NEW ISSUE RATING: S&P: AAA BOOK-ENTRY ONLY See “BOND RATING” herein. In the opinion of Gilmore & Bell, P.C., Bond Counsel, the interest on the Bonds is exempt from income taxation by the state of Missouri. Bond Counsel is not rendering any opinion with respect to the treatment of interest on the Bonds for federal income taxation. See “TAX MATTERS” herein.

SCHOOL DISTRICT OF CLAYTON, ST. LOUIS COUNTY, MISSOURI

$19,280,000 Taxable General Obligation Bonds (Build America Bonds – Direct Pay)

Series 2009B

$10,720,000 Taxable General Obligation Bonds (Build America Bonds – Direct Pay)

Series 2009C

Dated: Date of Delivery Due: March 1, as shown on the inside cover The Taxable General Obligation Bonds (Build America Bonds – Direct Pay), Series 2009B (the “Series 2009B Bonds”) and the Taxable General Obligation Bonds (Build America Bonds – Direct Pay), Series 2009C (the “Series 2009C Bonds” and together with the Series 2009B Bonds, the “Bonds”) will be issued by the School District of Clayton, St. Louis County, Missouri (the “District”) for the purpose of providing funds to (1) pay a portion of the costs of the Project (as defined herein), and (2) pay the costs of issuance of the Bonds. The Bonds will be issued as fully registered bonds without coupons in the denomination of $5,000 or integral multiples thereof. Principal on the Bonds will be payable annually on March 1, as shown on the inside cover. Interest on the Bonds is payable semiannually on each March 1 and September 1, commencing March 1, 2010, by check or draft mailed (or by wire transfer in certain circumstances as described herein), to the persons who are the registered owners of the Bonds as of the close of business on the 15th day of the month preceding the interest payment date. In the opinion of Gilmore & Bell, P.C., Bond Counsel, the Bonds will constitute valid and legally binding general obligations of the District payable both as to principal and interest from ad valorem taxes which may be levied, without limit as to rate or amount, upon all taxable tangible property, real and personal, within the territorial limits of the District.

The Bonds are subject to redemption prior to maturity as described herein. See inside cover for maturities, principal amounts, interest rates, prices, yields and CUSIP numbers. This cover page contains information for quick reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as, and if issued by the District, subject to the approval of legality by Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel. Certain legal matters relating to this Official Statement will also be passed upon by Gilmore & Bell, P.C. Piper Jaffray & Co. has served as financial advisor to the District on this transaction. It is expected that the Bonds will be available for delivery through the facilities of The Depository Trust Company in New York, New York, on or about November 3, 2009.

ROBERT W. BAIRD & CO., INC.

The date of this Official Statement is October 21, 2009.

SCHOOL DISTRICT OF CLAYTON, ST. LOUIS COUNTY, MISSOURI

$19,280,000

TAXABLE GENERAL OBLIGATION BONDS (BUILD AMERICA BONDS – DIRECT PAY)

SERIES 2009B

MATURITY SCHEDULE Maturity (March 1)

Principal Amount

Rate

Price

Yield

CUSIP

2025 $6,445,000 4.80% 100.000% 4.80% 184270 HY5 2026 2,855,000 5.50 102.187 5.20 184270 HU3 2027 3,015,000 5.60 102.177 5.30 184270 HV1 2028 3,395,000 5.60 101.442 5.40 184270 HW9 2029 3,570,000 5.60 100.713 5.50 184270 HX7

$10,720,000

TAXABLE GENERAL OBLIGATION BONDS (BUILD AMERICA BONDS – DIRECT PAY)

SERIES 2009C

MATURITY SCHEDULE Maturity (March 1)

Principal Amount

Rate

Price

Yield

CUSIP

2010 $2,475,000 0.80% 100.000% 0.80% 184270 HZ2 2011 *** *** *** *** *** 2012 120,000 2.15 100.451 1.95 184270 JB3 2013 195,000 2.40 100.636 2.20 184270 JC1 2014 405,000 3.00 100.807 2.80 184270 JD9 2015 490,000 3.20 100.975 3.00 184270 JE7 2016 725,000 3.80 101.118 3.60 184270 JF4 2017 820,000 4.10 101.259 3.90 184270 JG2 2018 1,080,000 4.40 101.388 4.20 184270 JH0 2019 1,215,000 4.50 101.134 4.35 184270 JJ6 2020 1,520,000 4.60 100.749 4.50 184270 JK3 2021 1,675,000 4.75 101.121 4.60 184270 JL1

SCHOOL DISTRICT OF CLAYTON ST. LOUIS COUNTY, MISSOURI

#2 Mark Twain Circle Clayton, Missouri 63105

(314) 854-6000

BOARD OF EDUCATION

Omri Praiss, President and Director

Sonny Buttar, Vice-President and Director Robert Kerr, Secretary and Director Susan Buse, Treasurer and Director

Lily Raymond, Director Jane Klamer, Director Steve Singer, Director

ADMINISTRATION

Dr. Don Senti, Superintendent

Dorothy Barbeau, Assistant Superintendent of Teaching and Learning Dr. Sharmon B. Wilkinson, Assistant Superintendent of Human Resources

Mark Stockwell, Chief Financial Officer

BOND COUNSEL

Gilmore & Bell, P.C. St. Louis, Missouri

PAYING AGENT

The Bank of New York Mellon Trust Company, N.A. St. Louis, Missouri

FINANCIAL ADVISOR

Piper Jaffray & Co. St. Louis, Missouri

REGARDING USE OF THIS OFFICIAL STATEMENT

____________________________ THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION CONTAINED IN SECTION 3(a)(2) OF SUCH ACT.

The information set forth herein has been obtained from the District and other sources which are deemed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the District. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. No dealer, broker, salesperson or any other person has been authorized by the District to give any information or 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 other information or representations must not be relied upon as having been authorized by the foregoing. 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 any person in any state in which it is unlawful for such person to make such offer, solicitation or sale. The information herein is subject to change without notice, and neither the delivery of this Official Statement nor the sale of any of the Bonds hereunder shall under any circumstances create any implication that there has been no change in the affairs of the District or the other matters described herein since the date hereof. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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TABLE OF CONTENTS

Page INTRODUCTORY STATEMENT ........................................................................................................... 1 THE BONDS ............................................................................................................................................... 1

Authority and Purpose for the Bonds ..................................................................................................... 1 Description of the Bonds........................................................................................................................ 1 Redemption Provisions........................................................................................................................... 2 Book-Entry Only System ....................................................................................................................... 3 Registration, Transfer and Exchange of Bonds Upon Discontinuance of Book-Entry Only System .... 5

SECURITY FOR THE BONDS ................................................................................................................ 5 General ................................................................................................................................................... 5 The American Recovery and Reinvestment Act of 2009 ....................................................................... 6

PLAN OF FINANCING ............................................................................................................................. 6 The Project ............................................................................................................................................. 6 Sources and Uses of Funds..................................................................................................................... 6

TAX MATTERS ......................................................................................................................................... 7 Federal Income Tax Consequences to Owners of the Bonds ................................................................. 7 Opinion of Bond Counsel Regarding the Bonds .................................................................................... 7 Federal Tax Status of the Bonds as Build America Bonds; Interest Taxable......................................... 7 Other Federal Income Tax Consequences Applicable to Owners of Bonds .......................................... 8

LEGAL MATTERS.................................................................................................................................... 8 BOND RATING .......................................................................................................................................... 9 CONTINUING DISCLOSURE UNDERTAKING .................................................................................. 9 ABSENCE OF LITIGATION ................................................................................................................. 10 UNDERWRITING.................................................................................................................................... 11 FINANCIAL ADVISOR .......................................................................................................................... 11 MISCELLANEOUS ................................................................................................................................. 12 APPENDIX A - INFORMATION REGARDING THE DISTRICT APPENDIX B - INDEPENDENT AUDITORS REPORT AND SELECTED FINANCIAL

STATEMENTS OF THE DISTRICT

___________________________

THIS PAGE INTENTIONALLY

LEFT BLANK

___________________________

SCHOOL DISTRICT OF CLAYTON, ST. LOUIS COUNTY, MISSOURI

$19,280,000 Taxable General Obligation Bonds (Build America Bonds – Direct Pay)

Series 2009B

$10,720,000 Taxable General Obligation Bonds (Build America Bonds – Direct Pay)

Series 2009C

INTRODUCTORY STATEMENT

This Official Statement, including the cover page and the Appendices hereto, is provided to furnish information in connection with the sale by the School District of Clayton, St. Louis County, Missouri (the “District”), of its (a) Taxable General Obligation Bonds (Build America Bonds – Direct Pay), Series 2009B, in the principal amount of $19,280,000 (the “Series 2009B Bonds”) and (b) Taxable General Obligation Bonds (Build America Bonds – Direct Pay), Series 2009C, in the principal amount of $10,720,000 (the “Series 2009C Bonds” and together with the Series 2009B Bonds, the “Bonds”). All capitalized terms used herein and not otherwise defined herein have the meanings assigned to those terms in the Resolution (defined herein).

THE BONDS Authority and Purpose for the Bonds The Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Missouri. The Bonds have been authorized by the required majority of the qualified voters of the District at an election held in the District on April 7, 2009. On October 21, 2009, the Board of Education of the District adopted a resolution authorizing the issuance and sale of the Bonds (the “Resolution”). Proceeds of the Bonds will be used for the purposes of providing funds to (i) pay a portion of the costs of constructing, renovating, expanding, improving, furnishing and equipping school sites, buildings and related facilities for school purposes, including providing new and renovated science labs and other instructional space to support programs and curriculum, enhancing safety and energy efficiency, and improving HVAC, electrical, plumbing and technology systems at the elementary schools, high school and family center (collectively, the “Project”), and (ii) pay the costs of issuance related to the Bonds. See the section herein captioned “PLAN OF FINANCING.” Description of the Bonds

The Bonds shall consist of fully-registered Bonds without coupons, in the denomination of $5,000 or any integral multiple thereof. The Bonds will be dated the date of original delivery of and payment for such Bonds. The Bonds shall become due on March 1 in the years and shall bear interest from the date thereof as set forth on the inside cover page of this Official Statement. Interest on the Bonds shall be payable semiannually on March 1 and September 1 each year, beginning on March 1, 2010. The principal of and premium, if any, on the Bonds shall be payable to the Registered Owners thereof in lawful money of the United States of America upon presentation and surrender of such Bonds as they respectively become due at the principal payment office of The Bank of New York Mellon Trust Company, N.A. (the “Paying Agent” and “Bond Registrar”). The interest on the Bonds shall be payable to the Registered Owners thereof (a) by check or draft mailed by the Paying Agent to the persons in whose names the Bonds are registered on the close of business on the 15th day of the month preceding each interest payment date (the “Record Date”) at their addresses as they appear on the Bond registration books maintained by the Bond Registrar or (b) in the case of an interest

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payment to any Registered Owner of $500,000 or more in aggregate principal amount of Bonds, by electronic transfer to such Registered Owner upon written notice given to the Paying Agent not less than 15 days prior to the Record Date for such interest, containing the electronic transfer instructions including the name and address of the bank (which shall be in the continental United States), its ABA routing number and the account number to which such Registered Owner wishes to have such transfer directed. The Bonds, when issued, will initially be registered in the name of Cede & Co., as nominee for DTC, and no Beneficial Owner will receive certificates representing such Beneficial Owner’s interest in the Bonds, except in the event the Paying Agent delivers replacement bonds as provided in the Resolution. Payment of the principal of, premium, if any, and interest on each Bond will be made, and notices and other communications to Bondholders will be given, directly to DTC or its nominee, Cede & Co., by the Paying Agent. In the event the Bonds are not in a book-entry system, payment of principal of, premium, if any, and interest on the Bonds will be made and such notices and communications will be given as described in the Resolution. See “Book-Entry Only System” below. Redemption Provisions Optional Redemption of Bonds. At the option of the District, the Bonds maturing on March 1, 2020 and thereafter may be called for redemption and payment prior to maturity, on March 1, 2019 and thereafter in whole or in part on any date in such order of maturity as shall be determined by the District, at the redemption price of 100% of the principal amount thereof, together with accrued interest thereon to the Redemption Date.

