George K. Baum & Company Piper Jaffray & Co. Stifel Nicolaus Harvestons Securities

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1 NEW ISSUE BOOK ENTRY ONLY UNDERLYING RATINGS: S&P: "AA-" Moody's: "Aa2" INTERCEPT RATINGS: S&P: "AA-" Moody's: "Aa2" See: "RATINGS" In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the 2010C Bonds is excludable from gross income for federal income tax purposes and is not a specific preference item nor included in adjusted current earnings for purposes of the federal alternative minimum tax. Interest on the 2010A Bonds and the 2010B Bonds is included in gross income for federal income tax purposes and owners thereof will not be entitled to a tax credit with respect thereto. Under existing Colorado statutes, the interest on and income from the 2010A Bonds and 2010B Bonds is exempt from all Colorado taxation and assessments, and the 2010C Bonds and the income therefrom are exempt from Colorado taxation, except inheritance, estate and transfer taxes. For a more complete description of such opinion of Bond Counsel and a description of certain provisions of the Internal Revenue Code of 1986, as amended, which may affect the federal tax treatment of interest on the Bonds for certain owners of the Bonds, see "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" herein. $116,195,000 SCHOOL DISTRICT NO. 1 IN THE CITY AND COUNTY OF DENVER AND STATE OF COLORADO GENERAL OBLIGATION BONDS $29,260,000 Taxable Qualified School Construction Series 2010A Consisting of: $1,545,000 Taxable Build America New Money Series 2010B $85,390,000 Tax-Exempt Refunding Series 2010C Dated: Date of Delivery Due: As shown on inside cover The Bonds (defined herein) are issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. The Bonds initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), securities depository for the Bonds. Purchases of the Bonds are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Bonds. See "THE BONDS Book-Entry Only System." The Bonds bear interest at the rates set forth herein, payable, with respect to the 2010A Bonds and the 2010B Bonds, commencing on June 1, 2011, and, with respect to the 2010C Bonds, commencing on December 1, 2010, and semiannually thereafter on June 1 and December 1 of each year to and including the respective maturity dates shown on the inside cover, except that the final interest payment with respect to the 2010A Bonds is payable at maturity on September 1, 2027, unless such Bonds are redeemed earlier, by check or draft mailed to the registered owner of the Bonds, initially Cede & Co. The principal of, and premium, if any, on the Bonds will be payable upon presentation and surrender at the principal operations office of Wells Fargo Bank, National Association, Denver, Colorado, or its successor as the paying agent for the Bonds. See "THE BONDS." Maturity Schedule on Inside Cover The 2010B Bonds are subject to optional redemption prior to maturity as described in "THE BONDS Prior Redemption." The 2010A Bonds and the 2010C Bonds are not subject to optional redemption prior to maturity; provided, however, that the 2010A Bonds are subject to extraordinary optional redemption as described in the following sentence. The 2010A Bonds and the 2010B Bonds also are subject to extraordinary optional redemption upon the occurrence of the events specified in "THE BONDS Prior Redemption Extraordinary Optional Redemption." The 2010A Bonds are subject to mandatory redemption as described in "THE BONDS Prior Redemption Mandatory Redemption of 2010A Bonds from Unexpended Proceeds." The 2010B Bonds and the 2010C Bonds are not subject to mandatory redemption. The 2010A Bonds and the 2010B Bonds (collectively, the "New Money Bonds") will be issued for the purpose of financing the New Money Projects (defined herein) and to pay costs of issuance of the New Money Bonds. The 2010C Bonds (the "Refunding Bonds") will be issued for the purpose of refunding certain outstanding District bonds, as more particularly described herein, and to pay costs of issuance of the Refunding Bonds. See "THE PLAN OF FINANCE." The Bonds constitute general obligations of the District. All of the taxable property in the District is subject to the levy of an ad valorem tax to pay the principal of, interest, and premium, if any, on the Bonds without limitation as to rate and in an amount sufficient to pay the Bonds when due and the District is required to include in its annual tax levy an amount sufficient to pay such amounts, to the extent the necessary funds are not provided from other sources. See "SECURITY AND REMEDIES" and "LEGAL MATTERS Certain Constitutional Limitations." The Bonds do not constitute general obligations of the City and County of Denver, Colorado. None of the State of Colorado (except as described in "SECURITY AND REMEDIES State Bond Payment Act"), the City and County and Denver, nor any other political subdivision of the State of Colorado has any responsibility to pay the debt service on the Bonds. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. Each of the Bonds is offered when, as, and if issued by the District and accepted by the Underwriters, subject to the delivery of an approving opinion by Kutak Rock LLP, Denver, Colorado, Bond Counsel, and the satisfaction of certain other conditions. Hogan Lovells US LLP, Denver, Colorado, has acted as special counsel to the District in connection with the Official Statement. Certain legal matters will be passed upon for the District by its General Counsel. Bookhardt & O'Toole, Denver, Colorado, is acting as counsel to the Underwriters. It is expected that the Bonds will be available for delivery through the facilities of DTC, on or about September 16, George K. Baum & Company Piper Jaffray & Co. Stifel Nicolaus Harvestons Securities Dated: September 2, 2010

