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Salt Lake City, Utah $753,855,000 Airport Revenue Bonds, Series 2018A (AMT) $96,695,000 Airport Revenue Bonds, Series 2018B (Non-AMT)

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Salt Lake City, Utah $753,855,000 Airport Revenue Bonds, Series 2018A (AMT) $96,695,000 Airport Revenue Bonds, Series 2018B (Non-AMT) NEW ISSUE-BOOK-ENTRY ONLY Ratings: See “RATINGS” herein. In the opinion of Kutak Rock LLP, Bond Counsel to the City, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 2018 Bonds is excluded from gross income for federal income tax purposes, except for interest on any Series 2018A Bond for any period during which such Series 2018A Bond is held by a “substantial user” of the facilities financed or refinanced by the Series 2018A Bonds, or a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel is further of the opinion that (a) interest on the Series 2018A Bonds constitutes an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, and for taxable years beginning before January 1, 2018, on corporations, by the Code, and (b) interest on the Series 2018B Bonds is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel notes that no federal alternative minimum tax applies to corporations for taxable years beginning on and after January 1, 2018. Bond Counsel is further of the opinion that, under the existing laws of the State of Utah, as presently enacted and construed, interest on the Series 2018 Bonds is exempt from State of Utah individual income taxes. See “TAX MATTERS” herein. $850,550,000 SALT LAKE CITY, UTAH $753,855,000 Airport Revenue Bonds, Series 2018A (AMT) $96,695,000 Airport Revenue Bonds, Series 2018B (Non-AMT) SALT LAKE CITY INTERNATIONAL AIRPORT Dated: Date of Delivery Due: July 1, as shown on the inside cover page hereof Salt Lake City, Utah (the “City”) is issuing its Airport Revenue Bonds, Series 2018A (AMT) (the “Series 2018A Bonds”) and its Airport Revenue Bonds, Series 2018B (Non-AMT) (the “Series 2018B Bonds” and, with the Series 2018A Bonds, the “Series 2018 Bonds”) to finance portions of the Terminal Redevelopment Program and the North Concourse Program, as described herein, and related costs of the City’s Department of Airports (the “Department”) at Salt Lake City International Airport (the “Airport”). The Series 2018 Bonds will be issued pursuant to a Master Trust Indenture (the “Master Indenture”) and a Second Supplemental Indenture (the “Second Supplemental Indenture,” and, with the Master Indenture, the “Indenture”), each by and between the City and Wilmington Trust, National Association, as trustee (the “Trustee”). The Series 2018 Bonds are limited obligations of the City payable solely from and secured by a pledge of (a) Net Revenues, (b) certain funds and accounts held by the Trustee under the Indenture, and (c) other amounts payable under the Indenture, all as defined herein. The Series 2018 Bonds will be secured by a pledge of Net Revenues on parity with the City’s Airport Revenue Bonds Series 2017A and Series 2017B, which as of October 1, 2018 were outstanding in the aggregate principal amount of $1 billion. None of the properties of the Airport System, as defined herein, are subject to any mortgage or other lien for the benefit of the owners of the Series 2018 Bonds, and neither the full faith and credit nor the taxing power of the City, the State of Utah (the “State”) or any political subdivision or agency of the State is pledged to the payment of the principal of or interest on the Series 2018 Bonds. The Series 2018 Bonds will be issued as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). Purchasers will acquire beneficial ownership interest in the Series 2018 Bonds in denominations of $5,000 or integral multiples thereof and will not receive physical delivery of bond certificates. So long as Cede & Co. is the registered owner of the Series 2018 Bonds, principal of and interest on the Series 2018 Bonds will be payable by the Trustee to Cede & Co., as nominee for DTC. See “APPENDIX E – Book-Entry Only System” herein. The Series 2018 Bonds will bear interest from their date of original delivery, payable each January 1 and July 1, commencing on July 1, 2019. The Series 2018 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See the inside cover page hereof for maturities, principal amounts, interest rates, yields and prices of the Series 2018 Bonds. This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read this entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2018 Bonds are offered when, as and if issued by the City and