NEW ISSUES—BOOK-ENTRY ONLY Rating: See “RATING” herein. In the opinion of Bracewell & Giuliani LLP and West & Associates, LLP (“Co-Bond Counsel”), under existing law, (i) interest on the Series 2015B Bonds (as defined below) is excludable from gross income for federal income tax purposes, except with respect to interest on any Series 2015B Bond for any period during which such Series 2015B Bond is held by a person who, within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended, is a “substantial user” or a “related person” to such a “substantial user” of the facilities financed or refinanced with the proceeds of the Series 2015B Bonds, as described under “TAX MATTERS” herein, and (ii) interest on the Series 2015B Bonds is an item of tax preference that is includable in alternative minimum taxable income for purposes of determining the alternative minimum tax imposed on individuals and corporations. See “TAX MATTERS” herein for a discussion of the opinion of Co-Bond Counsel. $176,650,000 $47,390,000 City of Houston, Texas City of Houston, Texas Airport System Special Facilities Revenue Bonds Airport System Special Facilities Revenue Refunding Bonds (United Airlines, Inc. Terminal Improvement Projects), (United Airlines, Inc. Terminal Improvement Projects), Series 2015B-1 (AMT) Series 2015B-2 (AMT) Date of Interest Accrual: Date of Delivery Due: July 15, as shown on the inside cover page hereto The City of Houston, Texas Airport System Special Facilities Revenue Bonds (United Airlines, Inc. Terminal Improvement Projects), Series 2015B-1 (AMT) (the “Series 2015B-1 Bonds”) and the City of Houston, Texas Airport System Special Facilities Revenue Refunding Bonds (United Airlines, Inc. Terminal Improvement Projects), Series 2015B-2 (AMT) (the “Series 2015B-2 Bonds” and, together with the Series 2015B-1 Bonds, the “Series 2015B Bonds”) will be issued in fully-registered form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers under the book-entry only system maintained by DTC. The Series 2015B Bonds will be issued in denominations of $100,000 or any integral multiple of $5,000 in excess thereof. So long as Cede & Co. is the registered owner of the Series 2015B Bonds, principal of, premium, if any, and interest on the Series 2015B Bonds will be payable by The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), to DTC, which will in turn remit such payments to its participants for subsequent disbursement to beneficial owners of such Series 2015B Bonds, as more fully described herein. Interest on the Series 2015B Bonds will be payable on each January 15 and July 15, commencing July 15, 2015, until maturity or earlier redemption. The Series 2015B Bonds will be subject to optional redemption, mandatory sinking fund redemption, and extraordinary mandatory redemption prior to maturity, each as more fully described herein under “THE SERIES 2015B BONDS—Optional Redemption,” “—Mandatory Sinking Fund Redemption,” and “—Extraordinary Mandatory Redemption.” The Series 2015B-1 Bonds are being issued by the City of Houston, Texas (the “City”) to finance the improvement, construction and installation of certain passenger terminal facilities for United Airlines, Inc. (“United”) in and adjacent to Terminal B at George Bush Intercontinental Airport/Houston (the “Airport”). The Series 2015B-2 Bonds are being issued by the City to provide a portion of the funds for the redemption of the City’s outstanding Airport System Special Facilities Revenue Bonds (Continental Airlines, Inc. Terminal Improvement Projects), Series 1997B (the “Series 1997B Bonds”) and Airport System Special Facilities Revenue Bonds (Continental Airlines, Inc. Terminal Improvement Projects), Series 1998B (the “Series 1998B Bonds” and, together with the Series 1997B Bonds, the “Series 97/98B Bonds”). The Series 97/98B Bonds were originally issued to finance a portion of the cost of the acquisition, construction, improvement and equipping of certain terminal facilities in Terminal B and elsewhere at the Airport for use by United. The facilities constructed with the proceeds of the Series 97/98B Bonds have been completed and are currently in service at the Airport. The Series 2015B Bonds will be secured on a parity with the City’s outstanding Airport System Special Facilities Revenue Bonds (Continental Airlines, Inc. Terminal Improvement Projects), Series 2011 (AMT) (the “Series 2011 Bonds”). The improvements located in Terminal B and elsewhere at the Airport that were financed by the Series 97/98B Bonds and by the Series 2011 Bonds, and the improvements to be financed by the Series 2015B-1 Bonds and any additional bonds that may be issued in the future and secured on a parity with the Series 2011 Bonds and the Series 2015B Bonds (the Series 2011 Bonds, the