NEW ISSUE — BOOK-ENTRY ONLY RATINGS: See “RATINGS” herein In the respective opinions of Bond Counsel to the City to be delivered upon the issuance of the Series 2016A Bonds, under existing law and assuming compliance by the City and County of Denver, Colorado (the “City”), with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”) that must be met subsequent to the issuance of the Series 2016A Bonds, with which the City has certified, represented and covenanted its compliance, interest on the Series 2016A Bonds is excluded from gross income for federal income tax purposes, and is not included in the computation of the federal alternative minimum tax imposed on individuals, trusts, estates and, subject to certain exceptions, corporations. Also, in the respective opinions of Bond Counsel to the City to be delivered upon the issuance of the Series 2016A Bonds, under existing law and to the extent interest on the Series 2016A Bonds is excluded from gross income for federal income tax purposes, such interest is not subject to income taxation by the State of Colorado. See “TAX MATTERS” for a more detailed discussion. CITY AND COUNTY OF DENVER, COLORADO FOR AND ON BEHALF OF ITS DEPARTMENT OF AVIATION $256,810,000 AIRPORT SYSTEM REVENUE BONDS SERIES 2016A (NON-AMT) Dated: Date of Delivery Due: November 15, as shown on the inside cover page The Series 2016A Bonds are being issued by authority of the City’s home rule charter and ordinances adopted pursuant thereto in order to refund, redeem and defease outstanding Airport System revenue bonds and pay the costs of issuing the Series 2016A Bonds, all as further described herein. Capitalized terms used on this cover page are defined herein. The Series 2016A Bonds will be issued in fully registered form and registered initially in the name of Cede & Co., as partnership nominee of The Depository Trust Company, New York, New York (“DTC”), which will serve as securities depository for the Series 2016A Bonds. Beneficial Ownership Interests in the Series 2016A Bonds, in non-certificated book-entry only form, may be purchased in integral multiples of $5,000 by or through participants in the DTC system. Beneficial Ownership Interests will be governed as to the receipt of payments, notices and other communications, transfers and various other matters with respect to the Series 2016A Bonds by the rules and operating procedures applicable to the DTC book-entry system as described herein. Investors may purchase Series 2016A Bonds in book-entry form only. The Series 2016A Bonds bear interest at the rates per annum set forth on the inside cover page hereof payable beginning on May 15, 2017, and semiannually thereafter on each May 15 and November 15, and mature on the dates set forth on the inside cover page hereof, subject to redemption prior to maturity as described herein. The Series 2016A Bonds are special obligations of the City, for and on behalf of its Department of Aviation, payable solely from and secured by a pledge of the Net Revenues of the Airport System and certain Airport System funds and accounts as described herein. None of the properties of the Airport System is subject to any mortgage or other lien for the benefit of the Owners or Beneficial Owners of the Series 2016A Bonds, and neither the full faith and credit nor the taxing power of the City is pledged to the payment of the Series 2016A Bonds. The Series 2016A Bonds do not constitute general obligations of the City, the State or any political subdivision or agency of the State within the meaning of any constitutional, home rule charter or statutory limitation of the City or the State. The purchase and ownership of Beneficial Ownership Interests in the Series 2016A Bonds involve investment risks. Prospective purchasers should read this Official Statement in its entirety, giving particular attention to the matters discussed under “RISKS AND OTHER INVESTMENT CONSIDERATIONS.” Purchasers of Beneficial Ownership Interests in the Series 2016A Bonds will be deemed to have consented to certain proposed amendments to the City’s Senior Bond Ordinance as discussed herein. The Series 2016A Bonds are offered when, as and if issued, subject to the approval of their validity and enforceability by Hogan Lovells US LLP, Denver, Colorado, Bond Counsel to the City, and Becker Stowe Partners LLC, Denver, Colorado, Bond Counsel to the City. Certain legal matters will be passed upon for the City by Kristin M. Bronson, Esq., City Attorney, and Ballard Spahr LLP, Denver, Colorado, Special Counsel to the City; and for the Underwriters by Sherman & Howard