PRELIMINARY OFFICIAL STATEMENT Dated September 27, 2013 Ratings: Fitch: “AA” Moody’s: “Aa2” S&P: “AA” NEW ISSUE – Book-Entry-Only (See “RATINGS” herein.) In the opinion of Co-Bond Counsel (named below), assuming continuing compliance by the City (defined below) after the date of initial delivery of the Bonds (defined below) with certain covenants contained in the Ordinance (defined below) and subject to the matters set forth under “TAX MATTERS” herein, interest on the Bonds for federal income tax purposes under existing statutes, regulations, published rulings, and court decisions (1) will be excludable from the gross income of the owners thereof pursuant to section 103 of the Internal Revenue Code of 1986, as amended to the date of initial delivery of the Bonds, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof who are individuals or, except as herein described, corporations. (See “TAX MATTERS” herein.) $100,000,000* CITY OF SAN ANTONIO, TEXAS (A political subdivision of the State of Texas located primarily in Bexar County) WATER SYSTEM VARIABLE RATE JUNIOR LIEN REVENUE AND REFUNDING BONDS, SERIES 2013F (NO RESERVE FUND) Dated Date: October 1, 2013 Due: May 1, 2043* Interest to accrue from Date of Delivery GENERAL . The City of San Antonio, Texas (the “City”), acting on behalf and for the benefit of the San Antonio Water System (“SAWS”), is issuing its $100,000,000* Water System Variable Rate Junior Lien Revenue and Refunding Bonds, Series 2013F (No Reserve Fund) (the “Bonds”) pursuant to the general laws of the State of Texas, including particularly Chapter 1207, as amended, Texas Government Code (“Chapter 1207”), Chapter 1371, as amended, Texas Government Code (“Chapter 1371” and, together with Chapter 1207, the “Act”), Chapter 1502, as amended, Texas Government Code, the City’s Home Rule Charter, and the ordinance (the “Ordinance”) relating to the Bonds adopted by the City Council of the City (the “City Council”) on September 19, 2013. As permitted by the Act, the City Council has, in the Ordinance, delegated to certain authorized officials of the City and SAWS (each a “Designated Financial Officer”) the authority to establish final terms of sale of the Bonds, which final sales terms of the Bonds shall be evidenced in d nor may offers to buy be accepted prior to the time the Official Statement is delivered in the Official Statement is delivered offers to buy be accepted prior to the time d nor may an Approval Certificate relating to the Bonds. The Bonds are issuable in fully-registered form only, without coupons, in denominations of $5,000 or any integral multiple thereof. any sale of these securities in jurisdiction which such offer, solicitation or sale would be No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will payable by U.S. Bank National Association, Dallas, Texas, as paying agent/registrar, to Cede & Co., which will make distribution of the amounts so paid to the beneficial owners of the Bonds (see “THE BONDS – Book- Entry-Only System” herein). INTEREST. The Bonds are multi-modal variable rate bonds, initially issued in a SIFMA Index Mode effective November 6, 2013, and expiring on October 31, 2016 (the “Initial Interest Period”). Upon expiration of the Initial Interest Period, the Bonds will be subject to mandatory tender (without right of retention) and remarketed into a successive SIFMA Index Mode interest period of the same duration as the Initial Interest Period, unless changed as described herein. During such interest rate periods, the Bonds will bear interest at the SIFMA Index Rate, being a per annum interest rate, determined weekly, equal to the lesser of the Maximum Rate (defined herein) and the sum of the SIFMA Swap Index (defined herein) then in effect and the Applicable Spread (defined herein). During a SIFMA Index Mode, interest on the Bonds will be calculated on a 365/366 basis and actual number of days elapsed and will be payable on the first Business Day of each month (commencing December 2, 2013). See page ii hereof for a description of the Initial Interest Period’s effective date and ending date, the Bonds’ mandatory tender date, the Applicable Spread, the Stepped Rate (defined herein), and CUSIP Number. REPURCHASE; REDEMPTION. During the Initial Interest Period, the Bonds (i) are not subject to optional or mandatory tender and (ii) are not subject to redemption. On the Conversion Date (defined herein), which is an Interest Payment Date, the Bonds are subject to mandatory tender, without right of retention, and are subject to redemption at the option of the City . See “THE BONDS – Conversion of Interest Modes; Mandatory Tender; Purchase of Tendered Bonds” and “THE BONDS – Redemption” herein. NO INITIAL LIQUIDITY SUPPORT. During the Initial Interest Period, the Bonds are not subject to the benefit of a liquidity facility provided by a third party. Accordingly, a failure by