Mandatory Redemption of Series 2009B Bonds. The Series 2009B Bonds maturing on March 1, 2025 (the “Term Bonds”) shall be subject to mandatory redemption and payment prior to their Stated Maturity pursuant to the mandatory redemption requirements of the Resolution at a Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the Redemption Date. The taxes levied in the Resolution which are to be deposited into the Debt Service Fund shall be sufficient to redeem, and the District shall redeem on March 1 in each year, the following principal amounts of the Term Bonds:

Redemption Dates

(March 1) Principal Amount

2022 $1,590,000 2023 2,135,000 2024 215,000 2025+ 2,505,000

__________ +Final Maturity

At its option, to be exercised on or before the 45th day next preceding any mandatory Redemption Date, the District may: (1) deliver to the Paying Agent for cancellation Term Bonds, in any aggregate principal amount desired; or (2) furnish the Paying Agent funds, together with appropriate instructions, for the purpose of purchasing any Term Bonds from any Registered Owner thereof, whereupon the Paying Agent shall expend such funds for such purpose to such extent as may be practical; or (3) receive a credit with respect to the mandatory redemption obligation of the District under the Resolution for any Term Bonds which prior to such date have been redeemed (other than through the operation of the requirements of the Resolution) and cancelled by the Paying Agent and not theretofore applied as a credit against any redemption obligation under the Resolution. Each Term Bond so delivered or previously purchased or redeemed shall be credited at 100% of the principal amount thereof on the obligation of the District to redeem Term Bonds of the same Stated Maturity on such Redemption Date, and any excess of such amount shall be credited on future mandatory redemption obligations for Term Bonds of the same Stated Maturity in chronological order, and the principal amount of Term Bonds of the same Stated Maturity to be redeemed by operation of the requirements of the Resolution shall be accordingly reduced. If the District intends to exercise any option described by the

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provisions of clauses (1), (2) or (3) above, the District will, on or before the 45th day next preceding each mandatory Redemption Date, furnish the Paying Agent a written certificate indicating to what extent the provisions of said clauses (1), (2) and (3) are to be complied with, with respect to such mandatory redemption payment. Notice and Effect of call for Redemption. Notice of the call for redemption identifying the Bonds or portion thereof to be redeemed shall be given by the Paying Agent and Bond Registrar by mailing a copy of the redemption notice by first class mail at least 30 days but not more than 60 days prior to the date fixed for redemption to the State Auditor of Missouri and to the Registered Owner of each Bond to be redeemed in whole or in part at the address shown on the Bond registration books. Whenever any Bond is called for redemption and payment, all interest on such Bond shall cease from and after the date for which said call is made provided funds are available for its payment at the specified redemption price. Book-Entry Only System General. The Bonds are available in book-entry only form. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds. Ownership interests in the Bonds will be available to purchasers only through a book-entry system (the “Book-Entry System”) maintained by The Depository Trust Company (“DTC”), New York, New York. The following information concerning DTC and DTC’s book-entry system has been obtained from DTC. The District takes no responsibility for the accuracy or completeness thereof and neither the Indirect Participants nor the Beneficial Owners should rely on the following information with respect to such matters, but should instead confirm the same with DTC or the Direct Participants, as the case may be. There can be no assurance that DTC will abide by its procedures or that such procedures will not be changed from time to time. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity and will be deposited with DTC. DTC and its Participants. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

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Purchases of Ownership Interests. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. Transfers. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices will be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Voting. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of Principal, Redemption Price and Interest. Payment of principal of and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the District or the Paying Agent, on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Paying Agent or District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

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Discontinuation of Book-Entry System. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Direct Participants holding a majority position in the Bonds may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed, registered in the name of DTC’s partnership nominee, Cede & Co. (or such other name as may be requested by an authorized representative of DTC), and delivered to DTC (or a successor securities depository), to be held by it as securities depository for Direct Participants. If, however, the system of book-entry-only transfers has been discontinued and a Direct Participant has elected to withdraw its Bonds from DTC (or such successor securities depository), Bond certificates may be delivered to Beneficial Owners in the manner described herein under the caption “Registration, Transfer and Exchange of Bonds Upon Discontinuance of Book Entry Only System.” Registration, Transfer and Exchange of Bonds Upon Discontinuance of Book-Entry Only System The Paying Agent will keep or cause to be kept the Bond Register at its principal payment office or such other office designated by the Paying Agent. Upon surrender of any Bond at the principal payment office of the Paying Agent, the Paying Agent shall transfer or exchange Bonds as provided in the Resolution. Any Bond may be transferred upon the Bond Register by the person in whose name it is registered and shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in a form and with guarantee of signature satisfactory to the Paying Agent, duly executed by the Registered Owner thereof or by the Registered Owner’s duly authorized agent. The Owner requesting such transfer or exchange will be required to pay any additional costs or fees that might be incurred in the secondary market with respect to such exchange. In the event any Registered Owner fails to provide a correct taxpayer identification number to the Paying Agent, the Paying Agent may make a charge against such Registered Owner sufficient to pay any governmental charge required to be paid as a result of such failure.

SECURITY FOR THE BONDS General Pledge of Full Faith and Credit. The Bonds will constitute general obligations of the District and will be payable as to both principal and interest from ad valorem taxes, which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District. Levy and Collection of Annual Tax. Under the Resolution, there is levied upon all of the taxable tangible property within the District a direct annual tax sufficient to produce the amounts necessary for the payment of the principal of and interest on the Bonds as the same become due and payable in each year. Such taxes shall be extended upon the tax rolls in each year, and shall be levied and collected at the same time and in the same manner as the other ad valorem taxes of the District are levied and collected. The amounts calculated for levy and collection each year shall take into account the interest Subsidy Payments (as defined below in the subsection captioned “The American Recovery and Reinvestment Act of 2009”) to be received from the United States Treasury Department under the “Build America Bonds” program. If any such Subsidy Payments are cancelled or otherwise not received, the amount of such cancelled payment shall be added to the taxes to be levied and collected. The proceeds derived from said taxes and Subsidy Payments shall be deposited in the respective Debt Service Accounts for the Bonds, shall be kept separate and apart from all other funds of the District and shall be used solely for the payment of the principal or Redemption Price of and interest on the

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Bonds as and when the same become due, taking into account scheduled mandatory redemptions, if any, and the fees and expenses of the Paying Agent.

The American Recovery and Reinvestment Act of 2009

The American Recovery and Reinvestment Act of 2009 (the “Recovery Act”) authorizes the District to issue taxable bonds known as “Build America Bonds” to finance capital expenditures for which it could otherwise issue tax-exempt bonds and to elect to receive a subsidy payment from the federal government equal to 35% of the amount of each interest payment on such taxable bonds (the “Subsidy Payments”). The Bonds are being issued as Build America Bonds under the Internal Revenue Code of 1986, as amended (the “Code”). The available subsidy for the Bonds will be paid to the District; no holders of Bonds will be entitled to a tax credit. The receipt of the Subsidy Payments by the District is subject to certain requirements, including the filing of a form with the Internal Revenue Service prior to each interest payment date. The Subsidy Payments are not full faith and credit obligations of the United States. The District is obligated to make all payments of principal or Redemption Price of and interest on the Bonds whether or not it receives Subsidy Payments pursuant to the Recovery Act.

PLAN OF FINANCING The Project

On April 7, 2009, the voters of the District approved the issuance of $51,000,000 of the District’s general obligation bonds for the purpose of constructing, renovating, expanding, improving, furnishing and equipping school sites, buildings and related facilities for school purposes, including providing new and renovated science labs and other instructional space to support programs and curriculum, enhancing safety and energy efficiency, and improving HVAC, electrical, plumbing and technology systems at the elementary schools, high school and family center (collectively, the “Project”).

On October 14, 2009, the District issued $9,185,000 principal amount of General Obligation Qualified School Construction Bonds, Series 2009A (Tax Credit Bonds) pursuant to the April 7, 2009 voter authorization and will use the proceeds of such bonds to finance a portion of the costs of the Project. The District will use the proceeds of the Bonds to finance the costs of completing additional components of the Project and to pay costs of issuance of the Bonds.

Sources and Uses of Funds The following table summarizes the anticipated proceeds from the sale of the Bonds and the uses of such funds, in connection with the plan of financing:

Sources of Funds: Series 2009B Bonds: Par Amount of Series 2009B Bonds $19,280,000.00 Original Issue Premium 202,485.40 Total: $19,482,485.40 Series 2009C Bonds: Par Amount of Series 2009C Bonds $10,720,000.00 Original Issue Premium 87,186.60 Total: $10,807,186.60

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Uses of Funds: Series 2009B Bonds: Deposit to Series 2009B Account of the Capital Projects Fund $19,235,278.46 Costs of Issuance (including Underwriter’s discount) 247,206.94 Total: $19,482,485.40 Series 2009C Bonds: Deposit to Series 2009C Account of the Capital Projects Fund $10,696,976.04 Costs of Issuance (including Underwriter’s discount) 110,210.56 Total: $10,807,186.60

TAX MATTERS The following is a summary of the material Federal and State of Missouri income tax consequences of holding and disposing of the Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of Federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of owners subject to special treatment under the Federal income tax laws (for example, dealers in securities or other persons who do not hold the Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Missouri, does not discuss the consequences to an owner under any state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Bonds in the secondary market at a premium or a discount. Prospective investors are advised to consult their own tax advisors regarding Federal, state, local and other tax considerations of holding and disposing of the Bonds. Federal Income Tax Consequences to Owners of the Bonds TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, OWNERS OF THE BONDS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS OFFICIAL STATEMENT RELATING TO THE BONDS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY OWNERS OF THE BONDS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THOSE OWNERS UNDER THE INTERNAL REVENUE CODE; (B) THE DISCUSSION OF FEDERAL TAX ISSUES IN THIS OFFICIAL STATEMENT RELATING TO THE BONDS WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THOSE BONDS; AND (C) OWNERS OF THE BONDS SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX ADVISOR BASED ON THEIR PARTICULAR CIRCUMSTANCES. Opinion of Bond Counsel Regarding the Bonds

Missouri Tax Exemption. The stated interest on the Bonds is exempt from income taxation by the State of Missouri. Federal Tax Status of the Bonds as Build America Bonds; Interest Taxable

Election. The District will elect to treat the Bonds as qualified “build America bonds” under Section

54AA of the Code and will elect to receive a direct payment from the U.S. Treasury equal to a portion of the interest payable on the Bonds (“Build America Bonds - Direct Payment”).

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Bond Interest Taxable. The interest on the Bonds will be included in gross income for Federal income tax purposes in accordance with the owner’s normal method of accounting.

