NEW ISSUE—BOOK-ENTRY ONLY Rating: Standard & Poor’s “SP-1+” (See “Rating” herein.) In the opinion of Note Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, interest on the Notes is excluded from gross income for Federal income tax purposes. Note Counsel is also of the opinion that interest on the Notes is not a specific item of tax preference under §57 of the Internal Revenue Code of 1986, as amended (the “Code”), for purposes of federal individual and corporate alternative minimum taxes. In the opinion of Note Counsel, under existing laws, the Notes, and the interest therefrom, are free from taxation for purposes of personal income, corporate net income and personal property taxes within the Commonwealth of Pennsylvania. COUNTY OF ALLEGHENY, PENNSYLVANIA $75,000,000 TAX AND REVENUE ANTICIPATION NOTES, SERIES A OF 2012 $100,000,000 TAX AND REVENUE ANTICIPATION NOTES, SERIES B OF 2012 Dated: January 17, 2012 Due: July 16, 2012 Series A of 2012: Interest Rate: 1.50% Price: 100.677 Yield: 0.13% CUSIP: 01728V NP1 Series B-1 of 2012: Interest Rate: 2.00% Price: 100.879 Yield: 0.22% CUSIP: 01728V NQ9 Series B-2 of 2012: Interest Rate: 2.00% Price: 100.884 Yield: 0.21% CUSIP: 01728V NQ9 The County of Allegheny, Pennsylvania (the “County”) is issuing its Tax and Revenue Anticipation Notes, Series A of 2012 in the principal amount of $75,000,000 (“the Series 2012A Note”) and its Tax and Revenue Anticipation Notes, Series B of 2012 in the principal amount of $100,000,000 (“the Series 2012B Note”) (collectively, the “Notes”). The Notes will be issued in registered form in initial denominations of $100,000 or any integral multiple thereof, and will be dated January 17, 2012. The Notes will be issuable only as fully registered Notes, registered in the name of Cede & Co., as nominee for the Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Notes. Purchasers will not receive certificates representing their ownership interest in the Notes purchased. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to “Owners” or “registered owners” shall mean Cede & Co. as aforesaid, and shall not mean the Beneficial Owners of the Notes. Beneficial ownership of the Notes may be acquired in denominations of $100,000 and any integral multiple thereof. The Notes will pay interest at maturity. Principal of and interest on the Notes is payable at the designated corporate trust office of U.S. Bank National Association, Pittsburgh, Pennsylvania (the “Paying Agent”). So long as DTC or its nominee, Cede & Co., is the registered owner, such payments will be made directly to Cede & Co. Disbursement of such payments to the DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants and the Indirect Participants, as more fully described herein. REDEMPTION: The Notes are not subject to mandatory or optional redemption prior to maturity. PURPOSE: The purpose of the issuance of the Notes is to fund, in part, current operating expenses of the County in anticipation of the receipt of taxes and revenues during the fiscal year ending December 31, 2012. SECURITY: The Notes will constitute an irrevocable pledge of the County’s full faith, credit and taxing power for the payment of the principal of, and interest on, the Notes. INTEREST RATE: The Notes will accrue interest at a fixed rate and interest will be paid upon maturity. See “THE NOTES” herein. AUTHORITY FOR ISSUANCE: The Notes have been executed and delivered in accordance with the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, 53 Pa. Cons. Stat. §8001 et seq., as amended (the “Debt Act”), and pursuant to a Note Resolution duly adopted by the Allegheny County Council on January 10, 2012 . Proceedings with respect to the issuance of the Notes have been filed with the Department of Community and Economic Development of the Commonwealth of Pennsylvania pursuant to the Debt Act. This cover page contains certain information for reference purposes only. It is not a complete summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Notes are offered when, as and if issued by the County, and subject to the approval of the legality thereof by Campbell & Levine, LLC of Pittsburgh, Pennsylvania, Note Counsel. Certain other legal matters will be passed upon for the County by Michael H. Wojcik, Esquire, County Solicitor. The Notes will be available for delivery to DTC in New York, New York, on or about January 17, 2012. January 10, 2012 [THIS PAGE INTENTIONALLY LEFT BLANK] COUNTY OF ALLEGHENY, PENNSYLVANIA Chief Executive Rich Fitzgerald County Council Council-at-Large Council District 5 Council-at-Large John P. DeFazio Vince Gastgeb Heather S. Heidelbaugh Council District 1 Council District 6 Council District 10 Matt Drozd John F. Palmiere William Russell Robinson Council District 2 Council District 7 Council District 11 Jan Rea Nicholas Futules** Barbara Daly Danko Council District 3 Council District 8 Council District 12 James Burn, Jr. Charles J. Martoni, Ph.D.* James Ellenbogen Council District 4 Council District 9 Council District 13 Michael J. Finnerty Robert J. Macey Amanda Green Hawkins Controller County Manager Treasurer Chelsa Wagner James M. Flynn, Jr. John K. Weinstein County Solicitor Michael H. Wojcik, Esquire Budget and Finance Director Amy B. Griser, CPA Bond Counsel Campbell & Levine, LLC Paying Agent U.S. Bank National Association Financial Advisor Public Financial Management, Inc. __________________________ * President of Council **Vice President of Council (i) No dealer, broker, salesman, or any other person has been authorized by the County or the Purchaser to give any information or to make any representation in connection with the offering of the Notes, other than those contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been authorized by either of the foregoing. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes 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 or licensed to do so or to any person to whom it is unlawful to make such offer, solicitation, or sale. The information herein has been furnished solely by the County and by other sources that are believed by the County to be reliable, but it is not guaranteed as to its accuracy or completeness by, and is not to be construed as a representation of, the Purchaser. The information and expressions of opinion 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 County after the date hereof. This Official Statement is submitted in connection with the sale of the Notes and may not be reproduced or used, in whole or in part, for any other purpose. THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE NOTES IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE NOTES HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE NOTES OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. (ii) TABLE OF CONTENTS PAGE INTRODUCTORY STATEMENT ............................................................................................................... 1 AUTHORITY FOR THE NOTES ................................................................................................................. 1 THE NOTES .................................................................................................................................................. 1 General ....................................................................................................................................................... 1 Delivery of Certificates; Registered Owners ............................................................................................. 2 Transfer and Exchange ............................................................................................................................... 2 BOOK-ENTRY-ONLY SYSTEM ................................................................................................................ 2 Discontinuance of Book-Entry-Only System ............................................................................................ 5 SECURITY FOR THE NOTES ..................................................................................................................... 5 Security Interest ......................................................................................................................................... 5 Sinking Fund .............................................................................................................................................