OFFICIAL STATEMENT DATED MAY 7, 2019 NEW ISSUES-BOOK ENTRY ONLY RATINGS: S&P: AA Moody’s: Aa2 (See “RATINGS” herein) In the opinion of Bond Counsel, under existing law and subject to conditions described in the section herein entitled “TAX MATTERS,” (1) interest on the Series 2019A Bonds (as defined herein) (including any accrued “original issue discount” properly allocable to the owners of the Series 2019A Bonds) is excludable from gross income for Federal income tax purposes and (2) interest on the Series 2019A Bonds is not a specific item of tax preference for purposes of the Federal alternative minimum tax. Interest on the Series 2019B Bonds (as defined herein) is includable in the gross income of the owners thereof for Federal income tax purposes. It is also the opinion of Bond Counsel, under existing law, that the Bonds (as defined herein), their transfer, and the principal and interest payable thereon (including any profit made in the sale thereof), shall be and remain exempt from any and all state, county and municipal taxation in the State of Maryland; however, the law of the State of Maryland does not expressly refer to, and no opinion is expressed concerning, estate or inheritance taxes, or any other taxes not levied directly on the Bonds, their transfer or the interest thereon. See “TAX MATTERS.” $85,000,000 MAYOR AND CITY COUNCIL OF BALTIMORE City of Baltimore, Maryland General Obligation Bonds $64,855,000 $20,145,000 Consolidated Public Improvement Bonds Consolidated Public Improvement Bonds Series 2019A Series 2019B (Tax-Exempt) (Taxable) Dated: Date of Delivery Due: See inside front 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: The Bonds maturing on and after October 15, 2030 are subject to optional redemption, in whole or in part, on or after October 15, 2029. See “THE BONDS -- Optional Redemption.” Interest Payment Dates: April 15 and October 15, beginning October 15, 2019. Closing: On or about May 21, 2019. Denominations: Integral multiples of $5,000. Purpose: The proceeds of the Bonds will be used to (i) finance various public improvements of the City, (ii) pay the costs of issuance of the Bonds, and (iii) to the extent there are sufficient proceeds, to fund interest with respect to such Bonds. 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 for the Bonds. See Appendix F –“Description of the Book-Entry Only System.” FOR AMOUNTS, MATURITIES, INTEREST RATES, PRICES OR YIELDS AND CUSIPS, SEE INSIDE COVER The Bonds are offered for delivery when, as and if issued by the City, subject to the approving opinion of McGuireWoods LLP, Baltimore, Maryland, as Bond Counsel to the City and other conditions specified in the official Notices of Sale for the Series 2019A Bonds and the Series 2019B Bonds, copies of which are attached as Appendix C-1 and Appendix C-2, respectively. Certain legal matters will be passed upon for the City by the City Solicitor. It is anticipated that the Bonds will be available for delivery through the facilities of DTC in New York, New York, and certain closing documents will be available for delivery in Baltimore, Maryland on or about May 21, 2019. This cover page contains certain information for reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. $85,000,000 MAYOR AND CITY COUNCIL OF BALTIMORE (City of Baltimore, Maryland) General Obligation Bonds $64,855,000 Consolidated Public Improvement Bonds Series 2019A (Tax-Exempt) Maturity Maturity Date Amount Interest Date Amount Interes (Oct. 15) Maturing Rate Yield CUSIP No. (Oct. 15) Maturing t Rate Yield CUSIP No. 2020 $1,985,000 5.00% 1.56% 059189WR7 2030 $3,275,000 5.00% 2.01%* 059189XB1 2021 2,085,000 5.00 1.59 059189WS5 2031 3,440,000 5.00 2.07* 059189XC9 2022 2,195,000 5.00 1.63 059189WT3 2032 3,620,000 5.00 2.14* 059189XD7 2023 2,305,000 5.00 1.65 059189WU0 2033 3,785,000 4.00 2.43* 059189XE5 2024 2,425,000 5.00 1.67 059189WV8 2034 3,940,000 4.00 2.53* 059189XF2 2025 2,550,000 5.00 1.70 059189WW6 2035 4,080,000 3.00 3.00 059189XG0 2026 2,680,000 5.00 1.74 059189WX4 2036 4,205,000 3.00 3.03 059189XH8 2027 2,815,000 5.00 1.79 059189WY2 2037 4,330,000 3.00 3.05 059189XJ4 2028 2,960,000 5.00 1.87 059189WZ9 2038 4,465,000 3.00 3.07 059189XK1 2029 3,115,000 5.00 1.94 059189XA3 2039 4,600,000 3.00 3.09 059189XL9 ___________ *Priced to call date $20,145,000 Consolidated Public Improvement Bonds Series 2019B (Taxable) Maturity Maturity Date Amount Interest Date Amount Interest (Oct. 15) Maturing Rate Yield CUSIP No. (Oct. 15) Maturing Rate Yield CUSIP No. 2020 $695,000 5.00% 2.38% 059189XM7 2030 $1,005,000 3.05% 3.05% 059189XX3 2021 730,000 5.00 2.39 059189XN5 2031 1,040,000 3.15 3.15 059189XY1 2022 770,000 5.00 2.40 059189XP0 2032 1,070,000 3.20 3.20 059189XZ8 2023 810,000 5.00 2.45 059189XQ8 2033 1,105,000 3.25 3.25 059189YA2 2024 840,000 3.00 2.50 059189XR6 2034 1,145,000 3.30 3.30 059189YB0 2025 865,000 3.00 2.60 059189XS4 2035 1,180,000 3.35 3.35 059189YC8 2026 890,000 3.00 2.65 059189XT2 2036 1,225,000 3.40 3.40 059189YD6 2027 920,000 3.00 2.75 059189XU9 2037 1,265,000 3.45 3.45 059189YE4 2028 950,000 3.00 2.85 059189XV7 2038 1,310,000 3.50 3.50 059189YF1 2029 975,000 3.00 2.95 059189XW5 2039 1,355,000 3.55 3.55 059189YG9 The interest rates shown above are the interest rates payable by the City resulting from the successful bids for the Bonds at public sale on May 7, 2019. The prices or yields shown above are furnished by the successful bidders. All other information concerning the terms of reoffering of the Bonds, if any, should be obtained from the successful bidders and not from the City (see “SALE AT COMPETITIVE BIDDING” herein). The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by CUSIP Global Services, which is managed on behalf of the American Bankers Association (the “ABA”) by S&P Global Market Intelligence, 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. Neither the City nor the successful bidders take any responsibility for the accuracy of CUSIP information 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. “CUSIP” is a registered trademark of the ABA. The use of CUSIP numbers in this Official Statement is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. No dealer, broker, salesman or other person has been authorized by the City or the successful bidders to give any information or to make any representations, other than those contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the successful bidders. All quotations and summaries and explanations of provisions of law and documents herein do not purport to be complete and reference is made to such laws and documents for complete statements of their provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinions and not as representations of fact. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale of the Bonds shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the respective dates as of which information is given herein. Such information and expressions of opinion are made for the purpose of providing information to prospective investors and are not to be used for any other purpose.