No Opinion. Bond Counsel is not rendering any opinion to owners of the Bonds regarding the

qualification of the Bonds as Build America Bonds – Direct Payment or the treatment of interest on the Bonds for federal income taxation. Purchasers of Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Bonds, including the possible application of state, local, foreign and other tax laws. Other Federal Income Tax Consequences Applicable to Owners of Bonds Bonds Purchased at a Premium. If a Bond is purchased at a price that exceeds the stated redemption price of the Bond at maturity, the excess of the purchase price over the stated redemption price at maturity constitutes premium on the Bond, and that Bond is referred to in this discussion as a “Taxable Premium Bond.” Under Section 171 of the Code, the purchaser of a Taxable Premium Bond may elect to amortize the premium over the term of the Taxable Premium Bond using constant yield principles, based on the purchaser’s yield to maturity. An owner of a Taxable Premium Bond amortizes bond premium by offsetting the qualified stated interest allocable to an accrual period with the bond premium allocable to that accrual period. This offset occurs when the owner takes the qualified stated interest into income under the owner’s regular method of accounting. If the premium allocable to an accrual period exceeds the qualified stated interest for that period, the excess is treated by the owner as a deduction under Section 171(a)(1) of the Code. As premium is amortized, the owner’s basis in the Taxable Premium Bond will be reduced by the amount of amortizable premium properly allocable to the owner. Prospective investors should consult their own tax advisors concerning the calculation and accrual of bond premium. Sale or Exchange. Upon the sale, exchange or retirement (including redemption) of a Bond, an owner of the Bond generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Bond (other than in respect of accrued and unpaid interest) and the owner’s adjusted tax basis in the Bond. To the extent the Bonds are held as a capital asset, the gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Bond has been held for more than 12 months at the time of sale, exchange or retirement. Information Reporting and Backup Withholding. In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on the Bonds, and to the proceeds paid on the sale of Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to these payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner’s Federal income tax liability.

LEGAL MATTERS Legal matters with respect to the authorization, execution and delivery of the Bonds are subject to the approval of Gilmore & Bell, P.C., St. Louis, Missouri, Bond Counsel. Gilmore & Bell, P.C. will also pass upon certain legal matters relating to this Official Statement. The legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transactions opined upon or of the future performance of parties to such

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transaction, and the rendering of an opinion does not guarantee the outcome of any legal dispute that may arise out of the transaction.

BOND RATING

Standard & Poor’s Ratings Services, a division of the McGraw–Hill Companies (the “Rating Agency”) has assigned a rating to the Bonds of “AAA” based on the underlying credit of the District. The rating reflects only the view of the Rating Agency at the time such rating is given, and the Underwriter and the District make no representation as to the appropriateness of such rating. An explanation of the significance of such rating may be obtained from the Rating Agency.

The District has furnished the Rating Agency with certain information and materials relating to the Bonds and the District that have not been included in this Official Statement. Generally, rating agencies base their ratings on the information and materials so furnished and on investigations, studies and assumptions made by the rating agencies. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the rating agency originally establishing such rating, circumstances so warrant. Neither the Underwriter nor the District has undertaken any responsibility to bring to the attention of the holders of the Bonds any proposed revision or withdrawal of the rating of the Bonds or to oppose any such proposed revision or withdrawal. Any such revision or withdrawal of the ratings could have an adverse effect on the market price and marketability of the Bonds.

CONTINUING DISCLOSURE UNDERTAKING

The District will covenant in the Continuing Disclosure Agreement dated as of the date of delivery of the Bonds (the “Continuing Disclosure Agreement”), between the District and The Bank of New York Mellon Trust Company, N.A., as Dissemination Agent, to provide certain financial information and operating data relating to the District (updated within not later than 180 days following the end of its fiscal year, which currently ends on June 30) (the “Annual Report”) commencing with the Annual Report for the fiscal year ending June 30, 2010, and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report shall be filed by or on behalf of the District with the Municipal Securities Rulemaking Board (the “MSRB”) via the Electronic Municipal Market Access system (“EMMA”), each Participating Underwriter, and to each holder of Outstanding Bonds who makes a request for such information. The Annual Report shall include:

(1) The audited financial statements of the District for the prior fiscal year, prepared in accordance with generally accepted accounting principles (accrual basis of accounting).

(2) The information relating to the District and its operations set forth in APPENDIX A of this

Official Statement dated October 21, 2009 relating to the Bonds, set forth in the tables under the sections captioned: “THE DISTRICT – History of Enrollment,” “FINANCIAL INFORMATION CONCERNING THE DISTRICT – Sources of Revenue,” “PROPERTY TAX INFORMATION – Property Valuations – History of Property Valuations,” “– Tax Rates,” “– Tax Collections” and “– Major Property Taxpayers” and information with respect to litigation if, in the judgment of the District, such litigation would have a material adverse effect on the financial condition of the District.

The District shall also provide, in a timely manner, to the MSRB via EMMA written notice of the occurrence of any of the following events with respect to the Bonds, if such event is material (“Material Events”):

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a. principal or interest payment delinquencies; b. non-payment related defaults; c. unscheduled draws on debt service reserves reflecting financial difficulties; d. unscheduled draws on credit enhancements reflecting financial difficulties; e. substitution of credit or liquidity providers, or their failure to perform; f. adverse tax opinions or events affecting the tax status of the Bonds; g. modifications to rights of the owners of the Bonds; h. any call of the Bonds for redemption, in whole or in part (other than mandatory sinking fund redemptions or redemptions at maturity); i. defeasances; j. release, substitution or sale of property securing repayment of the Bonds; or k. rating changes. Nothing in the Continuing Disclosure Agreement shall prevent the District from disseminating any other information in addition to that which is required by the Continuing Disclosure Agreement. If the District chooses to include any information in any Annual Report or notice of occurrence of a Material Event in addition to that which is specifically required, the District shall have no obligation to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12 promulgated by the Securities and Exchange Commission. The District has made a similar undertaking with respect to its outstanding general obligation bonds to file an Annual Report for each fiscal year of the District. The District covenanted to include in its Annual Report the District’s audited financial statements for the previous year in addition to updated information relating to the District and its operations. The District has previously failed to file its audited financial statements and failed to submit information relating to the District and its operations. As of this date, the District has made the required filings and has instituted procedures to insure that future filings are correctly made. All Annual Reports and notices of Material Events required to be filed by the District pursuant to the Continuing Disclosure Agreement must be submitted to the MSRB through EMMA. EMMA is an internet-based, online portal for free investor access to municipal bond information, including offering documents, material event notices, real-time municipal securities trade prices and MSRB education resources, available at www.emma.msrb.org. Nothing contained on EMMA relating to the District or the Bonds is incorporated by reference in this Official Statement.

ABSENCE OF LITIGATION As of the date hereof, there is no controversy, suit or other proceeding of any kind pending or to the District’s knowledge, threatened in any court (either State or federal) restraining or enjoining the issuance or delivery of the Bonds or which might affect the District’s ability to meet its obligations to pay the Bonds, or questioning, disputing or affecting in any way (i) the proceedings under which the Bonds are to be issued, (ii) the constitutionality or validity of the Bonds, (iii) the levy and collection of a tax to pay the principal and interest on the Bonds or the pledge by the District of the moneys under the Resolution of the District authorizing the issuance of the Bonds, or (iv) the legal existence of the District or its boundaries, or the title to office of the present officials of the District.

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UNDERWRITING Robert W. Baird & Co., Inc., Milwaukee, Wisconsin (the “Underwriter”) has agreed to purchase the Series 2009B Bonds at a price of $19,289,685.40 (which is equal to the aggregate principal amount of the Series 2009B Bonds, plus original issue premium of $202,485.40 less an underwriting discount of $192,800.00). The Underwriter has agreed to purchase the Series 2009C Bonds at a price of $10,729,669.10 (which is equal to the aggregate principal amount of the Series 2009C Bonds, plus original issue premium of $87,186.60 less an underwriting discount of $77,517.50). The Underwriter is purchasing the Bonds for resale in the normal course of the Underwriter’s business activities. The Underwriter reserves the right to offer any of the Bonds to one or more purchasers on such terms and conditions and at such price or prices as the Underwriter, in its discretion, shall determine.

FINANCIAL ADVISOR

Piper Jaffray & Co., St. Louis, Missouri, has been employed by the District to provide professional services in connection with the Bonds. Piper Jaffray & Co. has not undertaken an independent investigation into the accuracy of the information presented in this Official Statement.

[Remainder of Page Intentionally Left Blank.]

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MISCELLANEOUS The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is made to all such documents for full and complete statements of all matters of fact relating to the Bonds, the security for the payment of the Bonds and the rights of the Owners thereof. During the period of the offering, copies of drafts of such documents may be examined at the offices of the Underwriter; following delivery of the Bonds, copies of such documents may be examined at the principal payment office of the Paying Agent. The information contained in this Official Statement has been compiled from official and other sources that are deemed to be reliable, and while not guaranteed as to completeness or accuracy, is believed to be correct as of this date. Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. 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 shall, under any circumstances, create any implication that there has been no change in the information presented herein since the date hereof. This Official Statement is not to be construed as a contract or agreement between the District, the Paying Agent, or the Underwriter and the purchasers or Owners of any Bonds. The District has duly authorized the delivery of this Official Statement.

SCHOOL DISTRICT OF CLAYTON, ST. LOUIS COUNTY, MISSOURI

By: /s/ Omri Praiss President, Board of Education

APPENDIX A

INFORMATION REGARDING THE DISTRICT

TABLE OF CONTENTS PAGE

THE DISTRICT............................................................................................................................................. A-1

General...................................................................................................................................................... A-1 Board of Education ................................................................................................................................... A-1 Administration .......................................................................................................................................... A-1 Professional Staff ...................................................................................................................................... A-2 History of Enrollment ............................................................................................................................... A-3 School Rating and Accreditation .............................................................................................................. A-3 School Facilities........................................................................................................................................ A-4 Educational Programs and Services .......................................................................................................... A-4

ECONOMIC AND DEMOGRAPHIC INFORMATION CONCERNING THE DISTRICT ................ A-5 Commerce, Industry and Employment ..................................................................................................... A-5 Population and Other Statistics ................................................................................................................. A-7

FINANCIAL INFORMATION CONCERNING THE DISTRICT .......................................................... A-9 Accounting, Budgeting and Auditing Procedures..................................................................................... A-9 Sources of Revenue................................................................................................................................. A-10 Local Revenue ........................................................................................................................................ A-11 State Revenue.......................................................................................................................................... A-11 Federal Revenue...................................................................................................................................... A-13 Tax Limitation Provisions....................................................................................................................... A-13 Fund Placement and Expenditure Restrictions........................................................................................ A-14 Summary of Revenues, Expenditures and Fund Balances ...................................................................... A-15 Property and Liability Insurance............................................................................................................. A-17 Pension and Employee Retirement Plans................................................................................................ A-17

PROPERTY TAX INFORMATION ......................................................................................................... A-17 Property Valuations ................................................................................................................................ A-17 Tax Rates ................................................................................................................................................ A-18 Tax Collections ....................................................................................................................................... A-20 Major Property Taxpayers ...................................................................................................................... A-21 Tax Abatement and Tax Increment Financing........................................................................................ A-22

DEBT STRUCTURE OF THE DISTRICT............................................................................................... A-22 Debt Ratios and Related Information...................................................................................................... A-22 General.................................................................................................................................................... A-22 General Obligation Indebtedness ............................................................................................................ A-23 Overlapping General Obligation Indebtedness ....................................................................................... A-23 Legal Debt Capacity................................................................................................................................ A-23 Debt Service Requirements for General Obligation Bonds Outstanding................................................ A-24 Leases...................................................................................................................................................... A-24 No Prior Defaults .................................................................................................................................... A-24 Future Plans ............................................................................................................................................ A-25

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THE DISTRICT

General The School District of Clayton, St. Louis County, Missouri (the “District”) is located in the City of Clayton, Missouri, the county seat of St. Louis County, Missouri, and includes a portion of the City of Richmond Heights. The District covers an area of approximately 3.25 square miles. The District estimates that the total population within the District is approximately 17,339 with 2,481 students enrolled for the 2009-10 school year. Board of Education The District is governed by a seven-member Board of Education (the “Board”). The members of the Board are elected for staggered three-year terms. The key roles and responsibilities of the Board are to establish policies for the District, to provide for the general operation and personnel of the District and to oversee the property and affairs of the District. The Board elects a President and Vice President for one-year terms. The Secretary and Treasurer are appointed by the Board and may or may not be members of the Board.

