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The 2016 Subordinate Revenue Refunding Bonds Are

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The 2016 Subordinate Revenue Refunding Bonds Are NEW ISSUE – BOOK–ENTRY–ONLY Ratings: (See “Ratings” herein) In the opinion of Squire Patton Boggs (US) LLP and Eckert Seamans Cherin & Mellott, LLC, Co-Bond Counsel, under existing law assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the 2016 Subordinate Revenue Refunding Bonds (as herein defined) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations Under the laws of the Commonwealth of Pennsylvania, as enacted and construed on the date hereof, interest on the 2016 Subordinate Revenue Refunding Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax. See “TAX MATTERS” herein. PENNSYLVANIA TURNPIKE COMMISSION $360,990,000 Turnpike Subordinate Revenue Refunding Bonds, Series of 2016 Dated: Date of Delivery Due: June 1, as shown on inside front cover The $360,990,000 aggregate principal amount of the Pennsylvania Turnpike Commission Turnpike Subordinate Revenue Refunding Bonds, Series of 2016, dated the date of delivery (the “2016 Subordinate Revenue Refunding Bonds”) are being issued pursuant to that certain Subordinate Trust Indenture dated as of April 1, 2008 (the “Original Subordinate Indenture”) between the Pennsylvania Turnpike Commission (the “Commission”) and Wells Fargo Bank, N.A. (successor trustee to TD Bank, National Association), as trustee (the “Trustee”) as heretofore amended and supplemented (collectively, the “Original Indenture”), and as further amended by that certain Supplemental Trust Indenture No. 20 dated as of February 1, 2016 (“Supplemental Subordinate Indenture No. 20” and, collectively with the Original Indenture, the “Subordinate Indenture”), all pursuant to, among other things, an Act of the General Assembly of Pennsylvania approved July 18, 2007, PL. 169, No. 44 (“Act 44”), the Act of November 25, 2013, P.L. 974, No. 89 (“Act 89”), and various other acts of the General Assembly of Pennsylvania. The 2016 Subordinate Revenue Refunding Bonds will mature on June 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 2016 Subordinate Revenue Refunding Bonds will be payable on each June 1 and December 1, commencing on June 1, 2016. So long as Cede & Co. is the registered owner of the 2016 Subordinate Revenue Refunding Bonds, payments of principal of and interest, if applicable, on the 2016 Subordinate Revenue Refunding Bonds will be made directly by the Trustee, as paying agent (in such capacity, the “Paying Agent”) under the Subordinate Indenture, as described herein. See “DESCRIPTION OF THE 2016 SUBORDINATE REVENUE REFUNDING BONDS.” The 2016 Subordinate Revenue Refunding Bonds will be subject to optional redemption prior to maturity as described herein. THE 2016 SUBORDINATE REVENUE REFUNDING BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION, PAYABLE FROM THE REVENUES AND SOURCES SET FORTH IN THE SUBORDINATE INDENTURE, 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. THE COMMONWEALTH IS NOT OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER FOR PAYMENT OF THE 2016 SUBORDINATE REVENUE REFUNDING BONDS OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE 2016 SUBORDINATE REVENUE REFUNDING BONDS. THE COMMISSION HAS NO TAXING POWER. The 2016 Subordinate Revenue Refunding Bonds will be equally and ratably secured, along with other outstanding and additional Subordinate Revenue Bonds (herein defined) and certain other parity obligations, pursuant to the pledge by the Commission of the Trust Estate under the Subordinate Indenture. The Subordinate Indenture pledges to the Trustee for the benefit of the 2016 Subordinate Revenue Refunding Bonds, together with all outstanding and all additional Subordinate Indenture Bonds (herein defined) and parity obligations and Commission Payments (herein defined). Commission Payments are paid from amounts paid from the General Reserve Fund (herein defined) after the payment of all outstanding Senior Indenture Parity Obligations (herein defined) issued under the Senior Indenture (herein defined), and thus the 2016 Subordinate Revenue Refunding Bonds are subordinate to the payment of such Senior Indenture Parity Obligations. 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 2016 Subordinate Revenue Refunding 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 Squire Patton Boggs (US) LLP, Washington, D.C. and Eckert Seamans Cherin & Mellott, LLC, Harrisburg, Pennsylvania, Co-Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by Stradley Ronon Stevens & Young, LLP, Philadelphia, 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 Buchanan Ingersoll & Rooney PC, Pittsburgh, Pennsylvania, Disclosure Counsel to the Commission. It is anticipated that the 2016 Subordinate Revenue Refunding Bonds will be available for delivery in New York, New York on or about February 23, 2016. The Commission acknowledges that the financing structure of the 2016 Subordinate Revenue Refunding Bonds is derived from the Commission’s sale of the 2016 Subordinate Revenue Refunding Bonds pursuant to a Bond Purchase Agreement dated as of February 11, 2016 by and between the Commission and Citigroup Global Markets Inc., as Representative of the Underwriters. Citigroup Loop Capital Markets PNC Capital Markets LLC Baird Boenning & Scattergood Inc. Stifel/Backstrom McCarley Berry & Co., LLC This Official Statement is dated February 11, 2016. $360,990,000 Turnpike Subordinate Revenue Refunding Bonds, Series of 2016 Maturity Date CUSIP** (June 1) Principal Amount Interest Rate Yield Price (70922) 2017 $ 210,000 5.000% 0.750% 105.370 4LA5 2018 220,000 5.000 0.960 109.057 4LB3 2019 5,330,000 5.000 1.100 112.499 4LC1 2020 42,020,000 5.000 1.260 115.506 4LD9 2021 44,070,000 5.000 1.410 118.177 4LE7 2022 42,630,000 5.000 1.640 119.946 4LF4 2023 11,900,000 5.000 1.830 121.490 4LG2 2024 12,580,000 5.000 2.050 122.338 4LH0 2025 15,290,000 5.000 2.240 122.989 4LJ6 2026 27,785,000 5.000 2.390 122.622* 4LK3 2027 20,145,000 5.000 2.520 121.359* 4LL1 2028 8,165,000 5.000 2.640 120.206* 4LM9 2029 22,275,000 5.000 2.760 119.067* 4LN7 2030 23,400,000 5.000 2.840 118.315* 4LP2 2031 9,135,000 3.000 3.170 97.951 4LQ0 2032 9,490,000 5.000 3.020 116.642* 4LR8 2033 9,855,000 3.125 3.320 97.449 4LS6 2034 10,250,000 5.000 3.120 115.725* 4LT4 2035 10,750,000 5.000 3.170 115.270* 4LU1 2036 11,275,000 5.000 3.220 114.817* 4LV9 2037 11,820,000 5.000 3.280 114.276* 4LW7 2038 12,395,000 5.000 3.340 113.738* 4LX5 ______________________________________ * Priced to first optional redemption date of December 1, 2025. * * 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. PENNSYLVANIA TURNPIKE COMMISSION COMMISSIONERS SEAN LOGAN Chairman WILLIAM K. LIEBERMAN Vice Chairman PASQUALE T. DEON, SR. Secretary/Treasurer BARRY DREW Commissioner LESLIE S. RICHARDS Secretary of Transportation 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 WELLS FARGO BANK, N.A. Trustee, Escrow and Paying 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 2016 Subordinate Revenue Refunding 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.
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