2 MATURITY SCHEDULE (CUSIP six digit issuer No ) $29,260,000 SCHOOL DISTRICT NO. 1 IN THE CITY AND COUNTY OF DENVER AND STATE OF COLORADO GENERAL OBLIGATION BONDS TAXABLE QUALIFIED SCHOOL CONSTRUCTION SERIES 2010A $29,260, % Term Bond due September 1, 2027 Price: 100% CUSIP Number: PK3 $1,545,000 SCHOOL DISTRICT NO. 1 IN THE CITY AND COUNTY OF DENVER AND STATE OF COLORADO GENERAL OBLIGATION BONDS TAXABLE BUILD AMERICA NEW MONEY SERIES 2010B $1,545, % Term Bond due December 1, 2028 Price: 100% CUSIP Number: PL1 Maturity (December 1) $85,390,000 SCHOOL DISTRICT NO. 1 IN THE CITY AND COUNTY OF DENVER AND STATE OF COLORADO GENERAL OBLIGATION BONDS TAX-EXEMPT REFUNDING SERIES 2010C Principal Amount Interest Rate Yield CUSIP Number 2019 $ 3,675, % 2.22% PV ,975, PM ,200, PN , PW ,405, PP ,975, PQ ,675, PX , PR ,085, PS ,195, PY ,000, PT ,005, PU ,900, PZ ,950, QA ,500, QB2 Copyright 2010, American Bankers Association. CUSIP data herein is provided by Standard & Poor's, CUSIP Services Bureau, a division of The McGraw-Hill Companies, Inc. The District and the Underwriters take no responsibility for the accuracy of the CUSIP data herein, which is being provided solely for the convenience of the owners of the Bonds.

3 USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page, the inside cover page, and the appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by the District or the Underwriters. The District maintains an Internet website; however, the information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds. The information set forth in this Official Statement has been obtained from the District and from the sources referenced throughout this Official Statement, which the District believes to be reliable. No representation or warranty is made by the District, however, as to the accuracy or completeness of information provided from sources other than the District, and nothing contained herein is or shall be relied upon as a guarantee of the District or the Underwriters. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions, or that they will be realized. 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, estimates, and expressions of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds shall, under any circumstances, create any implication that there has been no change in the affairs of the District, or in the information, estimates, or opinions set forth herein, since the date of this Official Statement. This Official Statement has been prepared only in connection with the original offering of the Bonds and may not be reproduced or used in whole or in part for any other purpose. The Bonds have not been registered with the Securities and Exchange Commission due to certain exemptions contained in the Securities Act of 1933, as amended. The Bonds have not been recommended by any federal or state securities commission or regulatory authority, and the foregoing authorities have neither reviewed nor confirmed the accuracy of this document. THE PRICES AT WHICH THE BONDS ARE OFFERED TO THE PUBLIC BY THE UNDERWRITERS (AND THE YIELDS RESULTING THEREFROM) MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES OR YIELDS APPEARING ON THE INSIDE COVER PAGE HEREOF. IN ADDITION, THE UNDERWRITERS MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN ORDER TO FACILITATE DISTRIBUTION OF THE BONDS. THE UNDERWRITERS MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE 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. This Official Statement, particularly the sections entitled "DEBT SERVICE REQUIREMENTS," "DISTRICT FINANCIAL OPERATIONS Budget Process" and "DISTRICT FINANCIAL OPERATIONS Budget Summary and Comparison," contains statements relating to future results that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of When used in this Official Statement, the words "estimate," "forecast," "intend," "expect" and similar expressions identify forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward-looking statements and actual results. Those differences could be material and could impact the future availability of revenues to repay the Bonds.

4 SCHOOL DISTRICT NO. 1 IN THE CITY AND COUNTY OF DENVER AND STATE OF COLORADO (DENVER PUBLIC SCHOOLS) Board of Education President Vice President Secretary Treasurer Member Member Member Nate Easley Arturo Jimenez Jeannie Kaplan Mary A. Seawell Bruce Hoyt Andrea Merida Theresa Peña Administrative Officials Superintendent Chief Operating Officer Chief Financial Officer Executive Director of Finance General Counsel Tom Boasberg David Suppes David D. Hart Kathleen Rinkel John Kechriotis PAYING AGENT AND ESCROW AGENT Wells Fargo Bank, National Association Denver, Colorado BOND COUNSEL Kutak Rock LLP Denver, Colorado SPECIAL COUNSEL Hogan Lovells US LLP Denver, Colorado UNDERWRITERS George K. Baum & Company Denver, Colorado Piper Jaffray & Co. Stifel, Nicolaus & Company Inc. Harvestons Securities Inc. Denver, Colorado Denver, Colorado Denver, Colorado UNDERWRITERS' COUNSEL Bookhardt & O'Toole Denver, Colorado