The present members of the Board are as follows:

Year Current

Name and Title First Elected Term Expires Omri Praiss, President and Member 2005 2011 Sonny Buttar, Vice President and Member 2005 2011 Susan Buse, Treasurer and Member 2007 2010 Robert Kerr, Secretary and Member 2007 2010 Lily Raymond, Member 2006 2012 Jane Klamer, Member 2006 2012 Steve Singer, Member 2002 2011

Administration

The District’s general administrative team is headed by the Superintendent of Schools who reports directly to the Board and serves as the chief executive officer of the District. The Superintendent’s central administrative staff is comprised of an Assistant Superintendent of Teaching and Learning, an Assistant Superintendent of Human Resources and Student Services and a Chief Financial Officer. Brief resumes of the administrative staff are in the following paragraphs.

Dr. Don Senti, Superintendent. Dr. Senti has been the Superintendent of the District for fourteen

years. Previously he served as Superintendent of the Parkway C-2 School District from 1989 to 1995. From 1970 to 1989 he served the Parkway School District as an assistant principal, a principal and assistant superintendent. He received a Bachelor of Science degree in Education and Political Science and a Master of Education Administration from Kansas University. He earned an E.S.Ed., Administration and Ed.D., Administration from St. Louis University. In July 2008, Dr. Senti announced his intention to retire from the District at the end of the 2009-10 school year. The Board has started a national search for his replacement. The District has decided to use the services of Hazard, Young, Attea & Associates to search for Dr. Senti’s replacement.

Dr. Dorothy (Dottie) Barbeau, Assistant Superintendent of Teaching and Learning. Dr. Barbeau was

named Assistant Superintendent of Teaching and Learning in 2007. Dr. Barbeau was the Curriculum Director for Waterloo Community Unit School District in Waterloo, IL. from 2005 to 2007. Dr. Barbeau served as Adjunct Professor in the School of Education at Webster University and Program Director for the School of

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Behavioral and Social Sciences from 2001 to 2007, and has been a Gifted Education teacher in the Rockwood School District. She received her B.A. in Elementary Education and Psychology and her M.A. in Education from Washington University. She holds a Doctor of Education degree from Saint Louis University.

Dr. Sharmon B. Wilkinson, Assistant Superintendent of Human Resources and Student Services. Dr.

Wilkinson was named Assistant Superintendent of Human Resources and Student Services in 1997. She held a similar position with the Special School District of St. Louis County, Missouri from 1989 to 1997. She received her Bachelor of Arts degree at Michigan State University, a Master of Science degree from the University of Dayton, and an Education Doctorate Degree from St. Louis University.

Mark Stockwell, Chief Financial Officer. Mr. Stockwell was named Chief Financial Officer for the

District in September 2007. His previous experience includes being the Chief Financial Officer for Parkway C-2 School District from 1999 through August 2007. Prior to working at Parkway C-2 School District, he worked in various financial positions for the State of Illinois and the City of Carbondale, Illinois. He earned a Bachelor of Science degree and a Master of Business Administration from Eastern Illinois University. Mr. Stockwell is a Certified Public Accountant and holds certifications as a Government Finance Officer.

Professional Staff

The District’s entire staff of administrators, teachers, nurses, office workers, custodians, maintenance and cafeteria workers are all dedicated to the same goal: working to provide students with the atmosphere, comfort, instruction and support they need to achieve their highest potential.

The following table shows certified and non-certified personnel figures for the District for the school years indicated:

School Year

Certificated Personnel

Non-Certificated Personnel

Total

2005-06 322 185 507 2006-07 328 175 503 2007-08 314 189 503 2008-09 320 183 503 2009-10 324 187 511

Teacher qualifications - The average years of teaching experience for the 2008-09 school year was

16.1 years. Approximately 88.6% of the teaching staff have a master’s degree or higher. Approximately 65.8% of the staff is tenured. Many are accomplished experts for fields such as writing, history, music, art, science and athletics. They are highly sought-after speakers for local, state and nationwide conventions, and frequently are invited to write articles for assorted professional publications.

Staff recruitment and hiring - The District maintains its present staff’s high standards for quality by

hiring the best candidates available for new openings. The District’s interviewing and selection procedures for professional staff are extensive and sophisticated.

Staff development program - The District conducts an ongoing staff development program to help keep up to date on the latest in educational research and theory. Days during the school years are set aside specifically for this purpose, as are several days during the summer. The District also sends teachers to many workshops conducted outside the District.

The starting teacher’s salary for the 2009-10 school year was $39,000 with an average teacher salary of $66,919. The current maximum salary is $89,322.

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The District has a pupil teacher ratio of approximately 15:1 at the elementary level and 11:1 at the secondary level.

History of Enrollment Listed below are the District’s Fall enrollment figures for the last four and current school years:

Grade 2005-06 2006-07 2007-08 2008-09 2009-10(1)

K 149 178 161 166 173 1st 161 173 174 168 177 2nd 170 177 167 163 178 3rd 172 192 179 168 163 4th 172 185 196 188 175 5th 171 174 180 193 198 6th 188 192 184 185 195 7th 170 219 201 189 196 8th 201 187 220 199 189 9th 231 207 199 232 200 10th 208 232 210 197 229 11th 249 185 234 212 201 12th 218 237 174 227 207

Total 2,460 2,538 2,479 2,487 2,481

Source: District’s reports of Fall enrollment data filed with Missouri Department of Elementary and Secondary Education and

the District (1) 2009-10 numbers are based on enrollment as of August 24, 2009. School Rating and Accreditation Missouri law requires the Department of Elementary and Secondary Education (“DESE”) to regularly evaluate each public school district. The process of accrediting school districts is mandated by State law, and the specific responsibilities are outlined both by rules of the State Board of Education and in Section 161.092 of the Revised Statutes of Missouri, as amended. Under DESE’s current accreditation system, school districts are evaluated every five years based on DESE standards in three areas: resource standards, educational process standards and performance standards. Districts receive an evaluation judgment for each of the three sets of standards and an overall evaluation, which evaluations are in one of three categories: “accredited,” “provisionally accredited” or “unaccredited.” As of July 2009, 512 (97.9%) of all school districts in the State were “accredited,” 8 (1.5%) were “provisionally accredited,” 1 (0.2%) was accredited on an “interim” basis and 2 (0.4%) were “unaccredited” under the Missouri School Improvement Program (“MSIP”) rating system. DESE has assigned the District “accredited” status, the highest accreditation status given by DESE. The District’s next MSIP review will be in the 2010-2011 school year. Annually, DESE gives special recognition to certain school districts that have demonstrated outstanding academic performance and consistent progress in the areas that are measured by the State’s school-accreditation standards. For the 2008-2009 school year, DESE awarded the District the prestigious “Distinction in Performance Award.” The award is based on the same 14 academic standards used in the accreditation review process. To receive the award, a school district must meet 13 out of the 14 standards, including all of the Missouri Assessment Program based measures. The District met all 14 standards and received the “High Achievement” level of Distinction in Performance Award.

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School Facilities The District currently owns and operates 1 high school, 1 middle school, 3 elementary schools and 1 prekindergarten school. Listed below is information about each of the schools currently operated by the District.

Clayton High School Location: 1 Mark Twain Center Enrollment: 836 Grade Span: 9-12

Wydown Middle School Location: 6500 Wydown Enrollment:580 Grade Span: 6-8

Ralph M. Captain Elementary Location: 6345 Northwood Avenue Enrollment: 318 Grade Span: K-5

Glenridge Elementary School Location: 7447 Wellington Enrollment: 384 Grade Span: K-5

Meramec Elementary Location: 400 S. Meramec Avenue Enrollment: 362 Grade Span: K-5

Family Center Location: 301 North Gay Enrollment: 119 Grade Span: PK

Educational Programs and Services In addition to a superior regular academic curriculum, the District offers a broad range of other programs for students, including gifted/talented opportunities, English as a Second Language, fine arts, advanced college placement, interscholastic and intramural athletics, assistance for at-risk students, reading and writing across the curriculum and others. District educational services extend beyond the broad K-12 program – the District’s Early Childhood Education Program serves children before they attend kindergarten and the District’s Clayton Connection supports community activities to build intergenerational relationships between the District’s students and community members.

[Remainder of Page Intentionally Left Blank.]

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ECONOMIC AND DEMOGRAPHIC INFORMATION CONCERNING THE DISTRICT

Commerce, Industry and Employment Major Employers. Listed below are the major employers located in the District and the approximate number of employees employed within the St. Louis metropolitan area by each: Name Product or Service Employment 1. St. Louis County County government 1,850 2. Enterprise Rent-A Car Car leasing 769 3. Clayton Corporate Management Real estate 675 4. Brown Group Shoe manufacturer 633 5. Commerce Bank Bank 537 6. Clayton School District Public education 503 7. Centene Management Company Health care consulting 475 8. Restaurant at Ritz Carlton Restaurant 365 9. Ritz Carlton Hotel 301 10. Rehab Care Group Inc. Health care 288 Source: Comprehensive Audit Financial Report of the City of Clayton, Missouri for the Fiscal Year ending September 30, 2008. Unemployment. The following table sets forth estimates of the total labor force, number of employed and unemployed workers in St. Louis County and, for comparative purposes, the unemployment rates for the State of Missouri and the United States for 2004 through 2008:

St. Louis County Labor Force Unemployment Rates

Year

Employed

Unemployed

Total St. Louis County

State of Missouri

United States

2004 507,758 29,725 537,483 5.5% 5.8% 5.5% 2005 505,920 27,391 533,311 5.1 5.4 5.1 2006 504,115 24,698 528,813 4.7 4.8 4.6 2007 497,689 25,761 523,450 4.9 5.1 4.6 2008 489,215 30,920 520,135 5.9 6.1 5.8

Source: U.S. Department of Labor, Bureau of Labor Statistics.

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The following table represents workforce by occupation in the District, St. Louis County and the State of Missouri according to the 2000 Census:

District St. Louis County State of Missouri Occupation Number Percent Number Percent Number Percent Management, professional and related occupations 4,926 67.9% 210,366 41.6% 836,005 31.4% Service 470 6.5 63,158 12.5 399,052 15.0 Sales and office 1,609 22.2 148,738 29.4 714,303 26.9 Farming, fishing and forestry 0 0.0 513 0.1 17,240 0.6 Construction, extraction and maintenance 136 1.9 32,105 6.4 259,266 9.8 Production, transportation and material moving 118 1.6 50,370 10.0 432,058 16.3 Total 7,259 100.0% 505,250 100.0% 2,657,924 100.0%

Source: U.S. Bureau of the Census (2000 Census). The following table represents employees by industry in St. Louis County and the State of Missouri according to the 2000 Census

St. Louis County

State of Missouri

Industry Number Percent Number Percent Agriculture, forestry, fishing, hunting and mining 1,146 0.2% 58,415 2.2% Construction 24,817 4.9 182,858 6.9 Manufacturing 64,212 12.7 393,440 14.8 Wholesale trade 21,290 4.2 97,021 3.7 Retail trade 57,061 11.3 315,872 11.9 Transportation and warehousing and utilities 27,141 5.4 150,641 5.7 Information 19,021 3.8 80,623 3.0 Finance, insurance, real estate, and rental and leasing 45,603 9.0 177,651 6.7 Professional, scientific, management, administrative and waste management services 56,101 11.1 198,547 7.5 Educational, health and social services 109,440 21.7 541,715 20.4 Arts, entertainment, recreation, accommodation and food services 38,345 7.6 206,295 7.8 Other services (except public administration) 24,398 4.8 132,940 5.0 Public administration 16,675 3.3 121,906 4.6 Total 505,250 100.0% 2,657,924 100.0%

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Population and Other Statistics

The following table shows the populations of the District, St. Louis County and the State of Missouri:

District St. Louis County State of Missouri

Population Percent Change

Population

Percent Change

Population

Percent Change

2000 17,623 +8.4% 1,016,315 +2.29% 5,595,211 +9.34% 1990 16,260 N/A 993,529 N/A 5,117,073 N/A

Source: U.S. Bureau of the Census (2000 Census).

