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PRELIMINARY OFFICIAL STATEMENT DATEDAPRIL20, 2012 le NEW ISSUES – BOOK-ENTRY-ONLY RATINGS: SEE “RATINGS” HEREIN In the opinion of Co-Bond Counsel to the City (each as defined below), assuming compliance with certain covenants by the City, under existing statutes, regulations, published rulings and court decisions existing on the date hereof, interest on the 2012 GARBs and the 2012 PFC Bonds (each as defined below) is excluded from gross income of the holders thereof for federal income tax purposes, except for any holder who is treated pursuant to section 147(a) of the Internal Revenue Code of 1986 (the “Code”) as a “substantial user” of the projects refinanced with the proceeds of the 2012 GARBs or the 2012 PFC Bonds or a “related person” to such user. Interest on the 2012 GARBs and the 2012 PFC Bonds will be an item of tax preference, as defined in section 57(a)(5) of the Code, for purposes of determining the alternative minimum tax imposed on individuals and corporations by section 55 of the Code. For further information, see “TAX MATTERS” herein. CITY OF SAN ANTONIO, TEXAS $70,220,000* $25,975,000* AIRPORT SYSTEM REVENUE PASSENGER FACILITY CHARGE REFUNDING BONDS, AND SUBORDINATE LIEN SERIES 2012 (AMT) AIRPORT SYSTEM REVENUE REFUNDING BONDS, SERIES 2012 (AMT) Dated: April 15, 2012 (interest accrues from date of delivery) Due: July 1, as shown herein The $70,220,000* “City of San Antonio, Texas Airport System Revenue Refunding Bonds, Series 2012 (AMT)” (the “2012 GARBs”) are being issued by the City of San Antonio, Texas (the “City”) pursuant to the laws of the State of Texas, including particularly Chapter 22, as amended, Texas Transportation Code, and Chapters 1207 and 1503, as amended, Texas Government Code (collectively, the “Act”), the City’s Home Rule Charter (the “Charter”), a master ordinance adopted by the City Council of the City (the “City Council”) on April 19, 2001, as amended by the City Council on March 29, 2012 (collectively, the “Master GARB Ordinance”), and that certain Thirteenth Supplemental Ordinance thereto adopted by the City Council on March 29, 2012, for the purposes described herein. See “THE BONDS – Authority for Issuance” and “PLAN OF FINANCE – Purpose” herein. The 2012 GARBs are special obligations of the City payable solely from and equally and ratably secured by a first lien on and pledge of the Gross Revenues (defined herein) derived by the City from its ownership and operation of the Airport System (defined herein). The 2012 GARBs are issued on parity with certain outstanding bonds of the City that are also payable from and secured by a first lien on and pledge of the Gross Revenues. See “SECURITY FOR THE BONDS AND CERTAIN ORDINANCE PROVISIONS – The 2012 GARBs” herein. The $25,975,000* “City of San Antonio, Texas Passenger Facility Charge and Subordinate Lien Airport System Revenue Refunding Bonds, Series 2012 (AMT)” (the “2012 PFC Bonds”) are being issued by the City pursuant to the laws of the State of Texas, including particularly, the Act, the Charter, a master ordinance adopted by the City Council on March 7, 2002 (the “Master PFC Bond Ordinance”), and a Fifth Supplemental Ordinance thereto (which also will serve as the Fourteenth Supplemental Ordinance to the Master GARB Ordinance) adopted by the City Council on March 29, 2012, for the purposes described herein. See “THE BONDS – Authority for Issuance” and “PLAN OF FINANCE – Purpose” herein. The 2012 PFC Bonds are special obligations of the City payable solely from and equally and ratably secured by: (i) a first lien on and pledge of the PFC Revenues (defined herein), being (primarily) the revenues derived from the collection of a fee imposed upon passengers of an air carrier boarding an aircraft at the San Antonio International Airport (the “Airport”) and (ii) a lien on and pledge of the Subordinate Net Revenues ce. These securities may not be sold nor offers to buy accepted prior the time Official Statement is delivered (defined herein), being (primarily) the Net Revenues of the City’s Airport System that remain after satisfaction of debt service payments and debt service reserve o f an offer to buy nor shall there be any sale of these securities in jurisdiction which such offer, solicitation, or sa requirements then due on all Parity GARBs (defined herein). The 2012 PFC Bonds are issued on parity with certain outstanding bonds of the City that are also payable from and secured by a first lien on and pledge of the PFC Revenues and a parity lien on the Subordinate Net Revenues. See “SECURITY FOR THE BONDS AND CERTAIN ORDINANCE PROVISIONS – The 2012 PFC Bonds” herein. The 2012 GARBs and the 2012 PFC Bonds are referred