OFFICIAL STATEMENT DATED OCTOBER 29, 2008 NEW ISSUE— BOOK-ENTRY ONLY RATINGS: Moody's: "Aa3" ‘SaP:"AA" ‘The delivery ofthe Bonds is subject to the opinion of Co-Bond Counsel to the effect that interest on the Bonds is excludable ‘from gross income for federel income tax purposes under existing law and the Bonds are not private activity bonds. See “TAX “MATTERS” herein for @ discussion of Co-Bond Counsel's opinion, including a description of alternative minimum tax consequences of ‘corporations and other federal tax consequences $324,030,000 CITY OF HOUSTON, TEXAS PUBLIC IMPROVEMENT REFUNDING BONDS, SERIES 2008A (GENERAL OBLIGATION DEBT) Interest Accrual Date: Date of Delivery CUSIP Pref: 442331 Due: March 1, a shown inside “This Official Statement is provided to fuish information in connection with the offering by the City of Houston, Texas (the “City”) of its Public Improvement Refunding Bonds, Series 2008A (the “Bonds"). The Bonds are direct obligations of the City, sevured by and payable from the recepts of an annual 2 valorem tax levied, within legal limits, on taxable property within the City. See "THE BONDS~Source of Payment” Tie Bonds ate authorized pursuant tothe Constitution and laes ofthe State of Texas, the City’s Charter and an ordinance adopted by the City Counei of the City authorizing the issuance ofthe Bonds and an Officers’ Pricing Certificate Proceeds ofthe sale ofthe Bonds wil be used to refund and defease certain outstanding general obligation commercial paper notes of the City and pay costs oF issuance relating tothe Bonds. See "PURPOSE AND PLAN OF FINANCING.” Interest om the Bonds will accrue from the Date of Delivery and will be payable on each March 1 and September 1, commencing March 1, 2009, until maturity or earlier redemption, and will be calculated on the bass of a 360-day year consisting of twelve 30-day months, ‘Wells Fargo Bank, N.A. isthe iital paying agentregistar fr the Bonds (the “Paying Agent Registrar") ‘The Bonds are being isued in flly registered form and, when issued, will be registered in the name of Cede & Co. a8 registered ‘owner and nominee for The Depository Trust Company, New York, Now York ("DTC"). which will act as securities depository forthe Bonds Individual purchases wll inially be made in book-entey form only ia denominations of $3,000 principal amount or any itepral multiple thereof, [No piysical delivery ofthe Bonds will be made tothe beneficial owners thereof, See “APPENDIX E” which describes DTC secuites clearance procedures, The Bonds are subject BONDS. Mandatory Redemption redemption prior to maturity, as described herein, See "THE BONDS—Optional Redemption” and “THE SEE INSIDE COVER PAGE FOR MATURITY AND PRICING SCHEDULE AND CUSIP NUMBERS ‘This cover page is not intended fo be a summary of the terms of, of the security fr, the Bonds. Investors are advised to read the (Offical Statement in its entirety to obtain information essential to the making ofan informed investment decision. ‘The Bonds are offered when, a5 and if issued by the City, subject to the approving opinions of the Attorney General ofthe State of ‘Texas andthe opinions of Vinson & Elkins LLP. and Edgardo E. Colén,P.C., each of Houston, Texas, Co-Bond Counsel for the City, as to the valicity ofthe issuance of the Bonds under the Constittion and laws ofthe Staie of Texas. Certain legal matters will be passed upon forthe City by its Special Disclosure Co-Counsel, Bracewell & Giuliani LLP and Monty Pariners LLP, each of Houston, Texas. Certain legl matters wil be passed upon forthe Underwrites by Andrews Kurth LLP and Lave Offices of Francisco G. Medina, each