NEW ISSUES — BOOK-ENTRY-ONLY RATINGS: Moody’s: A1 S&P: A+ PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 23, 2019 Preliminary In the opinion of Greenberg Traurig, LLP, Bond Counsel, assuming compliance with certain tax covenants, interest on the Tax-Exempt Bonds is excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions, except for interest on any Series 2019B Junior Bond for any period during which such Series 2019B Junior Bond is owned by a person who is a substantial user of the AMT Property (as defined herein) or any person considered to be related to such n in which such offer person (within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended). Interest on the Series 2019A Junior Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, but interest on the Series 2019B Junior Bonds will be treated as an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Bond Counsel is further of the opinion that assuming interest on the Tax-Exempt Bonds is so excludable for federal income tax purposes, the interest on the Tax-Exempt Bonds is exempt from income taxation under the laws of the State of Arizona. See “TAX EXEMPTION” herein. Bond Counsel expresses no opinion as to the exclusion from gross income of interest on the Taxable Bonds from gross income for federal and State of Arizona income tax purposes. See “CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS WITH RESPECT TO THE TAXABLE BONDS” herein. CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION $337,000,000* $400,295,000* $29,975,000* Junior Lien Airport Junior Lien Airport Junior Lien Airport Revenue Bonds, Revenue Bonds, Revenue Refunding Bonds, Series 2019A (Non-AMT) Series 2019B (AMT) Taxable Series 2019C Dated: Date of Delivery Due: July 1, as shown on inside front cover The principal of and premium, if any, and interest on the Junior Lien Airport Revenue Bonds, Series 2019A (the “Series 2019A Junior Bonds”), the Junior Lien Airport Revenue Bonds, Series 2019B (the “Series 2019B Junior Bonds” and together with the Series 2019A Junior Bonds, the “Tax-Exempt Bonds”) and Junior Lien Airport Revenue Refunding Bonds, Taxable Series 2019C (the “Taxable Bonds” and together with the Tax-Exempt Bonds, the “2019 Junior Bonds”) will be paid by U.S. Bank National Association, as trustee (the “Trustee,” also referred to herein as the “Registrar,” and the “Paying Agent”). The 2019 Junior Bonds will be issued as fully registered bonds in amounts of $5,000 each or any integral multiple thereof of principal due on specified maturity dates. The 2019 Junior Bonds, when issued, will be registered in the name of The Depository Trust Company (“DTC”) or its nominee and will be available to purchasers initially only through the book-entry-only system maintained by DTC. So long as the book-entry- only system is maintained, no physical delivery of the 2019 Junior Bonds will be made to the ultimate purchasers thereof and all payments of principal of and premium, if any, and interest on the 2019 Junior Bonds will be made to such purchasers through DTC. Interest on the 2019 Junior Bonds is payable semiannually on January 1 and July 1 of each year, commencing July 1, 2020, by the Trustee. The 2019 Junior Bonds are being issued pursuant to a Bond Indenture, dated as of December 1, 2019, between the City of Phoenix Civic Improvement Corporation (the “Corporation”) and the Trustee. The 2019 Junior Bonds are subject to redemption prior to maturity as described herein. The 2019 Junior Bonds are special revenue obligations of the Corporation and are payable solely from payments required to be paid by the City of Phoenix, Arizona (the “City”), to the Corporation pursuant to the Junior Lien City Purchase Agreement dated as of December 1, 2019 (the “City Purchase Agreement”) between the City and the Corporation. The obligations of the City to make payments under the City Purchase Agreement are absolute and unconditional, but do not constitute a pledge of the full faith and credit or the ad valorem taxing power of the City. Except to the extent the City appropriates other lawfully available funds for such payments, the City’s payments under the City Purchase Agreement are payable solely from Designated Revenues (as defined herein) to be derived from operation of the City’s Airport (as defined herein). The pledge of Designated Revenues to amounts due under the City Purchase Agreement is subordinate to amounts owed with respect to outstanding Senior Lien Obligations (as defined herein) and Senior Lien Obligations which may be issued in the future and on a parity with outstanding Junior Lien Obligations (as defined herein) and Junior Lien Obligations which may be issued in the future. Principal of and interest on the Series 2019A Junior Bonds is additionally payable from and secured by an irrevocable