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The Pennsylvania Turnpike Commission Turnpike Revenue Bonds, Series C of 2014 (The “2014C Bonds”) Are Being Issued Pursuant to a Supplemental Trust Indenture No

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The Pennsylvania Turnpike Commission Turnpike Revenue Bonds, Series C of 2014 (The “2014C Bonds”) Are Being Issued Pursuant to a Supplemental Trust Indenture No NEW ISSUE – BOOK–ENTRY–ONLY Ratings: See “RATINGS” herein. In the opinion of Co-Bond Counsel, interest on the 2014C Bonds is not includable in gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, subject to the condition described in “TAX MATTERS” herein and interest on the 2014C Bonds is not treated as an item of tax preference under Section 57 of the Internal Revenue Code of 1986, as amended (the “Code”) for purposes of the individual and corporate alternative minimum taxes. However, under the Code, such interest may be subject to certain other taxes affecting corporate holders of the 2014C Bonds. Under the laws of the Commonwealth of Pennsylvania, the 2014C Bonds are exempt from personal property taxes in Pennsylvania, and interest on the 2014C Bonds is exempt from Pennsylvania personal income tax and the Pennsylvania corporate net income tax. For a more complete discussion, see “TAX MATTERS” herein. $294,225,000 PENNSYLVANIA TURNPIKE COMMISSION TURNPIKE REVENUE BONDS, SERIES C OF 2014 Dated: Date of Delivery Due: December 1, as shown on Inside Front Cover The Pennsylvania Turnpike Commission Turnpike Revenue Bonds, Series C of 2014 (the “2014C Bonds”) are being issued pursuant to a Supplemental Trust Indenture No. 37 dated as of December 1, 2014 (“Supplemental Indenture No. 37”) to the Amended and Restated Trust Indenture dated as of March 1, 2001, as previously amended and supplemented (the “Restated Indenture” and together with Supplemental Indenture No.37, the “Senior Indenture”), between the Pennsylvania Turnpike Commission (the “Commission”) and U.S. Bank National Association, as trustee (the “Trustee”). The 2014C Bonds are being issued to provide funds to finance the costs of (i) various capital expenditures set forth in the Commission’s current ten year capital plan; (ii) reimbursing the Commission for certain costs previously incurred in connection with such capital expenditures; (iii) capitalized interest on the 2014C Bonds; (iv) a debt service reserve fund deposit; and (v) issuing the 2014C Bonds. The 2014C Bonds will be dated the date of initial issuance and delivery thereof. The 2014C Bonds will mature on December 1 of the years and bear interest from their delivery date at the rates shown on the inside cover page hereof, calculated on the basis of a year of 360 days consisting of twelve 30-day months. Interest on the 2014C Bonds will be payable on each June 1 and December 1, commencing June 1, 2015. The 2014C Bonds are deliverable in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the 2014C Bonds. Beneficial ownership interests in the 2014C Bonds will be recorded in book-entry only form in denominations of $5,000 or any integral multiple thereof. Purchasers of the 2014C Bonds will not receive bonds representing their beneficial ownership in the 2014C Bonds, but will receive a credit balance on the books of their respective DTC Participants or DTC Indirect Participants. So long as Cede & Co. is the registered owner of the 2014C Bonds, principal of and interest on the 2014C Bonds will be paid to Cede & Co., as nominee of DTC, which will, in turn, remit such principal and interest to the Participants and Indirect Participants for subsequent disbursement to the Beneficial Owners, as described herein. The 2014C Bonds will be transferable or exchangeable to another nominee of The Depository Trust Company or as otherwise described herein. So long as Cede & Co. is the registered owner of the 2014C Bonds, payments of principal and interest on the 2014C Bonds will be made directly by the Trustee under the Senior Indenture, as described herein. See “DESCRIPTION OF THE 2014C Bonds – Book-Entry Only System.” The 2014C Bonds will be subject to optional and mandatory sinking fund redemption prior to maturity as described herein. THE 2014C BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION AND SHALL NOT BE DEEMED TO BE A DEBT OF THE COMMONWEALTH OF PENNSYLVANIA (THE “COMMONWEALTH”) OR A PLEDGE OF THE FAITH AND CREDIT OF THE COMMONWEALTH, BUT THE 2014C BONDS SHALL BE PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED HEREIN) WHICH CONSISTS PRIMARILY OF TOLLS FROM THE SYSTEM (AS DEFINED HEREIN). THE COMMONWEALTH IS NOT OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER FOR PAYMENT OF THE 2014C BONDS OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE 2014C BONDS. THE COMMISSION HAS NO TAXING POWER. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The 2014C Bonds are being offered when, as and if issued and accepted by the Underwriters, subject to prior sale, withdrawal or modification of the offer without notice, to certain legal matters being passed upon by Saul Ewing LLP, Philadelphia, Pennsylvania and Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by Fox Rothschild LLP, Pittsburgh, Pennsylvania, Counsel for the Underwriters. Certain legal matters will be passed upon for the Commission by its Chief Counsel, Doreen A. McCall, Esquire, and by Raffaele & Puppio, LLP, Media, Pennsylvania, Disclosure Counsel to the Commission. It is anticipated that delivery of the 2014C Bonds in book-entry form will be made through the facilities of DTC in New York, New York on or about December 18, 2014. PNC Capital Markets LLC Piper Jaffray BofA Merrill Lynch Siebert Brandford Shank & Co., L.L.C. Rice Financial Products Company Cabrera Capital Markets, LLC This Official Statement is dated December 4, 2014. $294,225,000 PENNSYLVANIA TURNPIKE COMMISSION TURNPIKE REVENUE BONDS, SERIES C OF 2014 Maturity CUSIP§ No (December 1) Principal Amount Interest Rate Yield Price (709224) 2018 $1,260,000 4.000% 1.140% 111.022 EZ8 2019 1,750,000 4.000% 1.500% 111.889 FA2 2020 2,275,000 5.000% 1.820% 117.862 FB0 2021 2,920,000 5.000% 2.130% 118.455 FC8 2022 545,000 2.250% 2.380% 99.062 FD6 2023 50,000 2.500% 2.560% 99.521 FE4 2024 360,000 2.625% 2.710% 99.262 FF1 2025 40,000 2.750% 2.870% 98.878 FG9 2026 6,020,000 5.000% 2.960% 117.473* FH7 2027 7,015,000 5.000% 3.060% 116.535* FJ3 2028 8,120,000 5.000% 3.130% 115.884* FK0 2029 9,260,000 5.000% 3.190% 115.329* FL8 2030 10,440,000 5.000% 3.260% 114.686* FM6 2031 11,035,000 5.000% 3.320% 114.138* FN4 2032 12,140,000 5.000% 3.370% 113.684* FP9 2033 13,505,000 5.000% 3.420% 113.232* FQ7 2034 14,965,000 5.000% 3.450% 112.961* FR5 $85,895,000 5.000% Term Bonds due December 1, 2039; Yield 3.610%; Priced 111.533* (CUSIP 709224FS3) $106,630,000 5.000% Term Bonds due December 1, 2044, Yield 3.700%; Priced at 110.739* (CUSIP 709224FT1) § The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an organization not affiliated with the Commission or the Underwriters, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. None of the Commission or the Underwriters has agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above. * Priced to first optional redemption date of December 1, 2024. PENNSYLVANIA TURNPIKE COMMISSION COMMISSIONERS WILLIAM K. LIEBERMAN Chairman A. MICHAEL PRATT Vice Chairman PASQUALE T. DEON, SR. Secretary/Treasurer SEAN F. LOGAN Commissioner BARRY J. SCHOCH Commissioner ADMINISTRATION MARK COMPTON Chief Executive Officer CRAIG R. SHUEY Chief Operating Officer NIKOLAUS H. GRIESHABER Chief Financial Officer BRADLEY J. HEIGEL Chief Engineer DOREEN A. MCCALL Chief Counsel RAY A. MORROW Chief Compliance Officer U. S. BANK NATIONAL ASSOCIATION Trustee and Authenticating Agent PUBLIC FINANCIAL MANAGEMENT, INC. Financial Advisor G-ENTRY PRINCIPLE, P.C. Co-Financial Advisor No dealer, broker, salesman or other person has been authorized by the Commission or the Underwriters to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any or either of 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 2014C Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Commission and other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as representations by, the Underwriters. The information and expressions of opinion contained 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 any of the information set forth herein since the date hereof.
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