5 TABLE OF CONTENTS Page INTRODUCTION...1 THE PLAN OF FINANCE...7 Sources and Uses of Funds...7 The New Money Projects...7 The Refunding Project...7 THE BONDS...9 General...9 Federal Direct Payments on the 2010A Bonds and 2010B Bonds...9 Funds and Accounts...10 Payment Provisions...11 Custodial Agreement...12 Prior Redemption...12 Federal Income Tax Covenants with Respect to 2010C Bonds...15 Defeasance...16 Bond Resolution is a Contract with Owners of Bonds and Irrepealable...16 Amendment of Resolution...16 Book-Entry Only System...17 DEBT SERVICE REQUIREMENTS...18 General...18 SECURITY AND REMEDIES...20 General...20 State Bond Payment Act...21 Additional Bonds...22 Events of Default under the Bond Resolution...22 Remedies Upon the Occurrence of an Event of Default...23 Limitations on Remedies Available to Owners of Bonds...23 THE DISTRICT...24 Organization and Description...24 School District Powers...24 Governing Board...24 Administration...25 Curriculum and Instruction; Accreditation and Standardized Tests...26 District Employees and Labor Relations...27 Benefits and Pension Matters...28 District Enrollment and Facilities...30 District Capital Plans...31 Insurance...32 DISTRICT FINANCIAL OPERATIONS...32 Sources of School District Revenue...32 School Finance Act...33 Cash Flow Measures...38 School District Funds...39 Budget Process...40 Budget Summary and Comparison...41 Accounting Records and Financial Statements...42 History of General Fund Revenues, Expenditures, and Changes in Fund Balance...43 Management's Discussion and Analysis of Recent Operating Results...45 Page PROPERTY TAXATION, ASSESSED VALUATION AND OVERLAPPING DEBT...47 Ad Valorem Property Taxes...47 Ad Valorem Property Tax Data...51 Mill Levies Affecting Property Owners Within the District...54 Estimated Overlapping General Obligation Debt...55 DISTRICT DEBT AND OTHER OBLIGATIONS...56 General Obligation Debt...56 Outstanding General Obligation Debt...57 Other Obligations of the District...57 Selected Debt Ratios...60 ECONOMIC AND DEMOGRAPHIC INFORMATION...61 Population and Age Distribution...61 Income...62 Retail Sales...67 Building Permit Activity...68 Foreclosure Activity...68 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS A Bonds and 2010B Bonds Taxable Bonds C Bonds Tax-Exempt Bonds...72 Exemption Under State Tax Law...73 Changes in Federal and State Tax Law...73 LEGAL MATTERS...74 Litigation...74 Sovereign Immunity...74 Approval of Certain Legal Proceedings...74 Certain Constitutional Limitations...75 Proposed November 2010 Ballot Initiatives...76 Police Power...79 RATINGS...79 INDEPENDENT AUDITORS...79 CONTINUING DISCLOSURE...80 MISCELLANEOUS...80 UNDERWRITING...80 OFFICIAL STATEMENT CERTIFICATION...81 Appendices: APPENDIX A AUDITED BASIC FINANCIAL STATEMENTS OF THE DISTRICT AS OF AND FOR THE YEAR ENDED JUNE 30, A-1 APPENDIX B BOOK-ENTRY ONLY SYSTEM...B-1 APPENDIX C FORM OF BOND COUNSEL OPINION...C-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE...D-1 -i-

6 INDEX OF TABLES NOTE: Tables marked with (*) indicate Annual Financial Information to be updated pursuant to SEC Rule 15c2-12, as amended. See Appendix D "FORM OF CONTINUING DISCLOSURE CERTIFICATE." Sources and Uses of Funds...7 Debt Service Requirements...19 Board of Education...25 *District Enrollment Fall 2005 to Historical Base Per Pupil Funding...34 State Equalization Payments...36 *General Fund Budget Summary and Comparison Budgetary Basis...42 *General Fund Statement of Revenues, Expenditures, and Changes in Fund Balances(1)...44 State Property Appraisal System...48 *History of District Assessed Valuations...52 *History of District's Mill Levy...52 *Property Tax Collections for the District...53 *Assessed Valuation of Classes of Property in the District 2010 Preliminary...53 *Top Ten Largest Taxpayers in the District for Sample Mill Levy Affecting District Property Owners...54 Estimated Overlapping General Obligation Debt...55 General Obligation Debt Outstanding...57 Selected Debt Ratios of the District as of the Date of this Official Statement...60 Population...61 Age Distribution...62 Median Household Effective Buying Income...62 Percent of Households by Effective Buying Income Group Annual Per Capita Personal Income(1)...63 Labor Force and Employment(1)...64 Average Number of Employees Within Selected Industries City and County of Denver...65 Average Number of Employees Within Selected Industries Denver-Aurora CBSA...66 Largest Private Sector Employers in the Metro Denver Area...67 Retail Sales...67 Building Permit Issuances for New Structures in Denver County...68 History of Foreclosures Denver County...68 Page -ii-

7 OFFICIAL STATEMENT $116,195,000 SCHOOL DISTRICT NO. 1 IN THE CITY AND COUNTY OF DENVER AND STATE OF COLORADO GENERAL OBLIGATION BONDS Consisting of: $29,260,000 Taxable Qualified School Construction Series 2010A $1,545,000 Taxable Build America New Money Series 2010B $85,390,000 Tax-Exempt Refunding Series 2010C INTRODUCTION General This Official Statement, including the cover page, inside cover and the appendices, is furnished by School District No. 1, in the City and County of Denver and State of Colorado (the "District"), a political subdivision of the State of Colorado (the "State"), in connection with the issuance and sale of (i) $29,260,000 aggregate principal amount of General Obligation Bonds, Taxable Qualified School Construction Series 2010A (the "2010A Bonds"), (ii) $1,545,000 aggregate principal amount of General Obligation Bonds, Taxable Build America New Money Series 2010B (the "2010B Bonds"), and (iii) $85,390,000 aggregate principal amount of General Obligation Bonds, Tax-Exempt Refunding Series 2010C (the "2010C Bonds"). The 2010A Bonds, the 2010B Bonds and the 2010C Bonds (together, the "Bonds") will be issued pursuant to a bond resolution (the "Bond Resolution") adopted by the Board of Education of the District (the "Board") on August 19, The 2010A Bonds and the 2010B Bonds are sometimes referred to herein collectively as the "New Money Bonds" or individually as the "Qualified School Construction Bonds" and "Taxable Build America Bonds," respectively. The 2010C Bonds are sometimes referred to herein as the "Refunding Bonds." The offering of the Bonds is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the Bonds. The following introductory material is only a brief description of and is qualified by the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein. The District The District is a political subdivision of the State and a body corporate which was organized for the purpose of operating and maintaining an educational program for the school-age children residing within its boundaries. The District is the only public school district serving the City and County of Denver, Colorado (the "County" or "Denver") and encompasses approximately 155 square miles. The District's enrollment (headcount) for fall 2009 was 78,371. See "THE DISTRICT." The District's preliminary certified assessed valuation for 2010 (for collection of taxes in 2011), net of the assessed valuation attributable to certain tax -1-