of Houston, Texas, Co-Counsel to the Underwriters. The Bonds are expected to be available for delivery on or about November 12, 2008 (the "Date of Delivery", through the faclities of DTC in New York, New York. GOLDMAN, SACHS & CO. LOOP CAPITAL MARKETS MORGAN STANLEY —_RICE FINANCIAL PRODUCTS COMPANY FIDELITY CAPITAL PIPER JAFFRAY SIEBERT BRANDFORD SHANK & CO, LLC SOUTHWEST MARKETS SERVICES SECURITIESMATURITY AND PRICING SCHEDULE AND CUSIP NUMBERS 324,030,000 CITY OF HOUSTON, TEXAS PUBLIC IMPROVEMENT REFUNDING BONDS, SERIES 20084 CUSIP Prefix: 442331 Serial Bonds Maturity March L Principal Amount Initial Yield CUSIP suffix” 2012 52,500,000 PMO 2012 2/500,000 PNS 2013 3'500,000 5.000% PP3 2013, 3'500,000 4.000% PQi dow 31825,000 5.000% PRO 2o1a 5.175,000 4.250% Ps? 2ois 10,680,000 5.000% prs. 2015 2,065,000 4.500% Pu2 2016 8,050,000 5.000 Pvo 2016 7,700,000 4500% pws. 2017 191965,000 5.000% PX6 2o1s. 21,015,000 5.000% ya 2019" 27,225,000, 5.000% 2 Pz 2020” 28,500,000 5.000% 5.050% as 2o21"” 13,195,000 5.250% 5.160%" QB 2022" 6,630,000 5.250% 5.260% acl 2022" 16,400,000 5.000% 5.260% QD9 2023" 30,040,000 5.000% 5310% ET 2024” 1.065,000, 5.500% 5.360%" or 2025" 17,180,000 5.500% 5.400%" gaz 2021" 20,200,000 5:250% Quo ‘Term Bonds $50,750,000 5.250% Term Bond Due March 1, 2028 Yield: 5.460% CUSIP Sufix,QN6 {59,740,000 5.375% Ten Bond Due March 1, 2033" Yield: 540% CUSIP Suffix”: QK3 $12,660,000 5.375% Term Bond Due March 1, 2038 Yield 5.600% CUSIP Sufix: QLI "Subject to optional redemption prior ots scheduled maturity, as described herein. See “THE BONDS ~ Optional Redemption * Reflects yield tothe fist optional ell date, See“ THE BONDS ~ Option Redemption.” "CUSIP numbers forthe Bands have been assigned by Standard & Poors CUSIP Service Bure, a Division of The McGraw-Hill Companies, Ine and are included solely forthe convenience ofthe overs ofthe Bonds. Ths dat isnot intended to ceate a database ad does no serve i any way 8 4 subsiute for the CUSIP. Neither the City, the Co-Fiancial Advisors nor the Unruriters are rexponsble forthe selection cx ‘omectnes ofthe CUSIP numbers set fot hrcin, 'e"Subjet to optional and mandatory redemption prior to is scheduled matry, as described hetein, See "THE BONDS - Optional Redemption" and "THE BONDS ~ Mandatory Redemption.”Council Member, District Council Member, District B Council Member, District C Council Member, District D Council Member, District E Council Member, District F Council Member, District G Chief Administrative Officer. City Attomey Director, Department of Finance. City Secretary Co-Financial Advisors CoBond Counsel Special Disclosure Co-Counsel Office ofthe City Atomey. Office ofthe City Controle partment of Finance: City of Houston, Texas ELECTED OFFICIALS Bill White, Mayor Anise D. Parker, City Controller CITY COUNCIL “Toni Lawrence Jarvis Johnson Anne Chterbuck Wanda Adams Mike Sulivan M4. Khan, PE. Pama Holm APPOINTED OFFICIALS Council Member, District H. Council Member. District | Council Member, At-Large Position Council Member, ArLarge Position 2. Council Member, A-Large Position 3 Council Member, At-Large Position 4 Council Member, At-Large Position 5 ADVISORS AND CONSULTANTS FINANCING WORKING GROUP Adrian Garcia James G. Rodriguez Peter Brown Sue Lovell Melissa Noriega Ronald C. Green Jolanda "Jo" Jones Anthony W. Hall ‘Arturo G. Michel ‘Michelle Mitebell ‘Anna Russell First Southwest Company Estrada Hinojosa & Company, inc Vinson & Elkins LLP. Edgardo E. Colén, PC. Bracewell & Giuliani LLP ‘Monty Partners LLP Susan T. Taylor Gary L. Wood James Moncur Sue Bailey Shavnell Holman-Smith Charles R. Leal Jennifer Mott