Also assigns enhanced Aa2 rating with negative outlook to current issuances

New York, November 26, 2012 --

Moody's Rating

Issue: General Obligation School Building Bonds, Series 2012A; Underlying Rating: Aa1; Enhanced Rating: Aa2; Sale Amount: $22,260,000; Expected Sale Date: 12/03/2012; Rating Description: General Obligation

Issue: General Obligation Alternative Facilities Bonds, Series 2012B; Underlying Rating: Aa1; Enhanced Rating: Aa2; Sale Amount: $19,410,000; Expected Sale Date: 12/03/2012; Rating Description: General Obligation

Issue: General Obligation Refunding Bonds, Series 2012C; Underlying Rating: Aa1; Enhanced Rating: Aa2; Sale Amount: $10,950,000; Expected Sale Date: 12/03/2012; Rating Description: General Obligation

Issue: General Obligation Refunding Bonds, Series 2012D; Underlying Rating: Aa1; Enhanced Rating: Aa2; Sale Amount: $10,410,000; Expected Sale Date: 12/03/2012; Rating Description: General Obligation

Issue: General Obligation Refunding Bonds, Taxable Series 2012E; Underlying Rating: Aa1; Enhanced Rating: Aa2; Sale Amount: $17,030,000; Expected Sale Date: 12/03/2012; Rating Description: General Obligation

Opinion

Moody's Investors Service has upgraded to Aa1 from Aa2 the underlying rating to the Minneapolis Special School District No. 1's (MN) outstanding general obligation bonds and full-term certificates of participation. The Aa1 underlying rating is assigned $22.26 million General Obligation School Building Bonds, Series 2012A, $19.41 million General Obligation Alternative Facilities Bonds, Series 2012B, $10.95 million General Obligation Refunding Bonds, Series 2012C, $10.4 million General Obligation Refunding Bonds, Series 2012D, and $17.03 million General Obligation Refunding Bonds, Taxable Series 2012E. Moody's also assigns the enhanced Aa2 rating with negative outlook to the current issuances. Moody's also upgraded to Aa2 from Aa3, the underlying rating on the district's outstanding COPs Series 2010A and 2010B which are subject to annual appropriation. Post-sale, the district will have $276 million of outstanding general obligation debt, $125.4 million full-term certificates of participation, and $40.3 million in COPs subject to annual appropriation. The outlook remains stable.

SUMMARY RATINGS RATIONALE

The current bonds are secured by the general obligation unlimited tax pledge of the district. Debt service on the bonds is additionally secured by the State of Minnesota's School District Credit Enhancement (MSDE) program. Assignment of the Aa2 enhanced rating and negative outlook is due to the additional security provided by the MSDE program. Proceeds of the Series 2012A bonds will finance maintenance projects and the 2012B bonds will finance various alternative facilities projects. Proceeds of the Series 2012C, 2012D, and 2012E bonds will refund the district's outstanding General Obligation Bonds, Series 2004, 2006A, and 2006B, respectively. The refundings are for estimated net present value savings. The upgrade of the district's underlying general obligation rating to Aa1 from Aa2 is based on the district's strong financial operations despite state aid pressures, healthy reserves with planned use in fiscal 2013; demonstrated history of proactive management practices and policies; a sizeable and diverse tax base, which is coterminous with the City of Minneapolis (GO rated Aaa/stable outlook); recent stabilization of enrollment; and debt levels that are expected to remain manageable. The district's stable outlook is based on expected continued strong fiscal operations based on demonstrated history of withstanding pressures.

The full-term COPs are rated on parity with the district's underlying general obligation rating as the certificates were issued for essential purposes and debt service is payable from a dedicated levy in amounts necessary to pay the district's obligations and is not subject to annual appropriation. The Aa2 rating on the COPs Series 2010A and 2010B is due to the risk of annual non-appropriation, and were issued for essential purposes. The Aa2 rating on the COPs also takes into consideration the general obligation credit characteristics of the district.

STRENGTHS

-Favorable location in Twin Cities metro area

-Stabilizing enrollment trend

-Strong management policies and demonstrated history of prudent and proactive practices

-Healthy reserves, ability to cash flow operations despite state aid delays

CHALLENGES -Declining valuations -Historically declining enrollment trend

-State aid delays

-History of delayed and pending contract negotiations

Outlook

The district's stable outlook is based on expected continued strong fiscal operations based on demonstrated history of withstanding pressures and long-term financial planning.

What could change the rating - UP

- Strengthening of tax base and socioeconomic profile to levels consistent with higher rating categories

- Continued growth in General Fund reserves and cash balances

- Increases in enrollment levels increasing revenues

- Continued demonstration of prudent management and practices to maintain fiscal stability

What could change the rating - DOWN

- Weakening of tax base valuation and/or socio-economic indices leading to significant declines in revenues

- General Fund balance declines beyond fiscal 2013 projections

- Reliance on short term borrowing and narrowing of liquidity

- Softening of or inability to adhere to policies

- Inability to manage through outside pressures and uncertainties

The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

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Soo Yun Chun Analyst Public Finance Group Moody'sInvestors Service, Inc.100 N Riverside Plaza Suite 2220 Chicago, IL 60606 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653Genevieve NolanAsst Vice President - Analyst Public Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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