8 increment districts located within the District's boundaries, is $11,227,457,897. The District's certified assessed valuation for 2009 (for collection of taxes in 2009), net of the assessed valuation of the tax increment districts, was $11,270,854,510. See "PROPERTY TAXATION, ASSESSED VALUATION AND OVERLAPPING DEBT." Authority for Issuance The Bonds will be issued pursuant to the Constitution and the laws of the State of Colorado (the "State") and the Bond Resolution. More particularly, the 2010A Bonds and the 2010B Bonds will be issued pursuant to Title 22, Article 42, Part 1, Colorado Revised Statutes ("C.R.S."), as amended (the "Bond Act"), Title 11, Article 57, Part 2, C.R.S., as amended (the "Supplemental Act"), Article 59.7 of Title 11, Colorado Revised Statutes, as amended (the "Stimulus Act") and the 2008 Ballot Issue (defined below). The 2010C Bonds will be issued pursuant to Article 56 of Title 11, C.R.S., as amended (the "Refunding Act") and the Supplemental Act. Purposes of the Bonds The New Money Bonds shall be issued for the purpose of financing the New Money Projects and to pay costs of issuance of the New Money Bonds; provided that the 2010A Available Project Proceeds (hereinafter defined) are required to be expended solely for that portion of the New Money Projects constituting 2010A Qualified Purpose Costs (hereinafter defined). See "THE PLAN OF FINANCE The New Money Projects." The 2010C Bonds shall be issued for the purpose of refunding the Refunded Bonds (as defined in "THE PLAN OF FINANCE The Refunding Project") and to pay costs of issuance of the 2010C Bonds. The refunding of the Refunded Bonds is referred to herein as the "Refunding Project." Security for the Bonds General. The Bonds constitute general obligations of the District. All of the taxable property in the District is subject to the levy of an ad valorem tax to pay the principal of and interest on the Bonds without limitation as to rate and in an amount sufficient to pay the Bonds when due, subject (with respect to the New Money Bonds) to the limitations contained in the authorizing question adopted at an election held on November 4, 2008 (the "2008 Ballot Issue"). The District will covenant in the Bond Resolution to annually determine and certify to the City Council of the County, acting in its capacity as the Board of County Commissioners of the County (the "Commissioners"), a rate of levy for general ad valorem taxes which, together with other legally available funds of the District, if any, is sufficient to pay debt service on the Bonds, including the payment of the principal installments with respect to the 2010A Bonds on the dates scheduled to be paid to the Paying Agent. See "SECURITY AND REMEDIES" and "LEGAL MATTERS Certain Constitutional Limitations." The 2008 Ballot Issue. The New Money Bonds will be issued pursuant to the 2008 Ballot Issue, which authorizes the District to issue or incur debt in the principal amount of $454 million, with a maximum repayment cost of $990 million, and to increase taxes $59 million annually. In the opinion of Bond Counsel, the District may certify a rate of levy for ad valorem taxes on all taxable property in the District, unlimited as to rate and in an amount sufficient to pay the principal of and interest on the Bonds. See "SECURITY AND REMEDIES" and "LEGAL MATTERS Certain Constitutional Limitations." Prior to the issuance of the New Money Bonds, the only debt the District has issued or incurred pursuant to the 2008 Ballot Issue is comprised of (i) its General Obligation Bonds, Series 2009A (the "2009A Bonds"), in the principal amount of $149,170,000, (ii) its General Obligation Bonds, Qualified School Construction Series 2009B (the "2009B Bonds"), in the aggregate principal amount of $24,022,000, and (iii) its General Obligation Bonds, Taxable Build America New Money Series 2009C (the "2009C -2-

