Peck Shaffer draft of 4/7/2011 NEW ISSUE – BOOK-ENTRY ONLY RATINGS: See “RATINGS” herein In the respective opinions of Bond Counsel to the City to be delivered upon the issuance of the Series 2011A Bonds, under existing law and assuming compliance by the City and County of Denver, Colorado (the “City”), with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”) that must be met subsequent to the issuance of the Series 2011A Bonds, with which the City has certified, represented and covenanted its compliance, interest on the Series 2011A Bonds is excluded from gross income for federal income tax purposes, except for any period during which such Series 2011A Bonds are held by a person who is a “substantial user” of the Airport System or a “related person,” as those terms are used in Section 147(a) of the Code, but is an item of tax preference in calculating the federal alternative minimum tax liability of individuals, trusts, estates and corporations. Also, in the respective opinions of Bond Counsel to the City to be delivered upon the issuance of the Series 2011A Bonds, under existing law and to the extent interest on the Series 2011A Bonds is excluded from gross income for federal income tax purposes, such interest is not subject to income taxation by the State of Colorado. See “TAX MATTERS” for a more detailed discussion. CITY AND COUNTY OF DENVER, COLORADO FOR AND ON BEHALF OF ITS DEPARTMENT OF AVIATION $349,730,000 AIRPORT SYSTEM REVENUE BONDS, SERIES 2011A (AMT) Dated: Date of Delivery Due: November 15, as shown on the inside cover page The Series 2011A Bonds are being issued by authority of the City’s home rule charter and ordinances adopted pursuant thereto in order to current refund, redeem and defease outstanding Airport System revenue bonds and pay the costs of issuing the Series 2011A Bonds as described herein. Capitalized terms used on this cover page are defined herein. The Series 2011A Bonds will be issued in fully registered form and registered initially in the name of Cede & Co., as partnership nominee of The Depository Trust Company, New York, New York (“DTC”), which will serve as securities depository for the Series 2011A Bonds. Beneficial Ownership Interests in the Series 2011A Bonds, in non-certificated book-entry only form, may be purchased in integral multiples of $5,000 by or through participants in the DTC system. Beneficial Ownership Interests will be governed as to the receipt of payments, notices and other communications, transfers and various other matters with respect to the Series 2011A Bonds by the rules and operating procedures applicable to the DTC book-entry system as described herein. The Series 2011A Bonds bear interest at the rates per annum set forth on the inside cover page hereof payable beginning on May 15, 2011, and semiannually thereafter on each November 15 and May 15, and mature on the dates set forth on the inside cover page hereof, subject to redemption prior to maturity as described herein. The Series 2011A Bonds are special obligations of the City, for and on behalf of its Department of Aviation, payable solely from and secured by a pledge of the Net Revenues of the Airport System and certain Airport System funds and accounts as described herein. None of the properties of the Airport System is subject to any mortgage or other lien for the benefit of the Owners or Beneficial Owners of the Series 2011A Bonds, and neither the full faith and credit nor the taxing power of the City is pledged to the payment of the Series 2011A Bonds. The Series 2011A Bonds do not constitute general obligations of the City, the State or any political subdivision or agency of the State within the meaning of any constitutional, home rule charter or statutory limitation of the City or the State. The purchase and ownership of Beneficial Ownership Interests in the Series 2011A Bonds involve certain investment risks. Prospective purchasers should read this Official Statement in its entirety, giving particular attention to the matters discussed under “RISKS AND OTHER INVESTMENT CONSIDERATIONS.” Purchasers of Beneficial Ownership Interests in the Series 2011A Bonds will be deemed to have consented to certain proposed amendments to the City’s General Bond Ordinance as discussed herein. The Series 2011A Bonds are offered when, as and if issued, subject to the approval of their validity and enforceability by Hogan Lovells US LLP, Denver, Colorado, Bond Counsel to the City, and Bookhardt & O’Toole, Denver, Colorado, Bond Counsel to the City. Certain legal matters will be passed upon for the City by David R. Fine, Esq., City Attorney, and Peck, Shaffer & Williams LLP, Denver, Colorado, Special Counsel to the City; and for the Underwriters by Brownstein Hyatt Farber Schreck, LLP, Denver, Colorado, and