to collectively herein as the “Bonds.” The Bonds are dated April 15, 2012, but interest thereon will accrue from their date of initial delivery to the initial purchasers thereof named below (the “Underwriters”), anticipated to occur on or about May 30, 2012. Interest on the Bonds will be payable January 1 and July 1 of each year, commencing January 1, 2013, and will be calculated on the basis of a 360-day year composed of twelve 30-day months. The Bonds will be issued as fully registered obligations in book-entry-only form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository (the “Securities Depository”). Book-entry interests in the Bonds will be made available for purchase in the principal amount of $5,000 or any integral multiple thereof. Purchasers of the Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interest in the Bonds. So long as the Securities Depository is the registered owner of the Bonds, the principal of and interest on the Bonds will be payable by Wilmington Trust, National Association, Dallas, Texas, as the initial Paying Agent/Registrar, to the Securities Depository, which will in turn remit such principal and interest to its participants, which will in turn remit such principal and interest to the Beneficial Owners. See “THE BONDS – Book-Entry-Only System” herein. NO MORTGAGE OF OR LIEN ON ANY OF THE PHYSICAL PROPERTIES FORMING A PART OF THE AIRPORT SYSTEM, OR ANY OTHER PROPERTY OR FUNDS OF THE CITY, HAS BEEN PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS. THE BONDS ARE SPECIAL OBLIGATIONS OF THE CITY, PAYABLE ONLY FROM THOSE REVENUES OF THE AIRPORT SYSTEM PLEDGED AS SECURITY THEREFOR UNDER THE APPLICABLE ORDINANCE. THE TAXING POWER OF NONE OF THE CITY, THE STATE OF TEXAS, NOR ANY POLITICAL SUBDIVISION THEREOF HAS BEEN PLEDGED AS SECURITY FOR THE BONDS. The City has made application for and anticipates the issuance of a municipal bond insurance policy in conjunction with the issuance of each series of the Bonds. See “BOND INSURANCE” herein. SEE INSIDE COVER PAGE FOR STATED MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, OFFERING YIELDS, CUSIP NUMBERS, AND REDEMPTION PROVISIONS FOR THE BONDS The Bonds are offered for delivery, when, as, and if issued and received by the Underwriters and are subject to the approving opinions of the Attorney General of the State of Texas and the legal opinions of McCall, Parkhurst & Horton L.L.P. and LM Tatum, PLLC, Co-Bond Counsel, both of San Antonio, Texas. See “LEGAL MATTERS” herein. Certain legal matters will be passed upon for the City by the City Attorney, and for the Underwriters by their Co-Counsel, Winstead PC and Shelton & Valadez, P.C., both of San Antonio, Texas. The Bonds are expected to be available for delivery through the services of DTC on or about May 30, 2012. Siebert Brandford Shank & Co., L.L.C. First Southwest Company Citigroup Frost National Bank Rice Securities, LLC ____________________________ *Preliminary, subject to change. final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation ould be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. his Preliminary Official Statement and the information contained herein are subject to completion or amendment without noti n T w STATED MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, OFFERING YIELDS, CUSIP NUMBERS, AND REDEMPTION PROVISIONS CUSIP No. Prefix1: 796242 $70,220,000* AIRPORT SYSTEM REVENUE REFUNDING BONDS, SERIES 2012 (AMT) Interest Maturity Principal Rate Offering CUSIP Maturity Principal Interest Offering CUSIP (July 1) Amount ($) (%) Yield (%) No. Suffix1 (July 1) Amount ($) Rate (%) Yield (%) No. Suffix1 2013 3,140,000 2021 4,790,000 2014 3,490,000 2022 5,040,000 2015 3,605,000 2023 5,300,000 2016 3,790,000 2024 5,575,000 2017 3,945,000 2025 5,860,000 2018 4,150,000 2026 6,165,000 2019 4,330,000 2027 6,485,000 2020 4,555,000 $25,975,000* PASSENGER FACILITY CHARGE AND SUBORDINATE LIEN AIRPORT SYSTEM REVENUE REFUNDING BONDS, SERIES 2012 (AMT) Offering Maturity Principal Interest Offering CUSIP Maturity Principal Interest Yield CUSIP (July 1) Amount ($) Rate (%) Yield (%) No. Suffix1 (July 1) Amount ($) Rate (%) (%) No. Suffix1 2013 1,160,000 2021 1,775,000 2014 1,290,000 2022 1,860,000 2015 1,330,000 2023 1,960,000 2016 1,405,000 2024 2,065,000 2017 1,460,000 2025 2,165,000 2018 1,535,000 2026 2,285,000 2019 1,600,000 2027 2,400,000 2020 1,685,000 Optional Redemption. On July 1, 2022, and on any date thereafter, the Bonds maturing on and after July 1, 2023 may be redeemed prior to their scheduled maturities, at the option of the City, in whole or in part at a price of par, plus accrued interest thereon to the date fixed for redemption.

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