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PRELIMINARY OFFICIAL STATEMENT DATED JULY 21,2014 Counsel Delivery of of Assuming on Or Able for Delivery on Or About August 13, 2014

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PRELIMINARY OFFICIAL STATEMENT DATED JULY 21,2014 Counsel Delivery of of Assuming on Or Able for Delivery on Or About August 13, 2014 PRELIMINARY OFFICIAL STATEMENT DATED JULY 21, 2014 NEW ISSUES-BOOK ENTRY ONLY RATINGS: Standard & Poor’s Rating Services: AA PRELIMINARY OFFICIAL STATEMENT DATED JULYMoody’s 18, 2014 Investors Service, Inc.: Aa2 (See “RATINGS” herein) NEW ISSUES-BOOK ENTRY ONLY RATINGS: Standard & Poor’s Rating Services: AA Under existing law, interest on the Bonds and profit realized from their sale or exchange will be exempt from State of Maryland income Moody’s Investors Service, Inc.: Aa2 taxation. No opinion is expressed as to estate of inheritance taxes, or any other taxes not levied or assessed directly on the Bonds, their (See “RATINGS” herein) transfer or interest therefrom. Assuming compliance with certain covenants described herein, under existing statutes, regulations and Under existing law, interest on the Bonds and profit realized from their sale or exchange will be exempt from State of Maryland income decisions, interest on the Tax-Exempt Bonds will be excludible from gross income for federal income tax purposes and is not includable intaxation. No opinion is expressed as to estate of inheritance the alternative minimum taxable income of individuals, corporationstaxes, or any other taxes not levi or other taxpayers ased or assessed directly on the an enumerated item of tax preference Bonds, their or othertransfer specific or interest adjustment; therefrom. however, Assuming interest compliance on the Tax-Exempt with cer Bondstain covenants may be taken described into account herein, inunder determining existing a statutes, corporation’s regulati “adjustedons and currentdecisions, interest on the Tax-Exempt Bonds earnings” for purposes of computingwill be excludible fr the alternative minimumom gross income for federal income tax purposes and is not inc taxable income for federal income tax purposes and certainludable in foreign corporationsthe alternative minimum taxable in engaged in a trade orcome of individuals, corporations business in the United States will or other taxpayers as an enumer be subject to the branch profits ated item of tax preference tax. Interest on the Taxableor Bondsother willspecific adjustment; however, intere be includible in gross income forst on the Tax-Exempt Bonds may be taken into federal income tax purposes. account in determining a corporation’s “adjusted current earnings” for purposes of computing the alternative minimum taxable income for federal income tax purposes and certain foreign corporations engaged in a trade or business in the United States will be subject to the branch profits tax. Interest on the Taxable Bonds will be includible in gross income for federal income tax purposes. $63,655,000* MAYOR $63,655,000*AND CITY COUNCIL OF BALTIMORE MAYOR AND CITY CityCOUNCIL of Baltimore, OF BALTIMORE Maryland City of Baltimore,General Maryland Obligation Bonds General Obligation Bonds $42,855,000* $20,800,000* Consolidated $42,855,000* Public Improvement Bonds Consolidated $20,800,000* Public Improvement Bonds ConsolidatedSeries Public2014A Improvement (Tax-Exempt) Bonds Consolidated PublicSeries Improvement 2014B (Taxable) Bonds Series 2014A (Tax-Exempt) Series 2014B (Taxable) Dated: Date of Delivery Due: OctoberDue: October 15, see 15, inside see inside front coverfront cover Security: The Bonds are general obligations of the Mayor and City Council of Baltimore (the “City”) for the payment of which the City’s full faith and credit and taxing power are irrevocably pledged to the timely payment of principal and interest when due. See “The Bonds -- Security.” Redemption: Series 2014A Bonds maturing on and after October 15, 2023 are subject to optional redemption, in whole or in part, on or after October 15, 2022. See “The Bonds -- Optional Redemption.” Series 2014B Bonds maturing on and after October 15, 2025 are subject to optional redemption, in whole or in part, on or after October 15, 2024. See “The Bonds -- Optional Redemption.” Interest Payment Dates: October 15 and April 15, beginning October 15, 2014. Closing: On or about August 13, 2014. Denominations: Integral multiples of $5,000. Purpose: The proceeds of the Bonds will be used to (i) finance or refinance various public improvements of the City, and (ii) pay the costs of issuance of the Bonds and (iii) to the extent there are sufficient proceeds, to fund debt service. fer, solicitation or sale would be unlawful prior to registration, qualification filing under the securities laws of any such jurisdiction. fer, Book-Entry Only: The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository. The