NEW ISSUE—BOOK-ENTRY ONLY RATINGS: Fitch: “A-” Moody’s: “A2” / “A2” (Insured Bonds) S&P: “A+” / “AA” (Insured Bonds) See “RATINGS” herein. In the opinion of Co-Bond Counsel, interest on the 2017 Bonds will be excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions, subject to the conditions described in “TAX MATTERS” herein. In addition, interest on the 2017 Bonds will not be 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 2017 Bonds. Under the existing laws of the Commonwealth of Pennsylvania, interest on the 2017 Bonds will be free from Pennsylvania personal income taxation and Pennsylvania corporate net income taxation but such exemption does not extend to gift, estate, succession or inheritance taxes or any other taxes not levied or assessed directly on the 2017 Bonds or the interest thereon. For a more complete discussion, see “TAX MATTERS” herein. $262,865,000 THE CITY OF PHILADELPHIA, PENNSYLVANIA GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017 Dated: Date of Delivery Due: August 1, as shown on inside cover page Defined Terms. All capitalized terms that are not otherwise defined on this cover page have the meanings provided to such terms in this Official Statement. The 2017 Bonds. The City of Philadelphia, Pennsylvania (the “City”), a corporation, body politic and city of the first class existing under the laws of the Commonwealth of Pennsylvania, is issuing the above-referenced bonds (the “2017 Bonds”). Purpose. The 2017 Bonds are being issued for the purpose of providing funds to (i) refund a portion of the City’s outstanding General Obligation Bonds, as more particularly described herein, and (ii) pay the costs relating to the issuance of the 2017 Bonds. See “PLAN OF FINANCE AND ESTIMATED SOURCES AND USES OF FUNDS” herein. Security. The 2017 Bonds are general obligations of the City, and the full faith, credit and taxing power of the City are pledged for the payment of the principal of and interest on the 2017 Bonds when due. The City has covenanted that, so long as the 2017 Bonds remain outstanding, it will make payments out of its sinking fund or any other of its general revenues or funds at such times and in such annual amounts as shall be sufficient for the payment of interest thereon and the principal thereof when due, whether at maturity or redemption. See “SECURITY FOR THE 2017 BONDS” herein. Insurance for Certain 2017 Bonds. The scheduled payment of principal of and interest on the 2017 Bonds maturing on August 1 of the years 2025, 2026, 2027, 2030, 2031 (with an original par amount of $10,000,000), 2032 (with an original par amount of $10,035,000), and 2039 (the “Insured Bonds”), when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Insured Bonds by ASSURED GUARANTY MUNICIPAL CORP. Redemption. The 2017 Bonds are subject to redemption prior to maturity, as described herein. See “THE 2017 BONDS – Redemption Provisions” herein. Interest Payment Dates. Interest on the 2017 Bonds is payable semiannually on each February 1 and August 1, commencing August 1, 2017. Tax Status. For information on the tax status of the 2017 Bonds, see the italicized language at the top of this cover page and “TAX MATTERS” herein. Delivery Date. It is expected that the 2017 Bonds will be available for delivery to DTC on or about February 2, 2017. This cover page contains certain information for quick reference only. It is not a summary of the 2017 Bonds or this Official Statement. Investors must read the entire Official Statement, including the Appendices, which are an integral part hereof, to obtain information essential to the making of an informed investment decision regarding the 2017 Bonds. The 2017 Bonds are offered when, as and if issued by the City and accepted by the Underwriters and subject to the approval of the legality of the issuance of the 2017 Bonds by Cozen O’Connor and Ahmad Zaffarese LLC, Co-Bond Counsel, both of Philadelphia, Pennsylvania. Certain legal matters will be passed upon for the City by the City of Philadelphia Law Department, and for the Underwriters by their counsel, Eckert Seamans Cherin & Mellott, LLC, Philadelphia, Pennsylvania. Hawkins Delafield & Wood LLP and the Law Office of Ann C. Lebowitz, Philadelphia, Pennsylvania, Co-Disclosure Counsel to the City, will each deliver an opinion to the City and the Underwriters regarding certain matters. RBC Capital Markets Loop Capital Markets Barclays Drexel Hamilton Citigroup TD Securities Dated: January 25, 2017 MATURITIES, AMOUNTS, INTEREST RATES, PRICES, YIELDS, AND