GCR, LLP, Denver, Colorado. It is expected that delivery of the Series 2011A Bonds will be made through the facilities of DTC on or about April 14, 2011. CITI J.P. MORGAN LOOP CAPITAL MARKETS MORGAN STANLEY Dated: April 7, 2011 Den 17664 Peck Shaffer draft of 4/7/2011 MATURITY SCHEDULE CITY AND COUNTY OF DENVER, COLORADO FOR AND ON BEHALF OF ITS DEPARTMENT OF AVIATION $349,730,000 AIRPORT SYSTEM REVENUE BONDS, SERIES 2011A (AMT) Maturity Principal Interest (November 15) Amount Rate Yield Price CUSIP© No.1 2012 $14,580,000 3.00% 1.47% 102.389 249182 BW5 2013 17,810,000 4.00 2.43 103.910 249182 BX3 2014 15,510,000 4.00 2.95 103.546 249182 BY1 2015 16,135,000 5.00 3.40 106.738 249182 BZ8 2016 26,190,000 5.00 3.83 105.830 249182 CA2 2017 895,000 4.00 4.26 98.517 249182 CB0 2017 26,445,000 5.00 4.26 104.207 249182 CJ3 2018 49,745,000 5.25 4.58 104.248 249182 CC8 2019 44,430,000 5.50 4.87 104.373 249182 CD6 2020 25,000,000 5.00 5.10 99.244 249182 CE4 2020 24,700,000 5.75 5.10 104.875 249182 CK0 2021 40,915,000 5.00 5.21 98.303 249182 CF1 2022 30,415,000 5.25 5.35 99.139 249182 CG9 2023 16,960,000 5.25 5.44 98.279 249182 CH7 1 Copyright 2007, American Bankers Association. The CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc. The CUSIP numbers are provided solely for the convenience of the purchasers of the Series 2011A Bonds and only as of the issuance of the Series 2011A Bonds, and none of the City, the Department or the Underwriters takes responsibility for the accuracy of such CUSIP numbers now or at any time in the future. The CUSIP number for any maturity of the Series 2011A Bonds may be changed after the issuance of the Series 2011A Bonds as the result of various subsequent actions, including, without limitation, a refunding of all or a portion of such maturity or the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2011A Bonds. Peck Shaffer draft of 4/7/2011 SELECTED CITY OFFICIALS AND CONSULTANTS Mayor Guillermo “Bill” V. Vidal City Council Chris Nevitt, President Carol Boigon Douglas D. Linkhart Charles V. Brown, Jr. Paul López Jeanne Faatz Judy H. Montero Michael B. Hancock Jeanne Robb Marcia M. Johnson Paula E. Sandoval Peggy A. Lehmann Vacancy Auditor Dennis J. Gallagher Cabinet Officials Derek Brown ..........................Manager of the Department of General Services Kim Day .................................Manager of the Department of Aviation George Delaney ......................Manager of the Department of Public Works Charles F. Garcia ....................Manager of the Department of Safety Peter J. Park............................Manager of Community Planning and Development Pat Wilson Pheanious .............Manager of the Department of Human Services Scott Robson...........................Manager of the Department of Parks and Recreation Edward D. Scholz...................Manager of Finance/Chief Financial Officer/Ex-Officio Treasurer Nancy J. Severson...................Manager of the Department of Environmental Health David R. Fine, Esq..................City Attorney Clerk and Recorder, Ex-Officio Clerk Stephanie Y. O’Malley Department of Aviation Patrick Heck............................Deputy Manager of Aviation/Finance and Administration Sally Covington ......................Deputy Manager of Aviation/Public Relations and Marketing Mark Nagel .............................Acting Deputy Manager of Aviation/Operations Kenric G. Greene ....................Deputy Manager of Aviation/Maintenance David Rhodes, P.E. .................Deputy Manager of Aviation/Planning and Development Robert W. Kastelitz.................Deputy Manager of Aviation/Technologies John Ackerman .......................Deputy Manager of Aviation/Commercial Xavier S.L. DuRán, Esq..........Director of Airport Legal Services Airport Consultant LeighFisher Burlingame, California Financial Consultants Jefferies & Company, Inc. Estrada Hinojosa & Company, Inc. New York, New York Dallas, Texas Bond Counsel Hogan Lovells US LLP Bookhardt & O’Toole Denver, Colorado Denver, Colorado Special Counsel Peck, Shaffer & Williams LLP Denver, Colorado i Peck Shaffer draft of 4/7/2011 PRELIMINARY NOTICES This Official Statement does not constitute an offer to sell the Series 2011A Bonds in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, salesman or other person has been authorized by the City, the Financial Consultants or the Underwriters to give any information or to make any representation other than those contained herein, and if given or made, such other information or representation must not be relied upon as having been authorized by the City or any other person. 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 the implication that there has been no change in the matters described herein since the date hereof.