9 Bonds"), in the aggregate principal amount of $250,000,000. The current aggregate outstanding principal amounts of the 2009A Bonds, the 2009B Bonds, and the 2009C Bonds are set forth in "DISTRICT DEBT AND OTHER OBLIGATIONS Outstanding General Obligation Debt." After the issuance of the New Money Bonds, the District will have $3,000 of authorized but unissued general obligation debt under the 2008 Ballot Issue. Conditional Obligation of the State. The State has enacted legislation providing for the payment by the State Treasurer of principal and interest due with respect to general obligation indebtedness of eligible school districts in the State. If the District informs the State Treasurer that it will not make a payment by the date on which it is due, the State Treasurer is required to forward to the Paying Agent in immediately available funds the amount necessary to make the payment of principal of or interest on the Bonds. In such circumstances, the State Treasurer is required to withhold such amount from the next succeeding payment of the State's share of equalization program funding and certain other funds which would otherwise be paid to the District. See "SECURITY AND REMEDIES State Bond Payment Act." Additional Bonds. After taking the issuance of the Bonds and the Refunding Project into account, the District will have $1,055,095,175 in general obligation debt outstanding, consisting of: (1) the 2010A Bonds, the 2010B Bonds, and the 2010C Bonds; (2) the 2009A Bonds, the 2009B Bonds, and the 2009C Bonds; (3) $24,700,000 of General Obligation Bonds, Tax-Exempt Refunding Series 2009F (the "2009F Bonds"); (4) $43,320,000 of General Obligation Bonds, Tax-Exempt Refunding Series 2009G (the "2009G Bonds"); (5) $10,000,000 of General Obligation Refunding Bonds (current interest bonds), Series 1994A (the "1994 Bonds"); (6) $4,382,775 of General Obligation Qualified Zone Academy Bonds, Series 2001A (the "2001A Bonds"); (7) $3,615,400 of General Obligation Qualified Zone Academy Bonds, Series 2001B (the "2001B Bonds"); (8) $9,365,000 of General Obligation Bonds, Series 2001C (the "2001C Bonds"); (9) $165,535,000 of General Obligation Bonds, Series 2004 (the "2004 Bonds") remaining outstanding after the refunding; (10) $41,610,000 of General Obligation Refunding Bonds, Series 2004B (the "2004B Bonds"); (11) $83,670,000 of General Obligation Refunding Bonds, Series 2004C (the "2004C Bonds"); and (12) $129,510,000 of General Obligation Refunding Bonds, Series 2005A (the "2005A Bonds"). The 1994 Bonds, the 2001A Bonds, the 2001B Bonds, the 2001C Bonds, the 2004 Bonds, the 2004B Bonds, the 2004C Bonds, the 2005A Bonds, the 2009A Bonds, the 2009B Bonds, the 2009C Bonds, the 2009F Bonds, and the 2009G Bonds are referred to collectively as the "Prior Bonds." The District is issuing the Qualified School Construction Bonds and the Taxable Build America Bonds pursuant to the American Recovery and Reinvestment Act of 2009 (the "Recovery Act") and is evaluating other financing programs made available pursuant to the Recovery Act. The District may, subject to voter authorization, determine to issue bonds at any time the Board determines that funds are necessary. The District also may seek voter authorization to issue additional general obligation bonds at any time in compliance with existing law. The Bonds; Prior Redemption General. The Bonds are issued solely as fully registered bonds in the denomination of $5,000 or any integral multiple thereof. The Bonds are initially to be registered in the name of "Cede & Co.," as nominee for The Depository Trust Company ("DTC"), as Securities Depository for the Bonds. Purchases of the Bonds are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Bonds. See "THE BONDS Book-Entry Only System." The Bonds mature and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) as set forth on the inside cover page of this Official Statement. The payment of principal and interest on the Bonds is described in "THE BONDS Payment Provisions." -3-

10 Redemption Provisions. The 2010B Bonds are subject to optional redemption prior to maturity as described in "THE BONDS Prior Redemption." The 2010A Bonds and the 2010C Bonds are not subject to optional redemption prior to maturity; provided, however, that the 2010A Bonds are subject to extraordinary optional redemption as described in the following sentence. The 2010A Bonds and the 2010B Bonds also are subject to extraordinary optional redemption upon the occurrence of the events specified in "THE BONDS Prior Redemption Extraordinary Optional Redemption." The 2010A Bonds are subject to mandatory redemption as described in "THE BONDS Prior Redemption Mandatory Redemption of 2010A Bonds from Unexpended Proceeds." The 2010B Bonds and the 2010C Bonds are not subject to mandatory redemption. Designation of 2010B Bonds as "Build America Bonds" The 2010B Bonds are expected to be issued as "Build America Bonds" for purposes of the American Recovery and Reinvestment Act of 2009 signed into law on February 17, 2009 (the "Recovery Act"), Section 6431 of Internal Revenue Code of 1986, as amended (the "Code") and any other provisions of the Code related to tax credit obligations. Pursuant to the Recovery Act and the Code, the District expects to receive a cash subsidy payment from the United States Department of the Treasury (the "United States Treasury") (referred to herein as the "Build America Bond Federal Direct Payments") equal to 35% of the interest payable on the 2010B Bonds on or about each interest payment date. The cash payment does not constitute a full faith and credit guarantee of the United States government, but is required to be paid by the United States Treasury under the Recovery Act. Designation of 2010A Bonds as "Qualified School Construction Bonds" In March 2010, as part of the Hiring Incentives to Restore Employment Act, Congress added subsection (f) to Section 6431 of the Code to extend certain additional tax advantages to "Qualified School Construction Bonds" provided such bonds meet certain requirements of the Code and the related Treasury regulations and the issuer has made an irrevocable election to have such special rule apply by designating them as "Specified Tax Credit Bonds." Under Section 6431(f) of the Code, as amended, an issuer of a Qualified School Construction Bond may elect to receive cash subsidy payments from the United States Treasury ("Qualified School Construction Bond Federal Direct Payments"; Qualified School Construction Bond Federal Direct Payments and Build America Bond Federal Direct Payments are collectively referred to herein as "Federal Direct Payments") in lieu of a tax credit being available to the holder thereof by electing to issue such bonds as Specified Tax Credit Bonds. The amount of a Qualified School Construction Bond Federal Direct Payment is set in Section 6431 of the Code at the lesser of (i) 100% of the corresponding interest payable on the related Qualified School Construction Bond on the applicable interest payment date and (ii) the amount of interest which would have been payable on the related Qualified School Construction Bond on such interest payment date if such rate were determined at the applicable credit rate set by the United States Treasury and in effect on the first day on which there is a binding written contract for the sale of such bond. The cash payment does not constitute a full faith and credit guarantee of the United States government, but is required to be paid by the United States Treasury under the Code. Pursuant to the provisions of IRS Notice , I.R.B. 519, the District was allocated $29,262,000 of the national Qualified School Construction Bond volume cap. The District intends to designate the 2010A Bonds as Qualified School Construction Bonds and make an irrevocable election that Section 6431(f) of the Code shall apply to the 2010A Bonds so that the District will receive Qualified School Construction Bond Federal Direct Payments. As a result of this election, interest on the 2010A Bonds will be included in gross income of the holders thereof for federal income tax purposes and the holders of the 2010A Bonds will not be entitled to any tax credits as a result of either ownership of the -4-

