NEW ISSUE RATING: Moody's Investors Service: “A1” Book-Entry Only NATIONAL PUBLIC FINANCE GUARANTEE INSURED Bank Qualified Standard and Poor’s Ratings Service: “AA-” See "MISCELLANEOUS – Bond Ratings" herein. Subject to compliance by the City and the Utility Commission with certain covenants, in the opinion of Bond Counsel, under present law, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Bond Counsel is also of the opinion that, under existing laws of the Commonwealth of Kentucky, the Bonds are exempt from ad valorem taxation and interest on the Bonds is exempt from present Commonwealth income taxes. The Bonds are “qualified tax-exempt obligations” under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See "TAX EXEMPTION" and “QUALIFIED TAX-EXEMPT OBLIGATIONS” herein for a more complete discussion. $5,385,000 CITY OF OWENSBORO, KENTUCKY Water Revenue Improvement Bonds Series 2015 Dated: Date of Issuance Due: September 15, as shown below The Water Revenue Improvement Bonds, Series 2015 (the "Bonds") of the City of Owensboro, Kentucky (the "City") are issuable only as fully-registered bonds, without coupons, and when issued will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the Bonds. Purchases of the Bonds will be made in book-entry form in the denominations of $5,000 or any integral multiple thereof. Purchasers of the Bonds (the "Beneficial Owners") will not receive certificates representing their interests in the Bonds. So long as Cede & Co. is the registered owner of the Bonds, as nominee of DTC, references herein to the bondowners or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Bonds. See "THE BONDS - Book-Entry Only System" herein. Interest on the Bonds will be payable semiannually on March 15 and September 15 of each year beginning on March 15, 2016. So long as DTC or its nominee, Cede & Co., is the Bondowner, such payments will be made by U.S. Bank National Association, Louisville, Kentucky, as paying agent and registrar (the "Paying Agent") directly to such Bondowner. Disbursement of such payments to the DTC Participants is the responsibility of DTC. Distribution of such payments to Beneficial Owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. The Bonds are being issued on a parity with the City’s outstanding Water Revenue Refunding and Improvement Bonds, Series 2009, Water Revenue Refunding and Improvement Bonds, Series 2014, and any other parity bonds that may be issued in the future. The Bonds and the interest thereon are payable solely from the revenues derived by the City from the operation of its water supply system, all as described herein. The Bonds are limited obligations of the City and do not constitute an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation. The Bonds are subject to redemption prior to maturity as described herein under the caption "THE BONDS - Optional Redemption" and “- Mandatory Redemption.” The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Bonds by National Public Finance Guarantee Corporation (“National”). See inside cover for maturities, principal amounts, interest rates, price, yields and CUSIP numbers. This cover page contains information for quick reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Bonds are offered when, as and if issued by the City and accepted by the Underwriter, subject to prior placement, withdrawal or modification of the offer without notice and subject to the approval of their validity by Chapman and Cutler LLP, Chicago, Illinois, Bond Counsel, and subject to certain other conditions. Certain legal matters have been passed on for Owensboro Municipal Utilities by its counsel, Kamuf, Pace and Kamuf, Owensboro, Kentucky. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York on or about December 16, 2015. J.J.B. Hilliard, W.L. Lyons, LLC The date of this Official Statement is December 1, 2015. $5,385,000 CITY OF OWENSBORO, KENTUCKY Water Revenue Improvement Bonds Series 2015 MATURITY SCHEDULE Base CUSIP: 691106 Maturity Principal Interest September 15 Amount Rate Yield Price CUSIP(1) 2016 $35,000 3.000% 0.850% 101.597 HR2 2017 30,000 3.000 1.000 103.454 HS0 2018 35,000 3.000 1.250 104.710 HT8 2019 30,000 3.000 1.400 105.819 HU5 2020 35,000 3.000 1.650 106.138 HV3 2021 35,000 3.000 1.900 105.960 HW1 2022 35,000 3.000 2.050 105.955 HX9 2023 40,000 3.000 2.300 104.939 HY7 2024 45,000 3.000 2.600 102.787+ HZ4 *** 2028 50,000 3.000 3.100 98.950 JD1 2029 55,000 3.000 3.200 97.786 JE9 2030 55,000 3.250 3.250 100.00 JF6 *** 2040 2,180,000 4.000 3.550 103.020+ JR0 (1) $140,000 3.000% Term Bonds due September 15, 2027 – Price 100.000% CUSIP JC3 (1) $235,000 3.500% Term Bonds due September 15, 2034 – Price 100.000% CUSIP JK5 (1) $2,350,000 3.500% Term Bonds due September 15, 2039 – Price 98.408% CUSIP JQ2 + Price and yield calculated to the first optional redemption date (September 15, 2023). (1) Copyright 2015, American Bankers Association. CUSIP data herein is provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The City shall not be responsible for the selection of CUSIP numbers, nor any representation made as to their correctness on the Bonds as indicated above. BOARD OF COMMISSIONERS OF CITY OF OWENSBORO, KENTUCKY Ron Payne, Mayor Jeff Sanford, Mayor Pro Tem Bob Glenn, Commissioner Pam Smith-Wright, Commissioner Deborah May Nunley, Commissioner William E. Parrish, City Manager Beth Cecil, City Clerk BOARD OF COMMISSIONERS OF CITY UTILITY COMMISSION OWENSBORO MUNICIPAL UTILITIES James A. Fulkerson, Chairman Dan Riney, Vice Chairman Tony Cecil, Secretary Ted Lolley Dr. Tom Maddox MANAGEMENT OF OWENSBORO MUNICIPAL UTILITIES GENERAL MANAGER Terrance P. Naulty, II DIRECTOR OF PRODUCTION DIRECTOR Kevin D. Frizzell FINANCE AND ACCOUNTING J. Lynn Holland DIRECTOR OF DELIVERY Tim Lyons DIRECTOR POWER MARKETING Rob Leesman DIRECTOR OF CUSTOMER SERVICE AND SHARED SERVICES Michael Moore CONSULTING ENGINEER Burns & McDonnell Kansas City, Missouri INDEPENDENT AUDITOR Riney Hancock CPAs PSC Owensboro, Kentucky COUNSEL TO CITY UTILITY COMMISSION Kamuf, Pace and Kamuf Owensboro, Kentucky BOND COUNSEL Chapman and Cutler LLP Chicago, Illinois FINANCIAL ADVISOR Stifel, Nicolaus & Company, Incorporated St. Louis, Missouri USE OF INFORMATION IN OFFICIAL STATEMENT The Bonds have not been registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, or registered in any state and will not be listed on any stock or other securities exchange. Neither the SEC nor any other federal, state or other governmental entity or agency will have passed upon the accuracy or adequacy of this Official Statement or approved the Bonds for sale. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to whom it is unlawful to make such offer or solicitation. The information set forth herein has been provided by the City, and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness. All summaries contained in this Official Statement are subject in all respects to the complete document, statute, regulation, rule, court decision or report. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor the sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the City since the date thereof. In connection with this offering, the Underwriter may effect transactions which stabilize or maintain the market price of the Bonds offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. TABLE OF CONTENTS Page INTRODUCTION ....................................................................................................................... 1 THE BONDS ............................................................................................................................... 1 Authorization .................................................................................................................. 1 Security for the Bonds .................................................................................................... 2 Description .....................................................................................................................