. Each check issued or other transfer of funds made by the Paying Agent for the purpose of redeeming Bonds shall bear or include the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. The Redemption Notice may state that no representation is made as to the accuracy or correctness of CUSIP numbers printed on the Bonds. Conditional Notice of Redemption. With respect to any Redemption Notice of Bonds, unless upon the giving of such notice such Bonds will be deemed to have been defeased pursuant to the applicable Resolution, such notice will state that such redemption will be conditional upon the receipt by the independent escrow agent selected by the District, on or prior to the date fixed for such redemption, of the moneys necessary and sufficient to pay the principal of, premium, if any, and interest on, such Bonds to be redeemed, and that if such moneys will not have been so received said notice will be of no force and effect, the Bonds will not be subject to redemption on such date and the Bonds will not be required to be redeemed on such date. In the event that such Redemption Notice contains such a condition and such moneys are not so received, the redemption will not be made and the Paying Agent will within a reasonable time thereafter give notice, to the persons to whom and in the manner in which the Redemption Notice was given, that such moneys were not so received. In addition, the District will have the right to rescind any Redemption Notice, by written notice to the Paying Agent, on or prior to the date fixed for such redemption. The Paying Agent will distribute a notice of such rescission in the same manner as the Redemption Notice was originally provided. Partial Redemption of Bonds. Upon the surrender of any Bond of a series redeemed in part only, the Paying Agent will execute and deliver to the Owner thereof a new Bond or Bonds of such series of 12