11 2010A Bonds or receipt of any interest payments on the 2010A Bonds. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS." Professionals Kutak Rock LLP, Denver, Colorado, has acted as Bond Counsel to the District in connection with issuance of the Bonds. Hogan Lovells US LLP, Denver, Colorado, has acted as special counsel to the District in connection with the Official Statement. The fees of Bond Counsel and special counsel will be paid only from Bond proceeds at closing. The District's General Counsel will pass upon certain legal matters for the District. Clifton Gunderson LLP, certified public accountants, Greenwood Village, Colorado, has audited the basic financial statements of the District which are attached hereto as Appendix A. See "INDEPENDENT AUDITORS." Wells Fargo Bank, National Association, Denver, Colorado, will act as registrar and paying agent (the "Paying Agent") for the Bonds and also will act as the Escrow Agent in connection with the Refunding Project. See "THE PLAN OF FINANCE." George K. Baum & Company, Denver, Colorado, and the other underwriters listed on the cover page hereof have acted as Underwriters with respect to the Bonds. See "UNDERWRITING." Certain legal matters will be passed upon for the Underwriters by Bookhardt & O'Toole, Denver, Colorado. Certain mathematical computations regarding the 2010C Escrow Account (defined herein) will be verified by Causey Demgen & Moore Inc., certified public accountants, Denver, Colorado. See "THE PLAN OF FINANCE The Refunding Project Verification of Mathematical Computations." Tax Matters In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the 2010C Bonds is excludable from gross income for federal income tax purposes and is not a specific preference item nor included in adjusted current earnings for purposes of the federal alternative minimum tax. Interest on the 2010A Bonds and the 2010B Bonds is included in gross income for federal income tax purposes and owners thereof will not be entitled to a tax credit with respect thereto. Under existing Colorado statutes, the interest on and income from the 2010A Bonds and 2010B Bonds is exempt from all Colorado taxation and assessments, and the 2010C Bonds and the income therefrom are exempt from Colorado taxation, except inheritance, estate and transfer taxes. For a more complete description of such opinion of Bond Counsel and a description of certain provisions of the Internal Revenue Code of 1986, as amended, which may affect the federal tax treatment of interest on the Bonds for certain owners of the Bonds, see "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" herein. Continuing Disclosure The District will execute a continuing disclosure certificate (the "Disclosure Certificate") at the time of the closing for the Bonds. The Disclosure Certificate will be executed for the benefit of the beneficial owners of the Bonds, and the District will covenant in the Bond Resolution to comply with its terms. The Disclosure Certificate will provide that so long as the Bonds remain outstanding, the District will annually provide the following information to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system: (i) certain financial information and operating data and (ii) notice of certain material events. The form of the Disclosure Certificate is attached hereto as Appendix D. The District has never failed to materially comply with any prior undertaking entered into pursuant to the Rule 15c2-12 promulgated under the Securities Exchange Act of See "CONTINUING DISCLOSURE." -5-

12 Certain Risks to Owners of the Bonds The purchase of the Bonds involves certain investment risks that are discussed throughout this Official Statement. Accordingly, each prospective purchaser of the Bonds should make an independent evaluation of all of the information presented in this Official Statement in order to make an informed investment decision. Certain risks with respect to the payment of debt service on the Bonds are discussed in the sections entitled "THE BONDS Federal Direct Payments on the 2010A Bonds and the 2010B Bonds," "SECURITY AND REMEDIES General," "SECURITY AND REMEDIES Limitations on Remedies Available to Owners of Bonds" and "PROPERTY TAXATION, ASSESSED VALUATION AND OVERLAPPING DEBT Ad Valorem Property Tax Data;" however, the discussion of risks associated with the Bonds is not limited to those sections. Risks associated with the District's operations also are discussed throughout this Official Statement. Investors must review the entire Official Statement. In addition, the Colorado Secretary of State has certified several citizens initiatives to be submitted to Colorado voters at the general election to be held on November 2, If one or more of the initiatives is adopted, the District's operations and finances may be impacted to an extent that cannot be determined at this time. See "LEGAL MATTERS Proposed November 2010 Ballot Initiatives." Changes from the Preliminary Official Statement This Official Statement includes certain information that was not available for inclusion in the Preliminary Official Statement dated August 26, 2010, including information relating to the final sources and uses of proceeds of the Bonds and the maturity dates, interest rates, prices or yields, redemption provisions, debt service requirements, Underwriters' discount, and other terms of the Bonds, and information under the captions "INTRODUCTION," "THE PLAN OF FINANCE," "THE BONDS," "DEBT SERVICE REQUIREMENTS," "SECURITY AND REMEDIES Additional Bonds," "DISTRICT DEBT AND OTHER OBLIGATIONS," and "UNDERWRITING" and in Appendix C and Appendix D. Investors should read this Official Statement in its entirety. Additional Information This introduction is only a brief summary of the provisions of the Bonds, the Bond Resolution and other documents described in this Official Statement. A full review of the entire Official Statement should be made by potential investors. Summary descriptions of the Bonds, the Bond Resolution, and other documents described in this Official Statement are qualified by reference to such documents. This Official Statement speaks only as of its date and the information contained herein is subject to change. Additional information is available from the District upon request to: School District No. 1 (Denver Public Schools) Attn: Executive Director of Finance 900 Grant Street, Room 302 Denver, Colorado Telephone: (720)

