OFFICIAL STATEMENT DATED MAY 22, 2019 NEW ISSUE - Book-Entry-Only Ratings: Moody’s: “Aa3” S&P: “AA” Fitch: “AA” (See “OTHER RELEVANT INFORMATION – Ratings”) Interest on the Bonds will be included in gross income for federal income tax purposes. See“TAX MATTERS” in this document. CITY OF AUSTIN, TEXAS (Travis, Williamson and Hays Counties) $464,540,000 Electric Utility System Revenue Bonds, Taxable Series 2019A Dated: Date of Initial Delivery Due: As shown on the inside cover page The bonds offered in this document are the $464,540,000 City of Austin, Texas Electric Utility System Revenue Bonds, Taxable Series 2019A (the “Bonds”). The Bonds represent the sixteenth series of “Parity Electric Utility Obligations” issued pursuant to City of Austin, Texas (the “City”) Ordinance No. 010118-52A, passed on January 18, 2001, by the City Council of the City (the “City Council”) governing the issuance of the City’s Electric Utility System indebtedness (the “Master Ordinance”) and are authorized and being issued in accordance with supplemental ordinances pertaining to the Bonds, including Ordinance No. 20190509-037, passed on May 9, 2019, by the City Council (the “Sixteenth Supplement”). The Sixteenth Supplement delegated to a designated “Pricing Officer” the authority to effect the sale of the Bonds, subject to the terms of the Sixteenth Supplement. See “INTRODUCTION” in this document. The Master Ordinance provides the terms for the issuance of Parity Electric Utility Obligations and the related covenants and security provisions. The City must comply with the covenants and security provisions relating to the Prior Subordinate Lien Obligations (defined in this document) while they remain outstanding. The Master Ordinance provides that no additional revenue obligations payable from the same sources and secured in the same manner as the Prior Subordinate Lien Obligations shall be issued. Commercial Paper Obligations (defined in this document) currently authorized, having a combined pledge of Net Revenues of the Electric Light and Power System and Water and Wastewater System (the “Combined Utility Systems”), may continue to be issued on a subordinate lien basis to the Parity Electric Utility Obligations. The Bonds are special obligations of the City, payable as to both principal and interest solely from, and together with the outstanding Parity Electric Utility Obligations and Prior Subordinate Lien Bonds, equally and ratably secured only by a lien on and pledge of the Net Revenues of the City’s Electric Utility System as provided in the Master Ordinance and the Sixteenth Supplement. The taxing powers of the City and the State of Texas are not pledged as security for the Bonds. See “Security for the Bonds” in this document. The definitive Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof within a maturity. Interest on the Bonds will accrue from the date of initial delivery and shall be payable on November 15, 2019 and each May 15 and November 15 thereafter until maturity or prior redemption. The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). The City reserves the right to discontinue such book-entry system. See “Description of the Bonds” in this document. U.S. Bank National Association, will serve as the initial paying agent/registrar (the “Paying Agent/Registrar”) for the Bonds. MATURITY SCHEDULE See “Maturity Schedule” on the Inside Cover Page The City reserves the right, at its option, to redeem the Bonds prior to their scheduled maturity. (See “DESCRIPTION OF THE BONDS - Redemption of the Bonds” in this document). The Bonds are offered for delivery when, as, and if issued and subject, among other things, to the opinions of the Attorney General of the State of Texas and Norton Rose Fulbright US LLP, Bond Counsel for the City, as to the validity of the issuance of the Bonds under the Constitution and laws of the State of Texas. The opinion of Bond Counsel will be printed on or attached to the Bonds (See APPENDIX E – “Form of Bond Counsel’s Opinion” in this document). Certain legal matters will be passed upon for the City by McCall, Parkhurst & Horton L.L.P., Disclosure Counsel for the City, and for the Underwriters by their counsel, Orrick, Herrington & Sutcliffe LLP. It is expected that the Bonds will be delivered through the facilities of DTC on or about June 13, 2019. J.P. Morgan HilltopSecurities Loop Capital Markets Piper Jaffray & Co. CITY OF AUSTIN, TEXAS (Travis, Williamson and Hays Counties) $464,540,000 Electric Utility System Revenue Bonds, Taxable Series 2019A Base CUSIP No. 052414 (1) MATURITY SCHEDULE Maturity Date Principal Interest Initial CUSIP (November 15) Amount Rate Yield Suffix (1) 