PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 9, 2017 NEW ISSUE – Book-Entry-Only Ratings: Fitch: AA (stable outlook) S&P: AA- (stable outlook) See “Other Information – Ratings”-herein In the opinion of Co-Bond Counsel, under existing law interest on the Bonds will be excludable from gross income for federal income tax purposes, and the Bonds are not “private activity bonds”. See “Tax Matters” for a discussion of the opinion of Co-Bond Counsel, including a description of alternative minimum tax consequences for corporations. $302,845,000* CITY OF DALLAS, TEXAS (Dallas, Denton, Collin, Rockwall and Kaufman Counties) GENERAL OBLIGATION REFUNDING & IMPROVEMENT BONDS, SERIES 2017 Dated Date: Date of Delivery Due: February 15, as shown on Page 2 The City of Dallas, Texas (the “City”) is issuing its $302,845,000* City of Dallas, Texas, General Obligation Refunding & Improvement Bonds, Series 2017 (the “Bonds”). Interest on the Bonds will accrue from the date of their delivery (the “Dated Date”), will be payable February 15 and August 15 of each year commencing February 15, 2018, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company (“DTC”) pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “The Bonds – Book-Entry-Only System” herein. The initial Paying Agent/Registrar is U.S. Bank National Association (see “The Bonds – Paying Agent/Registrar”). The Bonds are direct obligations of the City, payable from an ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City. The Bonds are being authorized pursuant to the general laws of the State of Texas, particularly Chapters 1207, 1331, and 1371 of the Texas Government Code, as amended, and an ordinance (the “Bond Ordinance”) passed by the City Council of the City which delegates to certain City officials the authority to complete the sale of the Bonds through the execution of a “Pricing Certificate” (the Bond Ordinance and Pricing Certificate are herein referred to together as the “Ordinance”) (see “The Bonds – Authority for Issuance”). Proceeds from the sale of the Bonds will be used to provide funds to (i) finance certain improvements, to wit: (a) street and transportation improvements; (b) flood protection and storm drainage facilities; (c) park and recreation facilities; (d) economic development programs; (e) City Hall, City service and City maintenance facilities; and (f) land acquisition for future City facilities; (ii) refund the City’s outstanding General Obligation and Improvement Refunding Bonds Series 2007A as set forth on SCHEDULE I – Schedule of Refunded Bonds attached hereto (the “Refunded Bonds”) for debt service savings; and (iii) pay costs of issuance of the Bonds. CUSIP PREFIX: 235219 MATURITY SCHEDULE & 9 DIGIT CUSIP See Schedule on Page 2 The Bonds are subject to optional redemption as described herein. See “The Bonds – Optional Redemption of the Bonds.” The Bonds are offered for delivery when, as and if issued and received by the Initial Purchasers and subject to the approving opinions of the Attorney General of the State of Texas and the approving opinions of Bracewell LLP, Dallas, Texas and West & Associates LLP, Dallas, Texas, Co-Bond Counsel for the City (see Appendix C, “Form of Co-Bond Counsel’s Opinions”). Certain legal matters will be passed upon for the City by Andrews Kurth Kenyon LLP, Dallas, Texas, Disclosure Counsel for the City. It is expected that the Bonds will be available for delivery through DTC on or about December 12, 2017. BIDS DUE THURSDAY, NOVEMBER 16, 2017, AT 9:00 A.M, CST This Preliminary Official Statement and the information contained herein are subject to completion or amendment without notice. These securities may not be sold nor may offers to buy be accepted prior to the time Official Statement is to offers not be sold nor may These securities may This Preliminary contained herein are subject to completion or amendment without notice. Official Statement and the information solicitation any sale of these securitiesany jurisdiction buy nor shall there be in in which such offer, to Under no circumstances shall this Preliminary to sell or the solicitation of an offer Official Statement constitute an offer form. in final delivered such jurisdiction. prior of any or qualification under the securities to registration be unlawful laws or sale would * Preliminary, subject to change. MATURITY SCHEDULE CUSIP Prefix: 235219 (1) Maturity Principal Interest Initial CUSIP Maturity Principal Interest Initial CUSIP (February 15) Amount Rate Yield Suffix(1) (February 15) Amount Rate Yield Suffix(1) 2018 $4,195,000 2028 $ 14,330,000 2019 17,560,000 2029 14,330,000 2020 17,475,000 2030 14,330,000 2021 17,385,000 2031 14,330,000 2022 17,305,000 2032 14,330,000 2023 17,240,000 2033 14,330,000 2024 17,180,000 2034 14,325,000 2025 17,130,000 2035 14,325,000 2026 17,075,000 2036 14,325,000 2027 17,020,000 2037 14,325,000 (Interest to accrue from Date of Delivery) _____________ (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services managed by S&P Global Market Intelligence on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the City nor the Co-Financial Advisors shall be responsible for the selection or correctness of the CUSIP numbers shown herein. The City reserves the right, at its option, to redeem the Bonds having stated maturities on and after February 15, 2028, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2027, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. (See “The Bonds – Optional Redemption of the Bonds”). [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] i For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (the “Rule”), and in effect on the date of this Preliminary Official Statement, this document constitutes an “official statement” of the City with respect to the Bonds that has been deemed “final” by the City as of its date except for the omission of no more than the information permitted by Rule. This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the City’s Co-Financial Advisors. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. 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 the affairs of the City or other matters described. THE AGREEMENTS OF THE CITY AND OTHERS RELATED TO THE BONDS ARE CONTAINED SOLELY IN THE CONTRACTS DESCRIBED HEREIN. NEITHER THIS OFFICIAL STATEMENT NOR ANY OTHER STATEMENT MADE IN CONNECTION WITH THE OFFER OR SALE OF THE BONDS IS TO BE CONSTRUED AS CONSTITUTING AN AGREEMENT WITH THE PURCHASERS OF THE BONDS. INVESTORS SHOULD READ THE ENTIRE OFFICIAL STATEMENT, INCLUDING ALL APPENDICES ATTACHED HERETO, TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION. THE BONDS ARE EXEMPT FROM REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN WHICH THE BONDS HAVE BEEN REGISTERED, QUALIFIED, OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. All information contained in this Official Statement is subject, in all respects, to the complete body of information contained in the original sources thereof and no guaranty, warranty, or other representation is made concerning the accuracy or completeness of the information herein. In particular, no opinion or representation is rendered as to whether any projection will approximate actual results, and all opinions, estimates and assumptions, whether or not expressly identified as such, should not be considered statements of fact. Neither the City nor the Initial Purchaser make any representation regarding the information contained in this Official Statement regarding The Depository Trust Company or its Book-Entry-Only System, as such information has been furnished by DTC.