PRELIMINARY OFFICIAL STATEMENT DATED JUNE 3, 2016 RATINGS: Standard & Poor’s: AAA Moody’s: Aaa NEW ISSUE - Book-Entry Only (See "RATINGS" herein) In the opinion of Bond Counsel to the City, assuming continuing compliance by the City with certain covenants set forth in the proceedings under which the Warrants are issued with respect to certain conditions imposed by Section 103 of the Internal Revenue Code of 1986, as amended, the interest income on the Warrants will be excludable from gross income of the recipients thereof for federal income tax purposes and will not be an item of tax preference for the purpose of computing the alternative minimum tax on individuals and corporations. Bond Counsel to the City is further of the opinion that the interest income on the Warrants is, under existing statutes and regulations, exempt from Alabama income taxation. CITY OF HUNTSVILLE, ALABAMA $36,395,000* $28,345,000* General Obligation Warrants General Obligation School Warrants Series 2016-A Series 2016-B $40,750,000* $34,500,000* General Obligation Refunding Warrants General Obligation School Refunding Warrants Series 2016-C Series 2016-D Dated: Date of Delivery Due: May 1, ircumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of solicitation the or sell to offer an constitute Statement Official Preliminary this shall ircumstances as shown on the inside cover hereof FOR MATURITY SCHEDULE, INTEREST RATES, AND PRICE/YIELDS, SEE INSIDE COVER The above-referenced Series 2016-A Warrants, Series 2016-B Warrants, Series 2016-C Warrants and would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. such any of laws securities the under or qualification registration to prior unlawful be would Series 2016-D Warrants (collectively, the "Warrants") are issuable as fully registered warrants and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), to which principal and interest payments on the Warrants will be made so long as Cede & Co. is the registered owner of the Warrants. Individual purchases of the Warrants will be made in Book-Entry Only form, and individual purchasers ("Beneficial Owners") of the Warrants will not receive physical delivery of warrant certificates. The principal of the Warrants will be payable at the principal corporate trust office of Regions Bank in the City of Birmingham, Alabama (the "Bank"), at maturity or redemption. Interest on the Warrants will be payable on November 1, 2016, and semiannually thereafter on each May 1 and November 1, all by check or draft mailed to the registered owner of each Warrant. The Warrants will be direct general obligations of the City of Huntsville, Alabama (the "City"), for the payment of which the full faith and credit of the City will be irrevocably pledged. Certain of the Warrants are subject to redemption by the City prior to maturity at the times, in the manner, and subject to the terms described herein. BIDS FOR THE PURCHASE OF THE WARRANTS WILL BE RECEIVED ON JUNE 14, 2016, BUT FOR EACH SERIES OF THE WARRANTS ONLY AT THE TIME DESIGNATED FOR SUCH SERIES AS DESCRIBED HEREIN AND IN THE ATTACHED NOTICES OF SALE SET FORTH ON APPENDIX F FOR THE SERIES 2016-A WARRANTS, APPENDIX G FOR THE SERIES 2016-B WARRANTS, APPENDIX H FOR THE SERIES 2016-C WARRANTS, AND APPENDIX I FOR THE SERIES 2016-D WARRANTS. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE ISSUES. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Warrants are offered when, as, and if issued by the City and are subject to approval of the validity thereof by Bradley Arant Boult Cummings LLP, Bond Counsel to the City, and certain other conditions. Public Financial Management, Inc., Huntsville, Alabama, is serving as Financial Advisor to the City. It is expected that the Warrants will be available for delivery on ____________, 2016, which such delivery shall be made through DTC. Dated: _________________ * Preliminary; subject to change. This Preliminary Official Statement and the information contained therein are subject to completion or amendment. Under no c no Under amendment. or completion to subject are therein contained information the and Statement Official Preliminary This or sale solicitation offer, such which in jurisdiction any in securities the of sale any be there shall nor buy, to offer an CITY OF HUNTSVILLE, ALABAMA $36,395,000* $28,345,000* General Obligation Warrants General Obligation School Warrants Series 2016-A Series 