the Remarketing Agent (defined herein) to remarket the Bonds subject to mandatory tender on the Conversion Date will result in the rescission of the notice of mandatory tender with respect thereto and the City not having any obligation to purchase such Bonds at that time. The occurrence of the foregoing will not result in an event of default under the Ordinance or the Bonds. Until such time as the City redeems or remarkets such Bonds that have not been successfully remarketed as described above, those Bonds shall bear interest at the applicable Stepped Rate, also calculated on a 365/366 basis and actual number of days elapsed. See “THE BONDS – Conversion of Interest Modes; Mandatory Tender; Purchase of Tendered Bonds” herein. TENDER; REMARKETING. All tenders of Bonds must be made to U.S. Bank National Association, Dallas, Texas, as tender agent for the Bonds (the “Tender Agent”). The initial Remarketing Agent is Piper Jaffray & Co. (the “Remarketing Agent”). Bonds tendered for purchase will be bought from the proceeds derived from the remarketing of such Bonds, if any; provided, however, that should the date for tender of the Bonds occur on an Interest Payment Date (defined herein), the accrued interest portion of the Purchase Price (defined herein) is to be paid by the City. CONVERSION. The Ordinance provides that Bonds, at the conclusion of the then-effective interest rate mode (other than the Fixed Mode), are subject to conversion to another interest rate mode. If the Bonds are converted, in whole or in part, to an interest rate mode other than a Term Mode, another SIFMA Index Mode, or a Fixed Mode, the City anticipates entering into an agreement providing liquidity support for those Bonds at such time. No such agreement, however, has been entered into at this time, nor is one expected to be entered into in the future. SECURITY . The Bonds are special obligations of the City, payable, both as to principal and interest, solely from and secured by, together with the other currently outstanding Junior Lien Obligations (as described herein), a junior lien on and pledge of the Net Revenues (as defined herein) of the System (defined herein) remaining after the City’s satisfaction of its debt service payment and reserve fund obligations relating to the Senior Lien Obligations (as described herein). The Reserve Fund (defined herein) providing additional security for certain of the outstanding Junior Lien Obligations does not additionally secure the Bonds. The City has not covenanted or obligated itself to pay the ll this Preliminary Official constitute an offer to sell or the solicitation of buy nor shall there be Statement Bonds from money raised or to be raised from taxation (see “THE BONDS – Security and Source of Payment; Pledge of Net Revenues” herein). In the Ordinance, the City has t and the information contained herein are subject to completion or amendment without notice. These securitiesnot be sol contained herein are subject to completion or amendment t and the information may authorized the SAWS Board of Trustees (the “Board”) to manage, operate, and maintain the System. or qualification under the securities laws of any such jurisdiction. PURPOSE . Proceeds from the sale of the Bonds will be used to provide funds for the purposes of (i) building, improving, extending, enlarging, and repairing the System, (ii) refunding certain currently outstanding Commercial Paper Notes (as described in Schedule I hereto, the “Refunded Commercial Paper”), and (iii) paying the costs of their issuance. LEGALITY . The Bonds are offered for delivery when, as and if issued and received by the Underwriter, and subject to the approving opinion of the Attorney General of Texas and the approval of certain legal matters by Fulbright & Jaworski LLP of San Antonio, Texas, a member of Norton Rose Fulbright, and Escamilla & Poneck, LLP, San Antonio, Texas, Co-Bond Counsel (see “APPENDIX E - FORM OF CO-BOND COUNSEL’S OPINION” herein). Certain legal matters will be passed upon for the City by the City Attorney, for the Board by Langley & Banack, Incorporated, San Antonio, Texas, and for the Underwriter by McCall, Parkhurst & Horton L.L.P. and Shelton & Valadez, P.C., both of San Antonio, Texas, Co-Counsel for the Underwriter. This Preliminary Official Statemen This Preliminary Under no circumstancesfinal form. sha unlawful prior to registration DELIVERY . It is expected that the Bonds will be available for initial delivery through the services of DTC on or about November 6, 2013. PIPER JAFFRAY & CO. * Preliminary, subject to change. INITIAL INTEREST PERIOD INFORMATION* Initial Interest Period Initial Interest Mandatory Commencement Period Expiration* Tender Date* Applicable Spread Stepped Rate (%)* CUSIP No.(1) November 6, 2013* October 31, 2016 November 1, 2016 ____ basis points 8.00 79642B __ ______________ * Preliminary, subject to change.