received by the Underwriters, subject to the receipt of an unqualified approving opinion as to validity of Kutak Rock LLP, Denver, Colorado, Bond Counsel to the City, and certain other conditions. Certain legal matters will be passed upon for the City by the City Attorney, Margaret D. Plane, and Disclosure Counsel to the City, Kaplan Kirsch & Rockwell LLP, Boston, Massachusetts, and for the Underwriters by their counsel, Gilmore & Bell, P.C., Salt Lake City, Utah. PFM Financial Advisors LLC, San Francisco, California, serves as Financial Advisor to the City. Delivery of the Series 2018 Bonds to DTC or its custodial agent is expected in New York, New York on or about October 31, 2018. Goldman Sachs & Co. LLC BofA Merrill Lynch Citigroup Morgan Stanley RBC Capital Markets Zions Bank October 17, 2018 SALT LAKE CITY, UTAH $753,855,000 Airport Revenue Bonds, Series 2018A (AMT) Due Principal Interest (July 1) Amount Rate Yield Price CUSIP† 2023 $24,000,000 5.00% 2.70% 110.017 795576GT8 2024 8,000,000 5.00% 2.84% 111.228 795576GU5 2025 16,210,000 5.00% 2.98% 112.127 795576GV3 2026 17,020,000 5.00% 3.12% 112.727 795576GW1 2027 17,870,000 5.00% 3.23% 113.282 795576GX9 2028 18,765,000 5.00% 3.33% 113.701 795576GY7 2029 19,700,000 5.00% 3.40% 113.083 C 795576GZ4 2030 20,685,000 5.00% 3.48% 112.382 C 795576HA8 2031 21,720,000 5.00% 3.54% 111.859 C 795576HB6 2032 22,810,000 5.00% 3.60% 111.339 C 795576HC4 2033 23,950,000 5.00% 3.65% 110.908 C 795576HD2 2034 25,145,000 5.00% 3.74% 110.137 C 795576HE0 2035 26,405,000 5.00% 3.80% 109.627 C 795576HF7 2036 27,725,000 5.00% 3.85% 109.204 C 795576HG5 2037 29,110,000 5.00% 3.88% 108.951 C 795576HH3 2038 30,565,000 5.00% 3.91% 108.699 C 795576HJ9 $177,325,000 5.00% Term Bonds due July 1, 2043; Yield 4.00%; Price 107.946 C CUSIP† 795576HK6 $126,850,000 5.00% Term Bonds due July 1, 2048; Yield 4.07%; Price 107.365 C CUSIP† 795576HL4 $100,000,000 5.25% Term Bonds due July 1, 2048; Yield 4.00%; Price 109.934 C CUSIP† 795576HM2 $96,695,000 Airport Revenue Bonds, Series 2018B (Non-AMT) Due Principal Interest (July 1) Amount Rate Yield Price CUSIP† 2025 $2,175,000 5.00% 2.58% 114.731 795576HN0 2026 2,280,000 5.00% 2.72% 115.678 795576HP5 2027 2,395,000 5.00% 2.85% 116.403 795576HQ3 2028 2,515,000 5.00% 2.95% 117.128 795576HR1 2029 2,640,000 5.00% 3.07% 116.033 C 795576HS9 2030 2,775,000 5.00% 3.18% 115.039 C 795576HT7 2031 2,910,000 5.00% 3.28% 114.145 C 795576HU4 2032 3,060,000 5.00% 3.35% 113.524 C 795576HV2 2033 3,210,000 5.00% 3.43% 112.819 C 795576HW0 2034 3,370,000 5.00% 3.50% 112.207 C 795576HX8 2035 3,540,000 5.00% 3.56% 111.685 C 795576HY6 2036 3,715,000 5.00% 3.61% 111.253 C 795576HZ3 2037 3,905,000 5.00% 3.64% 110.994 C 795576JA6 2038 4,095,000 5.00% 3.67% 110.736 C 795576JB4 $23,770,000 5.00% Term Bonds due July 1, 2043; Yield 3.75%; Price 110.052 C CUSIP† 795576JC2 $30,340,000 5.00% Term Bonds due July 1, 2048; Yield 3.80%; Price 109.627 C CUSIP† 795576JD0 C: Priced at the stated yield to the par call date of July 1, 2028 † Copyright, American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed on behalf of the American Bankers Association by S&P Global Market Intelligence. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2018 Bonds and the City does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. ii iii [This page intentionally left blank.] iv SALT LAKE CITY, UTAH CITY COUNCIL Erin J. Robinson Mendenhall ................................................................................................................... Council Chair Chris Wharton .................................................................................................................................. Council Vice Chair Amy Fowler .......................................................................................................................................... Council Member Andrew Johnston .................................................................................................................................. Council Member Derek Kitchen ....................................................................................................................................... Council Member Charlie Luke ......................................................................................................................................... Council Member James Rogers ........................................................................................................................................ Council Member CITY ADMINISTRATION Jacqueline M. Biskupski
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