commitment of the net proceeds of a passenger facility charge approved by the Federal Aviation Administration and received in each Fiscal Year (as defined herein) in an amount equal to 93% of the Series 2019A Junior Bonds Debt Service (as defined herein) in each Fiscal Year due on or before July 1, 2026. See “SECURITY AND SOURCE OF PAYMENT” herein. This cover page contains only a brief description of the 2019 Junior Bonds and the security therefor, and is designed for quick reference only. This cover page is not a summary of all material information with respect to the 2019 Junior Bonds or of investment risks involved with the purchase of the 2019 Junior Bonds, and investors are advised to read this entire Official Statement, giving particular attention to the matters discussed under “CERTAIN BONDHOLDERS’ RISKS,” in order to obtain information essential to making an informed investment decision. The 2019 Junior Bonds are offered when, as and if issued and received by the Underwriters, and subject to the legal opinion of Greenberg Traurig, LLP, Bond Counsel, as to validity, and tax exemption with respect to the Tax-Exempt Bonds. Certain legal matters will be passed upon for the Underwriters by Squire Patton Boggs (US) LLP, counsel to the Underwriters. It is expected that the 2019 Junior Bonds will be available for delivery in book-entry-only form through the facilities of DTC on or about December , 2019. Citigroup Mesirow Financial, Inc. Siebert Cisneros Shank & Co., L.L.C. Cabrera Capital Markets, LLC RBC Capital Markets Official Statement constitute anor offer sale to would sell be or unlawful the prior solicitation to of registration an or offer qualification to under buy, the nor securities shall laws there of be any any such sale jurisdiction. of these securities in any jurisdictio This Preliminary Official Statement and the information contained herein are subject* to completion or amendment. Under Subject no circumstances shall this to change. MATURITY SCHEDULES CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION $337,000,000* Junior Lien Airport Revenue Bonds, Series 2019A (Non-AMT) Maturity Principal Interest Price or Maturity Principal Interest Price or July 1 Amount Rate Yield July 1 Amount Rate Yield 2041 $29,785,000 2046 $40,005,000 2042 31,275,000 2047 42,005,000 2043 32,835,000 2048 44,105,000 2044 34,480,000 2049 46,310,000 2045 36,200,000 $ % Term Bonds due July 1, , Price % $400,295,000* Junior Lien Airport Revenue Bonds, Series 2019B (AMT) Maturity Principal Interest Price or Maturity Principal Interest Price or July 1 Amount Rate Yield July 1 Amount Rate Yield 2020 $ 640,000 2035 $13,050,000 2021 1,185,000 2036 13,700,000 2022 1,245,000 2037 14,385,000 2023 7,265,000 2038 15,105,000 2024 7,630,000 2039 15,860,000 2025 8,010,000 2040 16,650,000 2026 8,410,000 2041 17,485,000 2027 8,830,000 2042 18,365,000 2028 9,275,000 2043 19,280,000 2029 9,740,000 2044 20,240,000 2030 10,225,000 2045 21,255,000 2031 10,735,000 2046 22,320,000 2032 11,275,000 2047 23,435,000 2033 11,835,000 2048 24,605,000 2034 12,425,000 2049 25,835,000 $ % Term Bonds due July 1, , Price % $29,975,000* Junior Lien Airport Revenue Refunding Bonds, Taxable Series 2019C Maturity Principal Interest Price or Maturity Principal Interest Price or July 1 Amount Rate Yield July 1 Amount Rate Yield 2023 $9,725,000 2025 $10,265,000 2024 9,985,000 * Subject to change. CITY OF PHOENIX, ARIZONA CITY OF PHOENIX CIVIC IMPROVEMENT CORPORATION Michael R. Davis President and Director Bruce Covill James H. Lundy Vice President and Director Secretary-Treasurer and Director Barbara Barone Rosellen Papp Marian Yim Director Director Director CITY OF PHOENIX, ARIZONA MAYOR AND CITY COUNCIL Kate Gallego, Mayor Jim Waring, Vice Mayor Thelda Williams, Member District 2 District 1 Debra Stark, Member Laura Pastor, Member District 3 District 4 Betty Guardado, Member Sal DiCiccio, Member District 5 District 6 Michael Nowakowski, Member Carlos Garcia, Member District 7 District 8 ADMINISTRATIVE OFFICIALS Ed Zuercher City Manager Milton Dohoney, Jr. Assistant City Manager Deanna Jonovich Assistant City Manager James E. Bennett Denise M. Olson Director of Aviation Services Chief Financial Officer Cris Meyer Denise Archibald City Attorney City Clerk SPECIAL SERVICES GREENBERG TRAURIG, LLP U.S. BANK NATIONAL FRASCA & ASSOCIATES, LLC Phoenix, Arizona ASSOCIATION New York, New York Bond Counsel Phoenix, Arizona Financial Advisor Trustee, Bond Registrar, Paying Agent and Escrow Agent LEIGHFISHER INC. SAMUEL KLEIN AND COMPANY Cincinnati, Ohio Newark, New Jersey Airport Consultant Escrow Verification Agent This Official Statement does not constitute an offering of any security other than the original offering of the 2019 Junior Bonds of the Corporation identified on the cover page hereof.