The following table shows the median age of the populations of the District, St. Louis County and the

State of Missouri, according to the 2000 Census:

Median Age

District 29.6 St. Louis County 37.5 State of Missouri 36.1

Source: U.S. Bureau of the Census (2000 Census).

The per capita income and median family income according to the 2000 Census for the District, and for comparative purposes, St. Louis County and the State of Missouri, are:

District

St. Louis County

State of Missouri

Per Capita Income $ 38,869 $27,595 $19,936 Median Family Income 104,957 61,680 46,044

Source: U.S. Bureau of the Census (2000 Census).

The following table represents the distribution of household income for the District, St. Louis County and the State of Missouri according to the 2000 Census:

District St. Louis County State of Missouri Income

Number

Percent

Number

Percent

Number

Percent

Under $10,000 333 5.5% 23,049 5.7% 221,242 10.1% $10,000 to $14,999 191 3.2 18,211 4.5 154,370 7.0 $15,000 to $24,999 370 6.1 43,402 10.7 319,986 14.6 $25,000 to $34,999 690 11.4 49,378 12.2 314,611 14.3 $35,000 to $49,999 842 13.9 65,737 16.2 385,315 17.5 $50,000 to $74,999 1,113 18.3 85,179 21.1 415,772 18.9 $75,000 to $99,999 480 7.9 48,720 12.0 193,561 8.8 $100,000 to $149,999 813 13.4 42,141 10.4 125,566 5.7 $150,000 or more 1,241 20.4 28,790 7.1 66,791 3.0 Total 6,073 100.0% 404,607 100.0% 2,197,214 100.0%

Source: U.S. Bureau of the Census (2000 Census).

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The following table presents per capita personal income(1) for St. Louis County and the State of Missouri for the years 2003 through 2007, the latest date for which such information is available:

St. Louis County State of Missouri

Year

Per Capita

Personal Income

% Change

Per Capita

Personal Income

% Change

2003 $43,075 N/A $29,122 N/A 2004 44,888 +4.20% 30,283 +3.99% 2005 46,361 +3.28 31,202 +3.03 2006 48,848 +5.36 32,514 +4.20 2007 51,710 +5.85 33,964 +4.46

(1) “Per Capita Personal Income” is the annual total personal income of residents divided by the resident population as of

July 1. “Personal Income” is the sum of net earnings by place of residence, rental income of persons, personal dividend income, personal interest income, and transfer payments. “Net Earnings” is earnings by place of work - the sum of wage and salary disbursements (payrolls), other labor income, and proprietors’ income - less personal contributions for social insurance, plus an adjustment to convert earnings by place of work to a place-of-residence basis. Personal Income is measured before the deduction of personal income taxes and other personal taxes and is reported in current dollars (no adjustment is made for price changes).

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

Set forth below are the median (owner-occupied) house values according to the 2000 Census for the District, and for comparative purposes, St. Louis County and the State of Missouri.

Median House Value District $408,324 St. Louis County 116,600 State of Missouri 89,900

Source: U.S. Bureau of the Census (2000 Census). The value of specified owner-occupied housing units of the District, St. Louis County and the State of Missouri was, according the 2000 Census, as follows:

District St. Louis County State of Missouri Value

Number

Percent

Number

Percent

Number

Percent

Under $50,000 7 0.3% 20,167 7.2% 198,814 16.7% $50,000 to $99,999 80 3.3 97,337 34.8 491,675 41.4 $100,000 to $149,999 141 5.8 64,418 23.1 262,103 22.1 $150,000 to $199,999 108 4.4 38,491 13.8 117,791 9.9 $200,000 to $299,999 384 15.8 32,423 11.6 74,880 6.3 $300,000 or more 1,712 70.4 26,505 9.5 43,179 3.6 Total 2,432 100.0% 279,341 100.0% 1,188,442 100.0%

Source: U.S. Census Bureau (2000 Census).

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FINANCIAL INFORMATION CONCERNING THE DISTRICT Accounting, Budgeting and Auditing Procedures General. The District’s financial statements include all funds, account groups, departments, agencies, boards, commissions and other organizations over which the District is financially accountable.

Accounts are organized on the basis of funds or groups of accounts, each of which is considered to be a separate set of self-balancing accounts which comprise its assets, liabilities, fund balances, revenues, expenditures and expenses. The following are the funds and account groups used by the District:

General (Incidental) Fund – This fund is used to account for general activities of the District, including expenditures for noncertified employees, pupil transportation costs, plant operation, fringe benefits, student body activities, community services, food service and any expenditures not required or permitted to be accounted for in other funds.

Special Revenue (Teachers’) Fund – This fund is used to account for expenditures for certified employees involved in administration and instruction. It includes revenues restricted by the State and the local tax levy for the payment of teacher salaries and certain employee benefits.

Debt Service Fund – This fund is used to account for the accumulation of resources for, and the payment of, principal, interest and fiscal charges on long-term debt.

Capital Projects Fund – This fund is used to account for the proceeds of long-term debt, taxes and other revenues to be used for the acquisition or construction of major capital assets.

Enterprise Fund – This fund is used to account for business-type activities in which costs of services provided to constituents of the District are either fully or mostly recovered through service charges to the users of such services or from transfers from other funds.

Basis of Accounting. Basis of accounting refers to when revenues and expenditures are recognized in the accounts and reported in the financial statements. The District’s accounting system for governmental funds reflect the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recognized when measurable and available. At the end of the year, the governmental funds are converted from the modified accrual basis to the accrual basis for presentation in District-wide financial statements. Under the accrual basis of accounting, revenues are recognized when earned and expenses are recognized when the liability is incurred or economic asset is used.

Budgets and Budgetary Accounting. The District follows these procedures in establishing the budgetary data reflected in the financial statements: 1. In accordance with Chapter 67 of the Revised Statutes of Missouri, as amended, the District

adopts a budget for each fund. 2. Prior to July, the Superintendent, who serves as the budget officer, submits to the Board a

proposed budget for the fiscal year beginning on the following July 1. The proposed budget includes estimated revenues and proposed expenditures for all District funds. Budgeted expenditures cannot exceed beginning available monies plus estimated revenues for the year.

3. A public hearing is conducted to obtain taxpayer comments. Prior to its approval by the

Board, the budget document is available for public inspection. 4. Prior to July 1, the budget is approved by a vote of the Board.

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5. Subsequent to its formal approval of the budget, the Board has the authority to make necessary adjustments to the budget by formal vote of the Board. Adjustments made during the year are reflected in the budget information included in the financial statements.

The financial records of the District are audited annually by an independent public accountant in accordance with generally accepted auditing standards. The most recent annual audit has been performed by Kerber, Eck & Braeckel LLP, Certified Public Accountants, St. Louis, Missouri. A copy of the audit for the fiscal year ended June 30, 2009, is included in this Official Statement as Appendix B. A summary of significant accounting policies of the District is contained in the Notes accompanying the financial statements in Appendix B. The District neither requested nor received the consent of Kerber, Eck & Braeckel LLP to the inclusion of its audit report in this Official Statement. Neither the firm of Kerber, Eck & Braeckel LLP, nor any other independent accountants, has examined the District’s records, or performed any procedures with respect to the District since the date of the District’s audit for the fiscal year ended June 30, 2009. Sources of Revenue

Missouri school districts finance their operations through the local property tax levy, State sales tax, State Aid, federal grant programs and miscellaneous sources including State Aid for Transportation, State Aid for Handicapped Students, a State sales tax on cigarettes (“fair share revenues”) and a pro rata share of interest income from the counties in which each school district operates. Debt service is financed primarily through local property taxes.

The following table shows the allocation of the District’s revenue from the various sources for the

fiscal year ended June 30, 2009.

Revenue Source % of Total Local Revenue 94.66% County Revenue 0.65 State Revenue 2.73 Federal Revenue 1.45 Other Revenue 0.51 Total 100.00%

Source: District’s Annual Secretary of the Board report filed with the Missouri Department of Elementary and Secondary Education.

The following table shows the District’s sources of revenues for the fiscal years shown below:

Fiscal

Year Ended

June 30

Local

Revenue

County

Revenue

State

Revenue

Federal Revenue

Other

Revenue

Total

Revenue

2006 $44,687,042 $309,996 $1,316,479 $734,102 $404,102 $47,451,721 2007 45,126,410 353,595 1,357,514 637,727 384,464 47,859,710 2008 46,405,212 360,198 1,409,463 539,158 403,120 49,117,151 Source: District’s Audited Financial Statements for the fiscal years ended 2006 - 2008.

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Local Revenue The primary sources of “local revenue” are (1) taxes upon real and personal property within a district, excluding railroad and utility property taxes, which are more fully described below under the caption “PROPERTY TAX INFORMATION,” (2) fines and forfeitures collected as a result of violations within a district’s boundaries, (3) a district’s allocable portion of state assessed railroad and utility property taxes collected and distributed by the county or counties in which it is located, and (4) receipts from a 1% state sales tax (commonly referred to as “Proposition C revenues”). For school taxation purposes, all state assessed railroad and utility property within a county is taxed uniformly at a rate determined by averaging the tax rates of all school districts in the county. No determination is made of the assessed value of the railroad and utility property that is physically located within the boundaries of each school district. Such tax collections for each county are distributed to the school districts within that county according to a formula, based in part on total student enrollment in each district and in part on the taxes levied by each district. Proposition C revenues are generated by a 1-cent state sales tax that was approved by the voters in 1982. The sales tax proceeds are deemed to be “local” revenues for school district accounting purposes. Under prior law, every school district in the State received a flat amount of Proposition C revenue for each eligible pupil. Effective July 1, 2006 such revenue is being distributed under the provisions of a revised state aid formula using weighted average daily attendance (see the section below captioned “FINANCIAL INFORMATION CONCERNING THE DISTRICT – State Revenue”). The following table shows the amounts of Proposition C revenue per pupil distributed for each of the fiscal years shown below:

Fiscal Year Ended June 30

Proposition C Revenue

2002 $779.34 2003 757.87 2004 792.14 2005 812.74 2006 857.07 2007 856.93(1) 2008 862.00(1) 2009 794.00(1)

(1) Per weighted average daily attendance. Source: Missouri Department of Elementary and Secondary Education. Under Proposition C, after determining its budget and the levy rate needed to produce required revenues to fund the budget, a school district must reduce the operating levy by an amount sufficient to decrease the revenues it would have received therefrom by an amount equal to approximately one-half of the estimated revenues to be received through Proposition C during the year. School districts may submit propositions to voters to forego some or all of the reduction in the operating levy that is otherwise required under terms of Proposition C. The voters within the District approved the elimination of the sales tax reduction requirement in February 1994. State Revenue The primary source of state revenue is provided under a formula enacted by Sections 163.011 through 163.071, Revised Statutes of Missouri, as amended. In its 2005 regular session, the Missouri General Assembly approved significant changes to the formula by adoption of Senate Bill 287 (“SB 287”), which became effective July 1, 2006 (other than certain changes to special education policies, which became effective August 28, 2005). SB 287 is intended to transition the State away from the prior local tax rate based formula,

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to a formula that is primarily student-needs based. The new formula is being phased in over a seven-year period, starting with the 2006-07 fiscal year. For the phase-in period, generally speaking, state aid for each school district will be calculated based on the following percentages of state aid paid to the district in the 2005-06 fiscal year and state aid payable to the new formula established under SB 287:

Phase-In Year

Percentage of 2005-06

State Aid Payment

Percentage of SB 287

Formula 2006-07 85% 15% 2007-08 70 30 2008-09 56 44 2009-10 42 58 2010-11 28 72 2011-12 14 86 2012-13 0 100