13 THE PLAN OF FINANCE Sources and Uses of Funds The proceeds from the sale of the Bonds are expected to be applied in the following manner. The uses of the proceeds of the Bonds are described in further detail in "The Refunding Project" and "The New Money Projects" under this caption. Sources and Uses of Funds Sources 2010A Bonds 2010B Bonds 2010C Bonds Par Amount of the Bonds... $29,260, $1,545, $ 85,390, Plus/Less: Net Original Issue Premium/Discount ,842, Transfers from Bond Accounts of Refunded Bonds ,280, Total... $29,260, $1,545, $101,513, Uses The New Money Projects (1)... $29,017, $1,532, $ -- The Refunding Project (2) ,947,960 Costs of issuance (3) and contingency , , , Total... $29,260, $1,545, $101,513, (1) See "The New Money Projects" under this caption. (2) See "The Refunding Project" under this caption. (3) Includes Underwriters' discount, rating agency fees, and other costs of issuance. Source: The Underwriters. The New Money Projects The proceeds of the New Money Bonds will be used to finance a portion of the costs of the New Money Projects approved by the 2008 Ballot Issue. The New Money Projects include completing necessary renovations and improvements district-wide, including but not limited to: (i) making critical repairs and renovations at almost every school building or grounds in the District; (ii) improving computer technology across the District; (iii) replacing deteriorating school playgrounds with new, safer ones; (iv) constructing a new kindergarten-through-eighth grade and a new high school to accommodate the rapid student growth in far northeast Denver; and (v) expanding elementary school classroom capacity to accommodate the increasing demand of preschool and kindergarten programs. A portion of the proceeds of the 2010A Bonds will be deposited to the 2010A Project Account and used as described under "THE BONDS Funds and Accounts." Proceeds of the 2010B Bonds will be accounted for separately and used to pay a portion of the costs of the New Money Projects. The Refunding Project The District will use a portion of the 2010C Bond proceeds to advance refund the "Refunded Bonds," which consist of $17,285,000 aggregate principal amount of the 2004 Bonds maturing on December 1, 2019, $17,490,000 aggregate principal amount of the 2004 Bonds maturing on December 1, 2020, $17,695,000 aggregate principal amount of the 2004 Bonds maturing on December 1, 2021, -7-

14 $17,900,000 aggregate principal amount of the 2004 Bonds maturing on December 1, 2022, and $18,095,000 aggregate principal amount of the 2004 Bonds maturing on December 1, After the issuance of the 2010C Bonds and the advance refunding of the Refunded Bonds, the 2004 Bonds will remain outstanding in the following amounts and maturities: Maturity (December 1) Outstanding Principal Amount of the 2004 Bonds(1) Principal Amount Refunded by the 2010C Bonds (the "Refunded Bonds") Principal Amount Remaining After Issuance of the 2010C Bonds Interest Rate 2010 $ 2,205,000 $ -- $2,205, % ,265, ,265, ,080, ,080, ,875, ,875, ,000, ,000, , , , , ,325, ,325, , , ,655,000 17,285, , ,865,000 17,490, , ,075,000 17,695, , ,285,000 17,900, , ,485,000 18,095, , ,975, ,975, Totals $254,000,000 $88,465,000 $165,535,000 (1) As of September 1, The Refunded Bonds will be called for redemption on December 1, 2013 (the "Refunded Bond Redemption Date"). After the issuance of the 2010C Bonds and the completion of the Refunding Project, $165,535,000 aggregate principal amount of the 2004 Bonds will remain outstanding. The District will deposit a portion of the 2010C Bond proceeds in the Escrow Account created with the Escrow Agent pursuant to an escrow agreement (the "Escrow Agreement") between the District and the Escrow Agent. The amount initially to be deposited with the Escrow Agent will be an amount sufficient to pay (i) the interest on the Refunded Bonds as it becomes due from December 1, 2010, through the Refunded Bond Redemption Date; and (ii) the principal amount of the Refunded Bonds as it becomes due upon prior redemption on the Refunded Bond Redemption Date, at a price equal to the par amount of the Refunded Bond so redeemed, plus accrued interest to the Refunded Bonds Redemption Date. Verification of Mathematical Computations. Prior to the delivery of the Bonds, Causey, Demgen & Moore Inc., certified public accountants, Denver, Colorado, will deliver a report on the mathematical accuracy of certain computations contained in schedules provided to them by the Underwriters, relating to the adequacy of the cash and the maturing principal amounts of and interest due on the United States government obligations held in the Escrow Account to pay all of the principal of and interest on the Refunded Bonds when due or upon prior redemption, which computations support the conclusion of Bond Counsel that the 2010C Bonds are not "arbitrage bonds" under Section 148 of the Code. -8-