L.L.C., Denver, Colorado. It is expected that delivery of the Series 2016A Bonds will be made through the facilities of DTC on or about December 1, 2016. RBC CAPITAL MARKETS LOOP CAPITAL MARKETS MORGAN STANLEY US BANCORP Dated: November 17, 2016 MATURITY SCHEDULE CITY AND COUNTY OF DENVER, COLORADO FOR AND ON BEHALF OF ITS DEPARTMENT OF AVIATION $256,810,000 AIRPORT SYSTEM REVENUE BONDS SERIES 2016A (NON-AMT) Maturity Principal Interest (November 15) Amount Rate Yield Price CUSIP© No.1 2017 $24,535,000 5.00% 0.980% 103.813 249182 JQ0 2018 8,540,000 5.00 1.250 107.221 249182 JR8 2019 4,160,000 5.00 1.440 110.264 249182 JS6 2020 9,145,000 5.00 1.650 112.776 249182 JT4 2021 3,410,000 5.00 1.840 114.900 249182 JU1 2023 80,475,000 5.00 2.220 117.825 249182 JV9 2024 30,825,000 5.00 2.410 118.647 249182 JW7 2025 35,190,000 5.00 2.610 118.975 249182 JX5 2031 29,525,000 5.00 3.210 115.149c 249182 JY3 2032 31,005,000 5.00 3.280 114.506c 249182 JZ0 1 A registered trademark of The American Bankers Association. CUSIP numbers are provided by CUSIP Global Services managed by Standard & Poor’s Capital IQ on behalf of The American Bankers Association. CUSIP numbers are provided for convenience of reference only. None of the City, the Department or the Underwriters takes responsibility for the accuracy of such CUSIP numbers now or at any time in the future. The CUSIP number for any maturity of the Series 2016A Bonds may be changed after the issuance of the Series 2016A Bonds as the result of various subsequent actions, including, without limitation, a refunding of all or a portion of such maturity or the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2016A Bonds. c Priced to first optional redemption date of November 15, 2026. SELECTED CITY OFFICIALS AND CONSULTANTS Mayor Michael B. Hancock City Council Albus Brooks, President Kendra Black Paul Kashmann Jolon Clark Robin Kniech Rafael Espinoza Paul D. López Kevin Flynn Wayne New Stacie Gilmore Deborah Ortega Christopher Herndon Mary Beth Susman Auditor Timothy M. O’Brien Cabinet Officials Donald J. Mares Deputy Mayor, Manager/Executive Director of the Department of Human Services Brendan J. Hanlon Manager of Finance/Chief Financial Officer Kristin M. Bronson, Esq. City Attorney Brad Buchanan Manager/Executive Director of Community Planning and Development Jose Cornejo Manager/Executive Director of the Department of Public Works Kim Day Manager/Chief Executive Officer of the Department of Aviation Allegra “Happy” Haynes Manager/Executive Director of the Department of Parks and Recreation Penny May Manager/Executive Director of the Department of General Services Robert M. McDonald Manager/Executive Director of the Department of Environmental Health Stephanie O’Malley Manager/Executive Director of the Department of Safety Clerk and Recorder, Ex-Officio Clerk Debra Johnson Department of Aviation Gisela Shanahan Executive Vice President/Chief Financial Officer Eric Hiraga Executive Vice President/Chief of Staff Ken Greene Executive Vice President/Chief Operating Officer Patrick Heck Executive Vice President/Chief Commercial Officer Darryl Jones Executive Vice President/Chief Real Estate Officer Xavier S.L. DuRán, Esq. Executive Vice President/General Counsel Airport Consultant WJ Advisors LLC Denver, Colorado Financial Consultants Frasca & Associates, LLC New York, NY Bond Counsel Hogan Lovells US LLP Becker Stowe Partners LLC Denver, Colorado Denver, Colorado Special Counsel Ballard Spahr LLP Denver, Colorado PRELIMINARY NOTICES This Official Statement does not constitute an offer to sell the Series 2016A Bonds in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, salesman or other person has been authorized by the City, the Financial Consultant or the Underwriters to give any information or to make any representation other than those contained herein, and if given or made, such other information or representation must not be relied upon as having been authorized by the City or any other person. 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 the implication that there has been no change in the matters described herein since the date hereof. The information contained in this Official Statement has been obtained from the City and other sources that are deemed reliable. The order and placement of materials in this Official Statement, including the appendices, are not to be deemed a determination of relevance, materiality or importance, and this Official Statement, including the appendices, must be considered in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provisions or sections of this Official Statement.