Effective for the 2006-07 school year, the basic formula for distribution of state aid to Missouri school districts is calculated pursuant to a formula that is primarily affected by a district’s weighted average daily attendance (“ADA”). Weighted ADA, under the new formula, is based upon regular term ADA plus summer school ADA, with additional weight assigned for students who qualify for free and reduced lunch, receive special education services, or possess limited English language proficiency. The amount of a school district’s basic state aid is determined under the new formula by multiplying a school district’s ADA by the “state adequacy target,” which is an amount calculated by DESE every two years as the minimum amount of funds a school district needs in order to educate each student, and then reducing that figure by the school district’s “local effort,” further described in the next paragraph. For the 2006-07 school year, DESE set the state adequacy target at $6,117. The law provides that the recalculation by DESE can never result in a decrease from the previous state adequacy target amount. For the 2007-08 fiscal year, the “local effort” figure utilized in a school district’s state aid calculation is the amount of locally generated revenue that the school district would have received in the 2006-07 fiscal year if its operating levy was set at $3.05. The $3.05 amount is called the “performance levy.” After the 2006-07 fiscal year, a school district’s “local effort” amount will be frozen at the 2006-07 amount, except for adjustments due to increased locally collected fines or decreased assessed valuation in the district. Future growth in assessed valuation and operating levy increases above $3.05 will result in additional local revenue to a school district, without affecting state aid payments. Similarly, a school district’s inability or failure to impose an operating levy of at least $3.05 will result in lower amounts of local revenue, but will not impact future state aid payments. A “hold harmless” provision in SB 287 provides that no school district will receive less state aid, calculated on a per weighted ADA basis than it received in the 2005-06 fiscal year. To receive increases of state aid above this level requires that the total of a district’s local property tax levies in its Incidental and Teachers’ Funds must be at least $2.75 per $100 assessed valuation. Levy reductions required as a result of a “Hancock rollback” will not affect a district’s eligibility for state aid increases. In addition to state aid distributed pursuant to the basic formula described above, SB 287 provides for distribution of certain categorical sources of state aid to school districts. These include (1) 75% of allowable transportation costs, (2) the career ladder entitlement, (3) the vocational education entitlement, and (4) educational and screening program entitlements. SB 287 also provides for a separate distribution of that portion of the State’s gambling revenues, which state law requires be distributed to school districts on the basis of average daily attendance (versus weighted ADA, which applies to the basic formula distribution). These categorical sources of state aid and gambling revenue distributions had historically been included in basic formula state aid.

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Federal Revenue

School districts receive certain grants and other revenue from the federal government, which are usually required to be used for the specified purposes of the grant or funding program.

The federal “No Child Left Behind” law requires that every public school student must score at a

“proficient” level or higher in math and reading by 2014. Each state establishes its own proficiency levels. Federal sanctions for school districts that fail to meet established proficiency standards include providing parents and students from underperforming schools within a district the right to request a transfer to a school within the district that meets proficiency standards. In addition, schools that continue to fail to meet proficiency standards must, in addition to transfers and tutoring, make additional changes in staffing, curriculum and management. Federal sanctions apply only to public schools that receive Title I federal money. The District has been notified that some of its schools failed to meet the applicable proficiency standards. Tax Limitation Provisions The operating levy of a school district (consisting of all ad valorem taxes levied except the debt service levy) cannot exceed the “tax rate ceiling” for the current year without voter approval. Under Article X, Section 11(b) of the Missouri Constitution, a school district may increase its operating levy up to $2.75 per $100 assessed valuation without voter approval. Any increase above $2.75, however, must be approved by a majority of the voters voting on the proposition. Further, pursuant to Article X, Section 11(c) of the Missouri Constitution, any increase above $6.00 must be approved by two-thirds of the voters voting on the proposition. Without the required percentage of voter approval, the tax rate ceiling cannot at any time exceed the greater of the tax rate in effect in 1980 or the most recent voter-approved tax rate (as adjusted pursuant to the provisions of the Hancock Amendment and SB 711, more fully explained below). The tax levy for debt service on a school district’s general obligation bonds is exempt from these limitations upon the tax rate ceiling. Article X, Section 22(a) of the Missouri Constitution (popularly known as the “Hancock Amendment”), approved in 1980, places limitations on total state revenues and the levying or increasing of taxes without voter approval. The Missouri Supreme Court has interpreted the definition of “total state revenues” to exclude voter-approved tax increases. The Hancock Amendment also includes provisions requiring tax rate roll backs by local governmental units. By statute, in each odd-numbered year, the value of taxable real and personal property is reassessed. If the new assessed valuation of property, excluding the value of new construction and improvements, increases by a larger percentage than the increase in the Consumer Price Index from the previous year (or 5%, if greater), the current tax levy ceiling must be reduced to yield the same gross revenue from existing property, adjusted for changes in the Consumer Price Index, as could have been collected at the existing tax levy ceiling on the prior assessed value. This reduction is often referred to as a “Hancock rollback.” The limitation on local governmental units does not apply to taxes levied in the Debt Service Fund for the payment of principal and interest on general obligation bonds. In 2008, through the enactment of Senate Bill 711 (“SB 711”), the Missouri General Assembly approved further limitations on the amount of property taxes that can be imposed by a local governmental unit. Prior to the enactment of SB 711, a Hancock rollback would not necessarily result in a reduction of a district’s actual operating tax levy if its current tax levy was less than its current tax levy ceiling, due to the district’s voluntary rollback from the maximum authorized tax levy. Under SB 711, in reassessment years (odd-numbered years), the Hancock rollback is applied to a district’s actual operating tax levy, regardless of whether that levy is at the district’s tax levy ceiling. This further reduction is sometimes referred to as an “SB 711 rollback.” In non-reassessment years (even-numbered years), the operating levy may be increased to the district’s tax levy ceiling (as adjusted by the Hancock rollback), only after a public hearing and adoption of a resolution or policy statement justifying the action.

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Fund Placement and Expenditure Restrictions General. With few exceptions, revenues of school districts are required to be deposited, at the board of education’s discretion, in the Incidental or Teachers’ Funds. Money required to be deposited in the Incidental Fund includes money received from other districts for transportation and 25% of basic formula state aid, excluding state aid distributed from the Classroom Trust Fund (gaming revenues). The proceeds of property tax levies must be placed in the fund for which the levy was extended. Money donated to the school districts is to be deposited in the fund where it can be expended to meet the purpose for which it was donated and accepted. Money received from any other source whatsoever may be placed to the credit of the fund or funds designated by the school board. Mandatory Deposit and Expenditures of Certain Amounts in the Teachers’ Fund. Under SB 287, the following state and local revenues must be deposited in the Teachers’ Fund each year: (1) 75% of basic formula state aid, excluding state aid distributed from the Classroom Trust Fund (gaming revenues); (2) 75% of one-half of the district’s local share of Proposition C revenues; (3) 100% of the career ladder state matching payments; and (4) 100% of local revenue from fines and escheats based on violations or abandoned property within the district’s boundaries. SB 287 provides that certificated staff compensation includes the costs of public school retirement and Medicare for those staff members. Those costs will, therefore, be paid from the Teachers’ Fund, rather than the Incidental Fund. School districts are required to spend for certificated staff compensation and tuition expenditures each year the amounts described in clauses (1) and (2) of the preceding paragraph. School districts are further required to spend for certificated staff compensation and tuition expenditures each year, per the second preceding year’s weighted ADA, as much as was spent in the previous year from local and county tax revenues deposited in the Teachers’ Fund, plus the amount of any transfers from the Incidental Fund to the Teachers’ Fund that are calculated to be local and county tax sources. This amount is to be determined by dividing local and county tax sources in the Incidental Fund by total revenue in the Incidental Fund. Failure to satisfy the deposit and expenditure requirements applicable to the Teachers’ Fund will result in a deduction of the amount of the expenditure shortfall from a district’s basic formula state aid for the following year, unless the district receives an exemption from the State Board of Education. A school board may transfer any portion of the unrestricted balance remaining in the Incidental Fund to the Teachers’ Fund. Under SB 287, any district that uses a transfer from the Incidental Fund to pay for more than 25% of the annual certificated compensation obligation of the district and has an Incidental Fund balance on June 30 in any year in excess of 50% of the combined Incidental and Teachers’ Fund expenditures for the fiscal year just ended, will be required to transfer the excess from the Incidental Fund to the Teachers’ Fund. Limited Sources of Funds for Capital Expenditures. School districts may only pay for capital outlays through either (1) the issuance of general obligation bonds (which are paid from a Debt Service Fund levy) or (2) amounts on deposit in the Capital Projects Fund. Sources of revenues in the Capital Projects Fund are generally limited to the school district’s local property tax levy for the Capital Projects Fund, transfers from the Incidental Fund, which are limited, and donations or payments in lieu of taxes, which are properly allocated to such fund. Pursuant to SB 287, a school district may also deposit in its Capital Projects Fund that portion of its state aid that represents the disbursement of the Classroom Trust Fund moneys (gaming revenues).

Prior to setting tax rates for the Teachers’ and Incidental Funds, each school district must annually set the tax rate for the Capital Projects Fund as necessary to meet the expenditures of the Capital Projects Fund for capital outlays, after all allowable transfers to the Capital Projects Fund. The tax rate set for the Capital Projects Fund may not, however, be set in an amount that would result in the reduction of the equalized combined tax rates for the Teachers’ and Incidental Funds to an amount below $2.75. Permitted transfers from the Teachers’ and Incidental Funds to the Capital Projects are limited in amount and pursuant to SB 287,

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beginning July 1, 2006, if a school district is in compliance with the provisions described above under the section captioned “Mandatory Deposit and Expenditures of Certain Amounts in the Teachers’ Fund,” then it may transfer from its Incidental Fund to the Capital Projects Fund the sum of the following amounts:

1. The amount to be expended for transportation equipment that is considered an allowable cost under state board of education rules for transportation reimbursements during the current year; plus

2. Any amount necessary to satisfy obligations of the capital projects fund for state-approved

area vocational-technical schools; plus 3. Current year obligations for lease-purchase obligations entered into prior to January 1, 1997;

plus 4. The amount necessary to repay costs of one or more guaranteed energy savings performance

contracts to renovate buildings in the school district, provided that the contract is only for “energy conservation measures” as defined in Section 640.651 of the Revised Statutes of Missouri, as amended, and provided that the contract otherwise satisfies applicable state law; plus

5. An amount not to exceed the greater of $162,326 or 7% of the state adequacy target

multiplied by the district’s weighted ADA (sometimes referred to as the “GTB/Line 1 transfer”).

Summary of Revenues, Expenditures and Fund Balances The following Summary Statement of Revenues, Expenditures and Changes in Fund Balances was prepared from the District’s audited financial statements. The statement set forth below should be read in conjunction with the other financial statements and notes set forth in Appendix B of this Official Statement and the financial statements on file at the District’s office.

[Remainder of Page Intentionally Left Blank.]