CUSIPS† $262,865,000 The City of Philadelphia, Pennsylvania General Obligation Refunding Bonds, Series 2017 Serial Bonds Maturity Principal Interest CUSIP† (August 1) Amount Rate Price Yield 717813 2018 $7,040,000 4.000% 103.884 1.370% TG4 2019 $12,625,000 5.000% 108.265 1.610% ST7 2020 $9,760,000 5.000% 110.584 1.860% SU4 2021 $11,240,000 5.000% 112.337 2.110% SV2 2022 $14,100,000 5.000% 113.646 2.340% SW0 2023 $14,660,000 5.000% 114.134 2.620% SX8 2024 $15,180,000 5.000% 114.639 2.820% SY6 2028 $12,990,000 5.000% 113.836* 3.420%* TC3 2029 $13,145,000 5.000% 113.082* 3.500%* TD1 2031 $18,945,000 5.000% 111.870* 3.630%* TF6 2032 $4,000,000 5.000% 111.315* 3.690%* TH2 2037 $6,955,000 5.000% 109.131* 3.930%* TJ8 Term Bond Year Interest CUSIP† (August 1) Principal Rate Price Yield 717813 2041 $16,260,000 5.000% 108.772* 3.970%* TL3 Insured Serial Bonds Maturity Principal Interest CUSIP† (August 1) Amount Rate Price Yield 717813 2025 $14,990,000 5.000% 115.470 2.930% SZ3 2026 $15,465,000 5.000% 115.705 3.080% TA7 2027 $12,885,000 5.000% 115.363 3.260% TB5 2030 $27,735,000 5.000% 113.931* 3.410%* TE9 2031 $10,000,000 5.000% 113.270* 3.480%* TM1 2032 $10,035,000 4.000% 100.768* 3.910%* TN9 Insured Term Bond Year Interest CUSIP† (August 1) Principal Rate Price Yield 717813 2039 $14,855,000 4.000% 98.974 4.070% TK5 Price and yield calculated to the first optional call date of August 1, 2027 at par. † CUSIP is a registered trademark of the American Bankers Association (the “ABA”). CUSIP data is provided by CUSIP Global Services, which is managed on behalf of the ABA by S&P Global Market Intelligence, a part of S&P Global Inc. The CUSIP numbers listed above are being provided solely for the convenience of the holders of 2017 Bonds only at the time of issuance of the 2017 Bonds and the City, the Fiscal Agent and the Underwriters do not make any representation with respect to such CUSIP numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP numbers are subject to being changed after the issuance of the 2017 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the 2017 Bonds or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that may be applicable to all or a portion of the 2017 Bonds. THE CITY OF PHILADELPHIA, PENNSYLVANIA _______________________ MAYOR HONORABLE JAMES F. KENNEY ______________________ _______________________ MAYOR’S CHIEF OF STAFF Jane Slusser ______________________ MAYOR’S CABINET Michael DiBerardinis ........................................................................................................ Managing Director Rob Dubow ...................................................................................................................... Director of Finance Sozi Pedro Tulante, Esq. ............................................................................................................ City Solicitor Nina Ahmad ....................................................................................... Deputy Mayor for Public Engagement Nolan Atkinson ...................................................................................... Chief Diversity & Inclusion Officer James Engler .................................................................................... Deputy Mayor for Policy & Legislation Harold Epps. ................................................................................................................... Commerce Director Anne Fadullon ...................................................................................... Director of Planning & Development Otis Hackney ............................................................................................................. Chief Education Officer Sheila Hess ...................................................................................................................... City Representative Ellen Kaplan................................................................................................................ Chief Integrity Officer Amy Kurland ...................................................................................................................... Inspector General Richard Lazer ........................................................................................... Deputy Mayor for Labor Relations Deborah Mahler ...................................................................... Deputy Mayor for Intergovernmental Affairs Christine Derenick-Lopez ................................................................................