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OFFICIAL STATEMENT DATED NOVEMBER 18, 2014 NEW ISSUE – Book-Entry Only Fitch Ratings: AAA Moody’s Investors Service: Aaa Standard & Poor’s Ratings Services: AAA See “Ratings” In the opinion of Bond Counsel, (i) under existing law, interest on the Bonds is exempt from taxation by the State of Maryland and its counties and municipalities; no opinion is expressed as to estate or inheritance taxes or any other taxes not levied or assessed directly on the interest on the Bonds; and (ii) assuming compliance with certain covenants described herein, interest on the Bonds will be excludable from gross income for federal income tax purposes under existing statutes, regulations and decisions. Interest on the Bonds for federal income tax purposes is not includable in the alternative minimum taxable income of individuals, corporations or other taxpayers as an enumerated item of tax preference or other specific adjustment; however, interest on the Bonds may be taken into account in determining “adjusted current earnings” for purposes of computing the alternative minimum tax for corporations, and interest on the Bonds will be subject to the branch profits tax imposed on foreign corporations engaged in a trade or business in the United States of America. See “TAX MATTERS.” $250,000,000 WASHINGTON SUBURBAN SANITARY DISTRICT, MARYLAND (MONTGOMERY AND PRINCE GEORGE’S COUNTIES, MARYLAND) Consolidated Public Improvement Bonds of 2014 (Second Series) Dated: Date of Delivery Due: June 1, as shown on the inside front cover Interest Payment Date: June 1 and December 1, beginning June 1, 2015 Denomination: $5,000 or any integral multiples thereof Form: Registered, book-entry only through the facilities of The Depository Trust Company Optional Redemption: The Bonds maturing on or after June 1, 2025 are subject to redemption prior to maturity without premium. See “DESCRIPTION OF THE BONDS - Redemption Provisions.” Security: The Bonds are payable from unlimited ad valorem taxes upon all the assessable property within the District. See “SUMMARY OF DISTRICT AD VALOREM TAXES, WATER, SEWER AND OTHER CHARGES AND REVENUES THEREFROM” herein. Purpose: The Bonds will provide funding for the construction or reconstruction of water supply facilities, water supply lines and transmission mains, sewage disposal facilities, sewer collection mains and trunk sewers, and for Commission-built water/sewer pipes in subdivisions. Bond Counsel: McKennon Shelton & Henn LLP Financial Advisor: Public Advisory Consultants, Inc. Paying Agent and Bond Registrar: The Bank of New York Mellon Trust Company, N. A. FOR MATURITY SCHEDULES, INTEREST RATES, YIELDS AND CUSIP NUMBERS, SEE INSIDE FRONT COVER The Bonds are offered when, as and if issued and subject to the unqualified approving opinion of McKennon Shelton & Henn LLP and other conditions specified in the Notice of Sale. It is expected that the Bonds will be available for delivery through the facilities of The Depository Trust Company, New York, New York, on or about December 2, 2014. MATURITY SCHEDULE $250,000,000 CONSOLIDATED PUBLIC IMPROVEMENT BONDS OF 2014 (SECOND SERIES) Maturity Principal Interest CUSIP Maturity Principal Interest CUSIP June 1 Amount Rate** Yield** Number† June 1 Amount Rate** Yield** Number† 2015 $9,205,000 2.00% 0.120% 940157XW5 2030 $7,870,000 4.00% 3.060*% 940157YM6 2016 4,545,000 4.00 0.330 940157XX3 2031 8,185,000 4.00 3.160* 940157YN4 2017 4,730,000 5.00 0.550 940157XY1 2032 8,515,000 4.00 3.210* 940157YP9 2018 4,915,000 5.00 0.820 940157XZ8 2033 8,855,000 4.00 3.260* 940157YQ7 2019 5,115,000 5.00 1.100 940157YA2 2034 9,210,000 4.00 3.310* 940157YR5 2020 5,320,000 5.00 1.400 940157YB0 2035 9,580,000 4.00 3.360* 940157YS3 2021 5,530,000 5.00 1.720 940157YC8 2036 9,960,000 4.00 3.400* 940157YT1 2022 5,750,000 5.00 1.960 940157YD6 2037 10,360,000 4.00 3.430* 940157YU8 2023 5,980,000 5.00 2.120 940157YE4 2038 10,775,000 4.00 3.460* 940157YV6 2024 6,220,000 4.00 2.410 940157YF1 2039 11,205,000 4.00 3.490* 940157YW4 2025 