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SUMMARY OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES

Fiscal Years Ending 2006 2007 2008 2009 General (Incidental) Fund: Beginning Balance $ 4,953,456 $ 6,304,780 $ 8,499,215 $ 7,189,162 Revenues 17,277,985 16,970,873 13,405,191 15,303,982 Expenditures (16,403,767) (15,187,218) (15,159,917) (15,859,989) Transfers To (From) 477,106 410,780 444,673 439,956 Ending Balance $ 6,304,780 $ 8,499,215 $ 7,189,162 $ 7,073,111 Special Revenue (Teachers’) Fund: Beginning Balance $ 5,786,207 $ 8,421,313 $ 9,635,031 $12,241,319 Revenues 24,126,769 25,718,653 28,931,627 28,762,286 Expenditures (21,300,021) (24,317,474) (26,130,168) (27,159,110) Transfers To (From) (191,642) (187,461) (195,171) (209,681) Ending Balance $ 8,421,313 $ 9,635,031 $12,241,319 $13,634,814 Debt Service Fund: Beginning Balance $ 3,176,083 $ 2,905,741 $ 2,732,599 $ 2,933,736 Revenues 3,392,958 3,492,422 3,943,001 3,584,221 Expenditures (3,663,300) (3,665,564) (3,741,864) (3,049,324) Transfers To (From) 0 0 0 0 Ending Balance $ 2,905,741 $ 2,732,599 $ 2,933,736 $ 3,468,633 Capital Projects (Building) Fund: Beginning Balance $ 980,508 $ 955,676 $ 486,115 $ 957,423 Revenues 2,434,974 1,425,962 2,588,560 2,268,529 Expenditures (2,914,927) (1,895,523) (2,485,053) (2,690,719) Transfers To (From) 455,121 0 367,801 3,108 Ending Balance $ 955,676 $ 486,115 $ 957,423 $ 538,341 Clayton School District Educational Facilities Authority Debt Service Fund

Beginning Balance $ 238,015 $ 209,395 $ 211,140 $ 207,857 Revenues 219,035 251,800 248,772 550,588 Expenditures (247,655) (250,055) (252,055) (758,445) Transfers To (From) 0 0 0 0 Ending Balance $ 209,395 $ 211,140 $ 207,857 $ 0 Total Funds: Beginning Balance $15,134,269 $18,796,905 $21,564,100 $23,529,497 Revenues 47,451,721 47,859,710 49,117,151 50,469,606 Expenditures (44,529,670) (45,315,834) (47,769,057) 49,517,587 Transfers To (From) 740,585 223,319 617,303 233,383 Ending Balance $18,796,905 $21,564,100 $23,529,497 $24,714,899

Source: District’s Audited Financial Statements for the fiscal years ended 2006 - 2009.

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Property and Liability Insurance The District’s insurance needs are covered by the Missouri United School Insurance Council (“MUSIC”), a self-insured pool of approximately 400 Missouri school districts. MUSIC is a public entity risk pool currently operating as a common risk management and insurance program. The District has coverage for property, liability and worker’s compensation insurance through MUSIC. Pension and Employee Retirement Plans The District contributes to the Public School Retirement Systems of Missouri (“PSRS”), a cost sharing multiple-employer defined benefit pension plan. PSRS provides retirement and disability benefits to certified employees who work 17 or more hours per week and death benefits to members and beneficiaries. Positions covered by PSRS are not covered by Social Security. PSRS members are required to contribute 12.5% of their annual covered salary and the District is required to contribute a matching amount. The District’s contribution to PSRS for the fiscal year ended June 30, 2009 was $2,966,060, equal to the required contribution. The District also contributes to Public Education Employee Retirement System (“PEERS”) of Missouri, a cost-sharing multiple-employer defined benefit pension plan. PEERS provides retirement and disability benefits to employees of the District who work 20 or more hours per week and who do not contribute to PSRS. Positions covered by the PEERS are also covered by Social Security. PEERS members are required to contribute 6.25% of their annual covered salary and the District is required to contribute a matching amount. The District’s contribution to PEERS for the fiscal year ended June 30, 2009 was $460,450, equal to the required contribution.

For additional information regarding PSRS and PEERS, see the notes to the District’s audited financial statements in Appendix B hereto.

PROPERTY TAX INFORMATION

Property Valuations

Assessment Procedure. All taxable real and personal property within the District is assessed annually by the County Assessor. Missouri law requires that personal property be assessed at 33-1/3% of true value and that real property be assessed at the following percentages of true value:

Residential real property..................................................................... 19% Agricultural and horticultural real property........................................ 12% Utility, industrial, commercial, railroad and all other real property................................................................. 32%

In order to maintain equalized assessed valuations, Missouri law requires that each County Assessor,

on January 1 of every odd-numbered year, must adjust the assessed valuation of all real property located within the county in accordance with a two-year assessment and equalization maintenance plan approved by the State Tax Commission.

The County Assessor is responsible for preparing the tax roll each year and for submitting the tax roll to the Board of Equalization. The County Board of Equalization has the authority to adjust and equalize the values of individual properties appearing on the tax rolls.

Certain properties, such as those used for charitable, educational and religious purposes, are excluded from both the real estate ad valorem tax and the personal property tax.

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Current Assessed Valuation. The following table shows the total assessed valuation(1) and the estimated actual valuation by category, of all taxable tangible property situated in the District according to the assessment of January 1, 2008 as finally adjusted and equalized:

Category

Assessed

Valuation

Assessment Rate

Estimated Actual

Valuation Real estate: Residential $ 528,869,390 19% $2,785,523,105 Commercial 446,901,930 32% 1,396,568,531 Agricultural 0 12% 0 Sub-Total $ 975,771,320 $4,180,091,637 Personal property(2) $ 101,753,840 33-1/3% $ 305,261,520 Total

$1,077,525,160

$4,485,353,157

(1) St. Louis County includes locally assessed railroad and utility amounts within Commercial Real Estate and Personal

Property. (2) Assumes all personal property is assessed at 33-1/3%; because certain subclasses of tangible personal property are

assessed at less than 33-1/3%, the estimated actual valuation for personal property would likely be greater than that shown above. See “Assessment Procedure” above.

Source: St. Louis County Department of Revenue.

History of Property Valuations. The total assessed valuation of all taxable tangible property situated in the District, according to the assessments as of January 1, in the calendar years shown below, has been as follows:

Calendar Year

Assessed Valuation

% Change

2005 $ 905,373,910 N/A 2006 913,887,130 +0.94% 2007 1,062,572,790 +16.27 2008 1,077,525,160 +1.41

Source: St. Louis County Department of Revenue. Tax Rates Tax Rates – By Property Classification (HB 1150). House Bill 1150 (“HB 1150”), which became effective January 1, 2003 for taxing jurisdictions within St. Louis County, changed the way property taxes are assessed and levied. Section 137.073, RSMo, as amended, requires separate tax rates to be calculated and levied for each class and subclass of property: residential, commercial and agricultural real estate, and personal property. If the separate levy process reduces revenues to a political subdivision, it may adjust the levy to produce the same amount of revenue as would have been produced under a single levy process. Pursuant to HB 1150, any required rollback of taxes pursuant to a “Hancock rollback”, is required to be applied within each class or subclass of property. (See the explanation above under the caption “FINANCIAL INFORMATION CONCERNING THE DISTRICT – Tax Limitation Provisions”.) The intended effect of HB 1150 was a balancing of the tax rates of each type of property with the increase in assessed valuation of each class or subclass.

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The Missouri State Auditor issued Report 2004-25 on March 25, 2004, titled “Review of the Impact of HB 1150’s Implementation”. The audit report found that, after the first year of implementation of HB 1150, the total taxes levied were substantially the same as allowed under the prior method. The report did find that application of HB 1150 resulted in a shifting of taxes from residential real property taxpayers to commercial and agricultural real property taxpayers, and personal property taxpayers.

Section 137.073.6(1), RSMo, as amended, provides a formula to be used by school districts to

determine a “blended rate”, which is to be used for purposes of calculating state aid for public schools pursuant to section 163.031, RSMo. The blended rate is to be calculated by first determining the total tax revenue of the property within the school district, which amount shall be equal to the sum of the products of multiplying the assessed valuation of each class and subclass of property by the corresponding tax rate for such class or subclass, then dividing the total tax revenue by the total assessed valuation of property within the school district, and then multiplying the resulting quotient by a factor of 100.

The following table shows the adjusted tax rates (per $100 of assessed valuation) levied against each

class and subclass of property for the current fiscal year and the three prior fiscal years for the District:

Fiscal Year Ended

June 30

Real Estate Residential

Real Estate Commercial

Real Estate Agricultural

Personal Property

2006 $3.9246 $3.8678 $0.0000 $3.9114 2007 3.7157 3.8256 0.0000 3.7916 2008 3.2540 3.5911 0.0000 3.7974 2009 3.2302 3.5675 0.0000 3.7686

Operating Levy. The operating levy (consisting of all the taxes levied, except those allocated to the

debt service fund) cannot exceed the “tax rate ceiling” for the current year without voter approval. The tax rate ceiling, determined annually, is the rate of levy which, when charged against the newly-received assessed valuation of the District for the current year, excluding new construction and improvements, will produce an amount of tax revenues equal to tax revenues for the previous year increased by 5% or the Consumer Price Index, whichever is lower. Without the required percentage of voter approval, the tax rate ceiling cannot at any time exceed the greater of the tax rate in effect in 1984 or the most recent voter-approved tax rate (as adjusted pursuant to the provisions of the Hancock Amendment and SB 711, more fully explained above under the caption “FINANCIAL INFORMATION CONCERNING THE DISTRICT – Tax Limitation Provisions”). The tax levy for debt service on the District’s general obligation bonds is exempt from the calculations of and limitations upon the tax rate ceiling. Under Article X, Section 11(c) of the Missouri Constitution, any increase in the District’s operating levy above $6.00 must be approved by two-thirds of the voters voting on the proposition. Debt Service Levy. The District is required under Article VI, Section 26(f) of the Missouri Constitution to levy an annual tax on all taxable tangible property therein sufficient to pay the interest and principal of the indebtedness as they fall due and to retire the same within 20 years from the date of issue. The Board of Education may set the tax rate for debt service, without limitation as to the rate or amount, at the level required to make such payments. Section 137.073.6(2), RSMo, provides that the amount of the debt service levy will be prima facie valid if, after making the payment for which the tax is levied, general obligation bonds remain outstanding and the amount remaining in the Debt Service Fund does not exceed the following year’s payments.

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Tax Rates – Allocation by Fund. The following table shows the District’s adjusted tax levies (per $100 of assessed valuation) for each of the following fiscal years:

Fiscal Year

Ended June 30

General (Incidental) Fund

Special Revenue (Teachers’) Fund

Capital Projects (Building) Fund

Debt

Service Fund

Total Levy(1)

2005 $1.1490 $2.1036 $0.1512 $0.4000 $3.8038 2006 1.1951 2.1912 0.1337 0.3780 3.8980 2007 1.3009 1.9719 0.1358 0.3640 3.7726 2008 0.8353 2.0150 0.2349 0.3640 3.4492 2009 0.9630 1.9390 0.1856 0.3330 3.4206

Source: Annual Secretary of the Board Report for the fiscal years 2004 through 2008; the District. (1) The “Total Levy” shown for fiscal years 2004 through 2009 is the “blended rate.” See the discussion below under the

caption “Tax Rates - By Property Classification (HB 1150)”. Tax Collections Tax Collection Procedure. Property taxes are levied and collected for the District by St. Louis County, for which the County receives a collection fee of 1.5% of the gross tax collections. The Board annually prepares an estimate of the amount of money to be raised by taxation for the ensuing school year and the tax rate required to produce such amount, and the rate necessary to sustain the school or schools of the District for the ensuing school year, to meet principal and interest payments on any bonded debt of the District and to provide the funds to meet other legitimate District purposes. Such estimates are based on the annual budget for the coming year and the assessed figures provided by the County Clerk. The Board forwards the estimated tax rate to the County Clerk on or before July 15 and must certify a final tax rate by September 1. The County Clerk receives the county tax books from the County Assessor, which set forth the assessments of real and personal property. The County Clerk enters the tax rates certified to him or her by the local taxing bodies in the tax books and assesses such rates against all taxable property in the District as shown in the books. By October 31, the County Clerk forwards the tax books to the County Collector who is charged with levying and collecting taxes as shown therein. The County Collector extends the taxes on the tax rolls and issues the tax statements in early December. Taxes are due by December 31 and become delinquent if not paid to the County Collector by that time. All tracts of land and lots on which delinquent taxes are due are charged with a penalty of 18% of each year’s delinquency. All land and lots on which taxes are delinquent and unpaid are subject to sale at public auction in August of each year. The St. Louis County Collector of Revenue is required to make disbursements of collected taxes to the District each month. Because of the tax collection procedure described above, the District receives the bulk of its moneys from local property taxes in the months of December, January and February.