2016-B Maturity Principal Interest Price/ Maturity Principal Interest Price/ (May 1) Amount* Rate Yield (May 1) Amount* Rate Yield 2017 $ 645,000 2024 $ 650,000 2018 540,000 2025 1,015,000 2019 555,000 2026 1,470,000 2020 575,000 2027 1,970,000 2021 600,000 2028 2,105,000 2022 1,550,000 2029 2,215,000 2023 1,630,000 2039 2,325,000 2024 1,710,000 2031 2,440,000 2025 1,795,000 2032 2,560,000 2026 1,885,000 2033 2,690,000 2027 1,980,000 2034 2,825,000 2028 2,080,000 2035 2,965,000 2029 2,185,000 2036 3,115,000 2030 2,295,000 2031 2,410,000 2032 2,525,000 2033 2,655,000 2034 2,785,000 2035 2,925,000 2036 3,070,000 $40,750,000* $34,500,000* General Obligation Refunding Warrants General Obligation School Refunding Warrants Series 2016-C Series 2016-D Maturity Principal Interest Price/ Maturity Principal Interest Price/ (May 1) Amount* Rate Yield (May 1) Amount* Rate Yield 2017 $ 675,000 2017 $ 475,000 2018 2,220,000 2018 330,000 2019 5,135,000 2019 2,980,000 2020 2,210,000 2020 285,000 2021 360,000 2021 285,000 2022 2,640,000 2022 1,005,000 2023 5,090,000 2023 3,020,000 2024 2,710,000 2024 2,690,000 2025 4,970,000 2025 5,350,000 2026 2,430,000 2026 2,660,000 2027 2,510,000 2027 2,725,000 2028 6,705,000 2028 6,810,000 2029 3,095,000 2029 2,895,000 2030 2,990,000 * Preliminary; subject to change. i CITY OF HUNTSVILLE, ALABAMA Post Office Box 308 308 Fountain Circle Huntsville, Alabama 35804-0308 (256) 427-5080 Mayor Tommy Battle City Council Will Culver Richard Showers, Sr. President President Pro Tempore Bill Kling, Jr. Dr. Jennie Robinson Mark Russell City Administrator John Hamilton Finance Director Peggy Sargent City Attorney Trey Riley City Treasurer Ken Benion Financial Advisor Public Financial Management, Inc. Huntsville, Alabama Bond Counsel Bradley Arant Boult Cummings LLP Birmingham, Alabama Independent Certified Public Accountants Beason & Nalley, Inc. Huntsville, Alabama ii Certain information contained in or incorporated by reference in this Official Statement has been obtained by the City from DTC and other sources that are deemed reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information by the City. This Official Statement is being used in connection with the sale of securities as referred to herein and may not be used, in whole or in part, for any other purpose. The delivery of this Official Statement at any time does not imply that information herein is correct as of any time subsequent to its date. No dealer, broker, salesperson or any other person has been authorized by the City to give any information or to make any representation other than as contained in this Official Statement in connection with the offering described herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than those described on the inside cover page, nor shall there be any offer to sell, solicitation of an offer to buy or sale of such securities in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the registered or beneficial owners of the Warrants. Any statements made in this Official Statement, including the Appendices, involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of such estimates will be realized. This Official Statement contains certain forward-looking statements and information that are based on the City's beliefs as well as assumptions made by and information currently available to the City. TABLE OF CONTENTS INTRODUCTION ................................................................................................................................................ 1 CONTINUING DISCLOSURE ............................................................................................................................ 2 THE SERIES 2016-A WARRANTS .................................................................................................................... 3 THE SERIES 2016-B WARRANTS .................................................................................................................... 5 THE SERIES 2016-C WARRANTS .................................................................................................................... 7 THE SERIES 2016-D WARRANTS .................................................................................................................... 8 PLAN OF REFUNDING ...................................................................................................................................