2019 $ 31,355,000 2.425% 2.425% RK7 2020 31,125,000 2.425% 2.425%RL5 2021 31,890,000 2.425% 2.425%RM3 2022 32,680,000 2.456% 2.456%RN1 2023 33,505,000 2.524% 2.524%RP6 2024 34,370,000 2.574% 2.574%RQ4 2025 35,290,000 2.677% 2.677%RR2 2026 36,265,000 2.777% 2.777% RS0 2027 37,305,000 2.837% 2.837%RT8 2028 38,400,000 2.937% 2.937%RU5 2029 39,555,000 2.987% 2.987%RV3 2030 40,765,000 3.037% 3.037%RW1 2031 42,035,000 3.087% 3.087%RX9 (Interest to accrue from Date of Initial Delivery) Redemption of the Bonds The Bonds will be subject to Make Whole Optional Redemption as defined in “DESCRIPTION OF THE BONDS – Redemption of the Bonds” in this document. ____________________ (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data in this document is provided by CUSIP Global Services (“CGS”), managed by S&P Global Market Intelligence on behalf of the American Bankers Association. Copyright© 2019 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the services provided by CGS. CUSIP numbers are provided for convenience of reference only. None of the City, the Financial Advisor, or the Underwriters take any responsibility for the accuracy of such numbers. [The remainder of this page is intentionally left blank.] i CITY OF AUSTIN Elected Officials Term Expires January Steve Adler .................................................................................................................... Mayor 2023 Natasha Harper-Madison ..............................................................Councilmember Place 1 2023 Delia Garza, Mayor Pro Tem ........................................................ Councilmember Place 2 2021 Sabino “Pio” Renteria ....................................................................Councilmember Place 3 2023 Gregorio “Greg” Casar .................................................................. Councilmember Place 4 2021 Ann Kitchen ....................................................................................Councilmember Place 5 2023 Jimmy Flanagan .............................................................................. Councilmember Place 6 2021 Leslie Pool .......................................................................................Councilmember Place 7 2021 Paige Ellis ......................................................................................... Councilmember Place 8 2023 Kathryne B. Tovo ...........................................................................Councilmember Place 9 2023 Alison Alter .................................................................................. Councilmember Place 10 2021 Appointed Officials Spencer Cronk ........................................................................................................................... City Manager Elaine Hart, CPA ...............................................................Deputy City Manager/Chief Financial Officer Greg Canally ................................................................................................ Deputy Chief Financial Officer Ed Van Eenoo ............................................................................................Deputy Chief Financial Officer Anne Morgan ............................................................................................................................ City Attorney Jannette S. Goodall..........................................................................................................................City Clerk BOND COUNSEL DISCLOSURE COUNSEL FOR THE CITY Norton Rose Fulbright US LLP McCall, Parkhurst & Horton L.L.P. Austin and Dallas, Texas Austin and Dallas, Texas FINANCIAL ADVISOR INDEPENDENT AUDITORS PFM Financial Advisors LLC Deloitte & Touche LLP Austin, Texas Austin, Texas For additional information regarding the City, please contact: Belinda Weaver Dennis P. Waley Interim Treasurer Managing Director City of Austin PFM Financial Advisors LLC 919 Congress Ave, Suite 1250 221 West 6th Street, Suite 1900 Austin, TX 78701 Austin, TX 78701 (512) 974−7885 (512) 614−5323 [email protected] [email protected] ii SELECTED FINANCIAL INFORMATION Combined Utility Systems (Electric Utility System and Water and Wastewater System) The selected financial information below presents selected historical information related to the Combined Utility Systems of the City, which is comprised of the Electric Utility System and the Water and Wastewater System of the City, presented on a combined basis. The financial information for the fiscal years ended September 30, 2015 through September 30, 2018 is derived from the City’s audited financial statements. This information should be read in conjunction with