Series 2015B Bonds, and any such additional bonds being referred to herein as “Bonds”) are herein referred to as the “Special Facilities.” The Series 2015B Bonds will be issued as special limited obligations of the City, payable solely from and secured by a pledge of certain pledged revenues of the City more fully described herein, consisting primarily of net rentals to be paid by United pursuant to the Second Amended and Restated Special Facilities Lease (as defined herein) between the City and In addition, the payment to the Trustee of all amounts required for the full and prompt payment of the principal of, premium, if any, and interest on the Series 2015B Bonds will be unconditionally guaranteed by United pursuant to a Guaranty between United and the Trustee, as further described herein. The Series 2015B Bonds will also be payable from and secured by a portion of certain rentals that may be received by the City following a termination of United’s possession rights under the Second Amended and Restated Special Facilities Lease while any Series 2015B Bonds remain outstanding, through a reletting of the Special Facilities by the City to one or more replacement tenants, all as further described herein. United is a U.S.-based air carrier that transports people and cargo through its mainline and regional operations, either directly or through participation in Star Alliance®. On March 31, 2013, United Air Lines, Inc. (“Old United”), a wholly-owned subsidiary of United Continental Holdings, Inc. (“UAL”), merged with and into Continental Airlines, Inc. (“Continental”), another wholly-owned subsidiary of UAL, to form one legal entity (the “Airlines Merger”), with Continental continuing as the surviving corporation of the Airlines Merger and as a wholly-owned subsidiary of UAL. Upon closing of the Airlines Merger on March 31, 2013, Continental’s name was changed to United Airlines, Inc. The Series 2015B Bonds shall never constitute an indebtedness of the City within the meaning of any provisions of the Constitution or laws of the State of Texas or the City’s Home Rule Charter and shall not be general obligations of the City. The holders of the Series 2015B Bonds shall never have the right to demand payment thereof out of any funds raised or to be raised by taxation, and may not be repaid in any circumstances from tax revenues or general revenues of the City’s airport system. AN INVESTMENT IN THE SERIES 2015B BONDS INVOLVES SIGNIFICANT RISKS. For more complete information with respect to the security and sources of payment for the Series 2015B Bonds and certain risks with respect thereto, see “SECURITY FOR THE SERIES 2015B BONDS,” and “CERTAIN BONDOWNERS’ RISKS” herein. PRINCIPAL AMOUNTS, MATURITY DATES, INTEREST RATES, PRICES AND YIELDS ON INSIDE COVER PAGE This cover page and the inside cover page hereto contain certain information for quick reference only. They are not intended to be a summary of all factors relating to an investment in any of the Series 2015B Bonds. Investors are advised to read the Official Statement in its entirety before making an investment decision. The Series 2015B Bonds are offered when, as and if issued by the City and accepted by the Underwriters (as defined herein) and subject to the approving opinion of the Attorney General of the State of Texas and to receipt of an approving legal opinion of Co-Bond Counsel. Certain legal matters will be passed upon for the City by the City Attorney; for United by Richa Himani, its Senior Counsel - Commercial Transactions, and for the Underwriters by their counsel O’Melveny & Myers LLP. The Series 2015B Bonds are expected to be available for delivery through the facilities of DTC in New York, New York, on or about March 26, 2015. Citigroup Barclays Cabrera Capital Markets, LLC Siebert Brandford Shank & Co., L.L.C. March 11, 2015 $176,650,000 City of Houston, Texas Airport System Special Facilities Revenue Bonds (United Airlines, Inc. Terminal Improvement Projects), Series 2015B-1 (AMT) $77,605,000 5.000% Term Bond due July 15, 2030 Priced at 104.247% (Yield 4.480%) CUSIP† 4423487R3 $99,045,000 5.000% Term Bond due July 15, 2035 Priced at 103.246% (Yield 4.600%) CUSIP† 4423487S1 $47,390,000 City of Houston, Texas Airport System Special Facilities Revenue Refunding Bonds (United Airlines, Inc. Terminal Improvement Projects), Series 2015B-2 (AMT) $47,390,000 5.000% Term Bond due July 15, 2020 Priced at 106.847% (Yield 3.570%) CUSIP† 4423487T9 † CUSIP is a registered trademark of The American Bankers Association. CUSIP numbers have been assigned to the Series 2015B Bonds by the CUSIP Global Services, managed by Standard and Poor’s Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers are provided solely for the convenience of potential investors.