15 THE BONDS General The Bonds will be dated as of their respective dates of delivery and will mature on the dates and in the amounts as set forth on the inside cover page of this Official Statement. The Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. The Bonds will initially be registered in the name of "Cede & Co.," as nominee for DTC, which initially will act as the Securities Depository for the Bonds. Purchases by beneficial owners of the Bonds ("Beneficial Owners") are to be made in book-entry only form in the principal amount of $5,000 or any integral multiple thereof (except as described above). Beneficial Owners will not receive certificates evidencing their ownership interests in the Bonds. So long as DTC or its nominee, Cede & Co., is the Registered Owner of the Bonds, payments of the principal of, premium, if any, and interest on the Bonds will be made by the Paying Agent directly to Cede & Co. Disbursements of such payments to DTC Participants (as defined in Appendix B to this Official Statement) are the responsibility of DTC, and disbursements of such payments to the Beneficial Owners of the Bonds are the responsibility of the DTC Participants. See "Book-Entry Only System" under this caption. Federal Direct Payments on the 2010A Bonds and 2010B Bonds The District intends to elect to designate the 2010B Bonds as "Build America Bonds" for the purposes of the Recovery Act and the Code and to receive a cash subsidy payment from the United States Treasury equal to 35% of the interest payable on the 2010B Bonds. The District intends to elect to designate the 2010A Bonds as "Qualified School Construction Bonds" under Section 54F of the Code and as "Specified Tax Credit Bonds" under Section 6431 of the Code, and thereby receive Federal Direct Payments from the United States Department of the Treasury equal to a percentage of the interest payable on the 2010A Bonds in lieu of issuing the 2010A Bonds with the tax credit otherwise available to holders of Qualified School Construction Bonds under Section 54A of the Code. The Code imposes various requirements that the District must continue to meet to receive the Federal Direct Payments on the 2010B Bonds and the 2010A Bonds. These requirements generally involve the way that the proceeds of such bonds must be invested and ultimately used, and the periodic submission of certain requests for payment. If the District does not meet these requirements, it is possible that the District may not receive the Federal Direct Payments. The Internal Revenue Service ("IRS") has implemented an examination program for certain types of bonds that qualify for direct federal subsidies, and no assurance can be given that either the 2010A Bonds or the 2010B Bonds will not be selected by the IRS for examination. In the event the IRS files a proposed adverse determination letter as a result of such an examination, announced IRS policy is to suspend payment to the District of the Federal Direct Payments pending a final determination of the qualification of the 2010A Bonds or the 2010B Bonds, as may be applicable, for eligibility to receive Federal Direct Payments. Furthermore, in certain circumstances, the Federal Direct Payments may be reduced (offset) by amounts determined to be applicable under the Code and regulations promulgated thereunder. For example, offsets may occur by reason of any past-due legally enforceable debt of the District to any federal agency. The amount of any such offsets is not predictable but the District does not currently expect that any such offsets will apply to the credits the District expects to receive. -9-

16 Funds and Accounts The following funds and accounts shall be established and maintained by the District or the Paying Agent pursuant to the Bond Resolution, as follows: Bond Accounts. The District shall establish and maintain each of the Bond Accounts as a subsidiary account within its Bond Redemption Fund for the payment of the respective Series of Bonds in accordance with State law. 2010A Sinking Fund. The Paying Agent shall establish and maintain the 2010A Sinking Fund as a separate, segregated fund in accordance with the Paying Agent Agreement. The Paying Agent shall deposit into the 2010A Sinking Fund all principal installments paid by the District with respect to the 2010A Bonds described in the first paragraph of "Payment Provisions - Payments by the District to Paying Agent" under this caption and any other moneys paid to the Paying Agent when accompanied by directions that such moneys be deposited into the 2010A Sinking Fund. Moneys in the 2010A Sinking Fund shall be used to pay, and are irrevocably pledged for the payment of, the principal of the 2010A Bonds to the Owners of the 2010A Bonds at the maturity of the 2010A Bonds, except that moneys in the 2010A Sinking Fund, including but not limited to moneys representing earnings on the investment of moneys in the 2010A Sinking Fund, in excess of the 2010A Required Sinking Fund Balance (i.e., the sum of the principal installments of the 2010A Bonds that are scheduled to be paid by the District to the Paying Agent on or before the time the 2010A Required Sinking Fund Balance is calculated; provided, however, that, if 2010A Bonds are redeemed prior to maturity, the 2010A Required Sinking Fund Balance shall be reduced in proportion to the ratio that the principal amount of the 2010A Bonds redeemed bears to the principal amount of the 2010A Bonds prior to such redemption) may, at any time at the written direction of the District to the Paying Agent, be (i) used to pay the redemption price of 2010A Bonds or (ii) paid to the District for use by the District for any purpose permitted by law. 2010A Project Account. Moneys in the 2010A Project Account shall be used only to pay 2010A Qualified Purpose Costs during the 2010A Available Project Proceeds Expenditure Period or to pay the redemption price of 2010A Bonds redeemed in accordance with the redemption provisions described in "Prior Redemption Mandatory Redemption of 2010A Bonds from Unexpended Proceeds" under this caption. The term "2010A Qualified Purpose Costs" is defined in the Bond Resolution to mean (a) amounts that, during the period commencing April 5, 2010 and ending on the last day of the 2010A Available Project Proceeds Expenditure Period, (i) the District paid or (ii) for which the District incurred an obligation to pay that, at the time the obligation to pay was incurred, was reasonably expected to result in a payment by the District within five banking days; (b) for the construction, rehabilitation or repair of a public school facility or for the acquisition of land on which such a facility is to be constructed with proceeds of the 2010A Bonds, including the acquisition of equipment and school furnishings to be used in the portion of a public school facility that is being constructed, rehabilitated or repaired with the proceeds of the 2010A Bonds; and (c) for the New Money Projects. The term "2010A Available Project Proceeds Expenditure Period" is defined to mean the third anniversary of the date the 2010A Bonds are issued or, in the event the United States Internal Revenue Service grants an extension of the three year expenditure period, the last day of the extended expenditure period. -10-