6,470,000 4.00 2.520* 940157YG9 2040 11,655,000 4.00 3.520* 940157YX2 2026 6,730,000 4.00 2.620* 940157YH7 2041 12,120,000 4.00 3.550* 940157YY0 2027 7,000,000 4.00 2.730* 940157YJ3 2042 12,605,000 4.00 3.570* 940157YZ7 2028 7,280,000 4.00 2.860* 940157YK0 2043 13,110,000 4.00 3.580* 940157ZA1 2029 7,570,000 4.00 2.960* 940157YL8 2044 13,635,000 4.00 3.590* 940157ZB9 _____________ * Yield to first par call. ** The rates shown above are the rates payable by the District resulting from the successful bid for the Bonds on November 18, 2014 by a group of banks and investment banking firms. The successful bidder has furnished to the Commission the yields shown above. Other information concerning the terms of the reoffering of the Bonds, if any, should be obtained from the successful bidder and not from the Commission. See “Sale at Competitive Bidding.” † 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 Commission and the Commission 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 Commission 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. 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 the CUSIP Service Bureau. -i- WASHINGTON SUBURBAN SANITARY COMMISSION 14501 Sweitzer Lane, Laurel, Maryland 20707 301-206-7069 www.wsscwater.com COMMISSIONERS Omar M. Boulware, Chair Hon. Adrienne A. Mandel, Vice Chair Gene W. Counihan Mary Hopkins-Navies Christopher Lawson Dr. Roscoe M. Moore, Jr. SENIOR STAFF Jerry N. Johnson, General Manager/CEO Sheila R. Finlayson, Corporate Secretary Christopher V. Cullinan, Acting Chief Financial Officer and Treasurer Jerome K. Blask, General Counsel Letitia Carolina-Powell, Acting Budget Group Leader BOND COUNSEL McKennon Shelton & Henn LLP FINANCIAL ADVISOR Public Advisory Consultants, Inc. BOND REGISTRAR AND PAYING AGENT The Bank of New York Mellon Trust Company, N.A. Additional copies of this Official Statement may be obtained from J.D. Noell, Disbursements Group Leader, Washington Suburban Sanitary Commission, 14501 Sweitzer Lane, Laurel, Maryland 20707 (301-206-7069), or from Public Advisory Consultants, Inc., 25 Crossroads Drive, Suite 402, Owings Mills, Maryland 21117 (410-581-4820). Copies of the latest Official Statements of Montgomery County and Prince George’s County are available at the offices of the respective counties. THE COMMISSION HAS NOT UNDERTAKEN TO AUDIT, AUTHENTICATE OR OTHERWISE VERIFY THE INFORMATION SET FORTH IN ANY OFFICIAL STATEMENT OF MONTGOMERY COUNTY OR PRINCE GEORGE’S COUNTY. REFERENCE TO THE OFFICIAL STATEMENTS OF MONTGOMERY COUNTY AND PRINCE GEORGE’S COUNTY IS INCLUDED HEREIN FOR CONVENIENCE ONLY AND ANY INFORMATION INCLUDED IN SUCH OFFICIAL STATEMENTS IS NOT INCORPORATED HEREIN, BY REFERENCE OR OTHERWISE. - ii - This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been provided by the Commission, Montgomery County and Prince George’s County. No dealer, broker, sales agent, financial consultant or any other person has been authorized by the Commission, Montgomery County, or Prince George’s County 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 any of the foregoing. The Commission believes that the information contained in this Official Statement is correct and complete and has no knowledge of any inaccuracy or incompleteness as to any of the information herein contained. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission, Montgomery County or Prince George’s County, from the date hereof. This Official Statement is not to be construed as a contract or agreement between the Commission and the purchasers or holders of any of the Bonds. All quotations from 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 full and complete statements of these 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 opinion 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 made hereunder shall, under any circumstances, create any implications that there has been no change in the affairs of the Commission since the respective dates as of which information is given herein.
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