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Tax Collection Record. The following table sets forth tax collection information for the District for

the last four fiscal years:

Fiscal

Current Taxes Collected

Current and Delinquent

Taxes Collected Year

Total Levy (per $100 of

Assessed Value)

Assessed Valuation(1)

Total Taxes Levied

Amount % Amount %

2005-06 $3.8980 $ 900,564,550 $35,104,006.16 $32,542,765.78 92.70% $32,684,669.96 93.11% 2006-07 3.7726 905,792,520 34,171,928.61 33,028,377.34 96.73 33,709,009.24 98.65 2007-08 3.4492 1,053,238,080 36,328,287.86 35,056,027.73 96.50 35,612,310.68 98.03 2008-09 3.4206 1,068,560,530 36,551,181.49 35,334,307.58 96.67 35,887,951.63 98.19 Source: District’s Annual Secretary of the Board Report; St. Louis County Department of Revenue for Assessed Valuation. (1) This amount excludes assessed valuation attributable to TIF districts located within the District. See the explanation

below under the caption “Tax Abatement and Tax Increment Financing.” District’s Rights in the Event of Tax Delinquencies. Taxes on real estate become delinquent on January 1 and the collector is required to enforce the state’s lien by offering the property for sale on the fourth Monday in August. If the offering does not produce a bid equal to the delinquent taxes plus interest, penalty, and costs, the property is offered for sale again the following year. If the second offering also does not produce a bid adequate to cover the amount due, the property is sold the following year to the highest bidder. Tax sales at the first or second offerings are subject to the owner’s redemption rights. Delinquent personal property taxes constitute a debt of the person assessed with the taxes, and a personal judgment can be rendered for such taxes against the debtor. Personal property taxes become delinquent on January 1. Collection suits may be commenced on or after February 1 and must be commenced within three years. Major Property Taxpayers

The ten largest real property taxpayers in the District according to their 2008 assessed valuations are listed below:

Taxpayer

Assessed

Valuation

% of District’s 2008 Total Assessed

Valuation

1. St. Louis Galleria LLC $ 32,148,380 2.98% 2. Clayton Corporate Park Management Co. 28,504,000 2.65 3. KBS Clayton Plaza LLC 22,497,600 2.09 4. Pierre Laclede Office Investors LLC 22,451,970 2.08 5. Duke Realty Limited Partnership 15,040,000 1.40 6. Riggs & Company Trustee 12,980,000 1.20 7. HEF 1-STL NO 1 LLC 11,520,000 1.07 8. CF Clayton Office II LP 11,030,170 1.02 9. Clayton Central Investors LLC 10,944,000 1.02 10. The Boulevard St. Louis LLC 9,583,900 0.89 $176,700,020 16.40%

Source: St. Louis County Department of Revenue.

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Tax Abatement and Tax Increment Financing Several forms of tax abatement and tax exemption are available under Missouri law, including tax abatement for redevelopers of areas determined by the governing body of a city or county to be “blighted” under Chapters 99 or 353 of the Revised Statutes of Missouri, as amended, and tax exemption as part of an industrial revenue bond financing under Chapter 100 of the Revised Statutes of Missouri, as amended. In addition, the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865, Revised Statutes of Missouri, as amended, makes available tax increment financing for redevelopment projects in certain areas determined by the governing body of a city to be a “blighted area”, “conservation area”, or “economic development area”, each as defined in such Act. Portions of the District are currently located in tax increment financing districts (“TIF districts”). Tax increment financing does not diminish the amount of property tax revenues collected by the District in an affected area compared to prior to the establishment of a TIF district, but instead acts to freeze such revenues at current levels and deprives the District and other taxing districts of all or part of future increases in ad valorem real property tax revenues that otherwise would have resulted from increases in assessed valuation in such areas (the “TIF Increment”). The TIF Increment is captured by the TIF district until the tax increment financing obligations issued are repaid or the tax increment financing period terminates. According to the St. Louis County Assessor’s office, the TIF Increment attributable to property within the District was $8,964,630 for the 2008 tax year and $8,923,580 for the 2009 tax year.

DEBT STRUCTURE OF THE DISTRICT

Debt Ratios and Related Information Estimated District Population, 2008 17,339 Assessed Valuation, 2008(1) $1,077,525,160 Estimated Actual Value, 2008(1) $4,485,353,157 Outstanding Direct General Obligation Debt $58,758,639.90 Overlapping General Obligation Debt $6,304,769.00 Total Direct and Overlapping General Obligation Debt $65,063,408.90 Per Capita Direct Debt $3,388.81 Per Capita Direct and Overlapping General Obligation Debt $3,752.43 Ratio of Direct Debt to Assessed Valuation 5.45% Ratio of Direct Debt to Estimated Actual Value 1.31% Ratio of Direct and Overlapping General Obligation Debt to Assessed Valuation 6.04% Ratio of Direct and Overlapping General Obligation Debt to Estimated Actual Value 1.45% (1) Includes assessed valuation attributable to TIF districts located within the District. Source: District; St. Louis County Department of Revenue. General

Under Missouri law, refunding bonds and obligations payable from annual appropriations do not require voter approval. Any general obligation bonds, other than refunding bonds, require voter approval for issuance. Pursuant to the Missouri Constitution, the District is authorized to issue general obligation bonds payable from unlimited ad valorem taxes upon a two-thirds or, at elections held on general municipal election days or state primary or general election days, a four-sevenths majority vote of the qualified voters voting on the specific proposition. The portion of the Bonds that will be used to pay the cost of the Project was approved by the requisite percentage of voters at an election held on April 7, 2009.

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General Obligation Indebtedness

The purposes for which general obligation bonds may be issued by a school district are governed by Section 164.121 of the Revised Statutes of Missouri, and include purchasing, constructing, improving, extending, repairing, furnishing and equipping new and existing schoolhouse sites, buildings and related facilities for school purposes.

The following table shows the current general obligation bonded indebtedness of the District,

including the Bonds:

Series of Bonds

Original Amount

Final Maturity

Amount Outstanding

Interest Rates

2004 $12,563,639.90 03/01/2017 $10,333,639.90 2.00% to 4.50% 2008 10,000,000.00 02/01/2017 9,240,000.00 3.02%

2009A 9,185,000.00 03/01/2024 9,185,000.00 1.37% 2009B 19,280,000.00 03/01/2029 19,280,000.00 4.80% to 5.60% 2009C 10,720,000.00 03/01/2021 10,720,000.00 0.80% to 4.75%

Total $61,748,639.90 $58,758,639.90

Overlapping General Obligation Indebtedness(1) (As of August 1, 2009) The following table sets forth the approximate overlapping indebtedness of political subdivisions with boundaries overlapping the District as of August 1, 2009, and the percentage attributable (on the basis of assessed valuation) to the District. The table was compiled from information furnished by the jurisdictions responsible for the debt and the St. Louis County Department of Revenue. The District has not independently verified the accuracy or completeness of such information. Furthermore, political subdivisions may have ongoing programs requiring the issuance of substantial additional bonds, the amounts of which cannot be determined at this time. Taxing Body

General

Obligation Debt

Approximate Percent

Applicable

Amount

Overlapping St. Louis County $54,635,000 4.31% $2,354,769 City of Clayton 3,950,000 100.00 3,950,000 Total

$58,585,000

$6,304,769

(1) Overlapping bonded indebtedness excludes neighborhood improvement district general obligation bonds which are paid from special assessments. Source: St. Louis County Department of Revenue and taxing jurisdiction records. Legal Debt Capacity Under Article VI, Section 26(b) of the Missouri Constitution, the District may incur indebtedness not to exceed 15% of the valuation of taxable tangible property in the District. Based on the 2008 adjusted assessed valuation of $1,062,572,790 (including the assessed value attributable to TIF districts located within the District), the District’s legal debt limit is $159,385,918.50. The District’s current total outstanding indebtedness, including the Bonds is $58,758,639.90, less the amount on hand in the debt service fund ($2,915,482), leaves a legal debt margin of $103,542,760.60.

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Debt Service Requirements for General Obligation Bonds Outstanding

The following schedule shows the yearly principal and interest requirements for all outstanding general obligation bonds of the District:

The Bonds Fiscal

Year Ended

June 30

Prior Principal

and Interest Requirements

Principal

Interest

Total

Total Outstanding

2010 $ 3,098,542.52 $ 2,475,000.00 $ 456,595.26 $ 2,931,595.26 $ 6,030,137.782011 3,179,478.00 0.00 1,373,202.50 1,373,202.50 4,552,680.502012 3,176,711.00 120,000.00 1,373,202.50 1,493,202.50 4,669,913.502013 3,178,189.00 195,000.00 1,370,622.50 1,565,622.50 4,743,811.502014 3,179,762.00 405,000.00 1,365,942.50 1,770,942.50 4,950,704.502015 3,180,791.50 490,000.00 1,353,792.50 1,843,792.50 5,024,584.002016 3,184,082.50 725,000.00 1,338,112.50 2,063,112.50 5,247,195.002017 3,184,711.50 820,000.00 1,310,562.50 2,130,562.50 5,315,274.002018 125,834.50 1,080,000.00 1,276,942.50 2,356,942.50 2,482,777.002019 125,834.50 1,215,000.00 1,229,422.50 2,444,422.50 2,570,257.002020 125,834.50 1,520,000.00 1,174,747.50 2,694,747.50 2,820,582.002021 125,834.50 1,675,000.00 1,104,827.50 2,779,827.50 2,905,662.002022 518,142.19 1,590,000.00 1,025,265.00 2,615,265.00 3,133,407.192023 2,725,834.50 2,135,000.00 948,945.00 3,083,945.00 5,809,779.502024 6,318,526.81 215,000.00 846,465.00 1,061,465.00 7,379,991.812025 0.00 2,505,000.00 836,145.00 3,341,145.00 3,341,145.002026 0.00 2,855,000.00 715,905.00 3,570,905.00 3,570,905.002027 0.00 3,015,000.00 558,880.00 3,573,880.00 3,573,880.002028 0.00 3,395,000.00 390,040.00 3,785,040.00 3,785,040.002029 0.00 3,570,000.00 199,920.00 3,769,920.00 3,769,920.00

Totals $35,428,109.52 $30,000,000.00 $20,249,537.76 $50,249,537.76 $85,677,647.28

Leases On March 21, 2001 the District delivered $2,360,000 original principal amount of Certificates of Participation (School District of Clayton, St. Louis County, Missouri, Capital Improvement Projects), Series 2001 (the “Series 2001 Certificates”). The Series 2001 Certificates represent interests in base rental payments to be made by the District to the Clayton School District Educational Facilities Authority (the “Authority”) under an annually-renewable lease between the District and the Authority. The proceeds of the Series 2001 Certificates were used to pay for the costs of renovating, improving furnishing and equipping Clayton High School and other school buildings and facilities in the District. The Series 2001 Certificates were fully retired in March 2009. The District leases certain equipment under an agreement classified as a capital lease. The cost for such equipment as of June 30, 2009 was $708,660 and the accumulated depreciation was $278,960. No Prior Defaults

The District has never in its history defaulted on the payment of any of its debt obligations.

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Future Plans On April 7, 2009, the voters of the District approved $51 million in general obligation bonds. The Bonds make up only a portion of this authorized amount. The District plans to issue the remainder of the voter authorization in 2010.

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APPENDIX B

AUDITED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT OF THE DISTRICT FOR THE FISCAL YEAR ENDED JUNE 30, 2009

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