City shall make required payments on the Bonds to DTC which in turn will provide for payment to the beneficial owners of the Bonds. Purchases of the Bonds will be in book-entry form only, and beneficial owners will not receive certificates representing their interests. The City will act as Bond Registrar on the Bonds. See Appendix F --“Description of the Book-Only Entry System.” ____________________________________________________________________________________________ FOR AMOUNTS, MATURITIES, INTERESINTERESTT RATES, PRICES OR YIELDS AND CUSIPS, SEE INSIDE COVER ________________________________________________________________________________________________________ TheThe Bonds are offered for delivery when, as and if issued by Bonds are offered for delivery when, as and if issuedthe City, subject to the approving opinion of McKennon Shelton & H by the City, subject to the approving opinion of McKennon Sheltonenn LLP, Baltimore, & Henn LLP, Baltimore,Maryland, as Bond Counsel to the City, and other conditions sp Maryland, as Bond Counsel to the City, and otherecified in the official Notices of Sale for the Series 2014A Bond conditions specified in the official Notices of Sale for s and the Series 2014B Bonds, the Series 2014A Bonds and thecopies of which is attached as Appendix Series 2014B Bonds, copies of which C-1 and Appendix C-2, is attached as respectively. Certain legal Appendix C-1 and Appendixmatters will be passed upon for the C-2, respectively. Certain legalCity by the City Solicitor. It is matters will be passed uponanticipated that the Bonds will be avail for the City by the City Solicitor.able for delivery on or about August 13, 2014. It is anticipated that the Bonds will be available for delivery on or about August 13, 2014. ThisThis cover cover page page contains contains certain certain information information for forreference reference only. only. It is Itnot is a not summary a summary of this of issue. this issue. Investors Investors must readmust the read entire the Officialentire Official Statement Statement to obtain to obtain information information essential essential to the to makingthe maki of ngan ofinformed an informed investment investment decision. decision. _______________________ * Preliminary, subject to change. This Preliminary Official Statement and the information contained herein are subject to change, completion or amendment without notice. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer an of solicitation the or sell to offer an constitute Statement Official Preliminary this shall circumstances no Under notice. without amendment or completion change, to subject are herein contained information the and Statement Official Preliminary This to buy nor shall there by any sale of the Bonds in jurisdiction which such * Preliminary, subject to change. $63,655,000* MAYOR AND CITY COUNCIL OF BALTIMORE (City of Baltimore, Maryland) General Obligation Bonds Consolidated Public Improvement Bonds $42,855,000* Series 2014A (Tax-Exempt) $20,800,000* Series 2014B (Taxable) Series 2014A Bonds (Tax-Exempt) Maturity Date* Amount Interest Maturity Date* Amount Interest (Oct. 15) Maturing* Rate Yield CUSIP No. (Oct. 15) Maturing* Rate Yield CUSIP No. 2015 $1,390,000 2025 $2,180,000 2016 1,460,000 2026 2,245,000 2017 1,535,000 2027 2,310,000 2018 1,615,000 2028 2,385,000 2019 1,695,000 2029 2,460,000 2020 1,785,000 2030 2,550,000 2021 1,875,000 2031 2,655,000 2022 1,970,000 2032 2,765,000 2023 2,050,000 2033 2,865,000 2024 2,115,000 2034 2,950,000 Series 2014B Bonds (Taxable) Maturity Date* Amount Interest Maturity Date* Amount Interest (Oct. 15) Maturing* Rate Yield CUSIP No. (Oct. 15) Maturing* Rate Yield CUSIP No. 2015 $820,000 2025 $1,015,000 2016 825,000 2026 1,050,000 2017 830,000 2027 1,085,000 2018 840,000 2028 1,125,000 2019 860,000 2029 1,165,000 2020 875,000 2030 1,210,000 2021 900,000 2031 1,255,000 2022 925,000 2032 1,305,000 2023 955,000 2033 1,360,000 2024 985,000 2034 1,415,000 ____________________ * Preliminary, subject to change. The rates shown above are the interest rates payable by the City resulting from the successful bids for the Bonds at public sale on July 30, 2014. The yields or prices shown above were furnished by the successful bidders. Any additional information concerning the reoffering of the Bonds should be obtained from the successful bidders and not from the City. The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by Standard & Poor’s CUSIP Service Bureau, division of The McGraw-Hill Companies, Inc. that is not affiliated with the City, and the City is not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such securities or the use of secondary market financial products. The City has not agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the assigned CUSIP numbers set forth above.
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