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Siebert Brandford Shank & Co., LLC Morgan Stanley NEW ISSUE /BOOK-ENTRY ONLY In the respective opinions of Co-Bond Counsel to the Airports Authority to be delivered upon the issuance of the Series 2009B Bonds, under existing law and assuming compliance by the Airports Authority with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be met subsequent to the issuance of the Series 2009B Bonds, with which the Airports Authority has certified, represented and covenanted its compliance, interest on the Series 2009B Bonds is excluded from gross income for federal income tax purposes, except for any period during which such Series 2009B Bonds are held by a person who is a “substantial user” of the facilities financed or a “related”person, as those terms are used in Section 147(a) of the Code, and is not a specific preference item or included in a corporation’s adjusted current earnings for purposes of the federal alternative minimum tax. Also, in the respective opinions of Co-Bond Counsel to be delivered upon the issuance of the Series 2009B Bonds, under existing law, interest on the Series 2009B Bonds is exempt from income taxation by the Commonwealth of Virginia and is exempt from all taxation of the District of Columbia except estate, inheritance and gift taxes. See “TAX MATTERS” for a more detailed discussion. $236,825,000 AirPort SysteM ReVenue BonDs Series 2009B (Non-AMT) Dated: Date of Delivery Due: October 1, in the years as shown herein Interest on the Metropolitan Washington Airports Authority’s (the “Airports Authority”) Airport System Revenue Bonds, Series 2009B, to be issued in the original principal amount of $236,825,000 (the “Series 2009B Bonds”) will be payable on October 1, 2009, and semiannually thereafter on each April 1 and October 1. The Series 2009B Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple hereof. When issued, the Series 2009B Bonds will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York (“DTC”), to which payments of principal and interest will be made. Purchasers will acquire beneficial interests in the Series 2009B Bonds, in principal amounts shown on the inside cover hereof, in book-entry form only. DTC will remit such payments to its participants who will be responsible for remittance to beneficial owners. See “THE SERIES 2009B BONDS – Book-Entry Only System.” Proceeds of the Series 2009B Bonds will be used, together with other funds of the Airports Authority, to (i) pay a portion of the costs of certain capital projects at the Airports, (ii) refinance a portion of the Airports Authority’s outstanding Airport System Revenue Commercial Paper Notes, Series One, (iii) pay capitalized interest on the Series 2009B Bonds and certain outstanding Bonds, (iv) fund a deposit to the Common Reserve Account in the Debt Service Reserve Fund to satisfy the debt service reserve requirement for the Series 2009B Bonds, (v) pay costs of issuing the Series 2009B Bonds and (vi) pay costs of terminating certain interest rate swap agreements with Wachovia Bank and Bank of Montreal. The Series 2009B Bonds will be issued under and secured by the Amended and Restated Master Indenture of Trust dated as of September 1, 2001 (the “Master Indenture”) and the Thirty-second Supplemental Indenture of Trust, dated as of April 1, 2009 (the “Thirty-second Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), each between the Airports Authority and Manufacturers and Traders Trust Company (formerly Allfirst Bank), as the trustee (the “Trustee”). Except to the extent payable from the proceeds of the Series 2009B Bonds and any other moneys available for such payment, the Series 2009B Bonds are payable from, and secured by a pledge of, Net Revenues of the Airports Authority, as described herein, which pledge is on a parity with the pledge of Net Revenues made to secure the Airports Authority’s outstanding Bonds and other Bonds which may be issued in the future under the Indenture, as further supplemented. The Series 2009B Bonds will not be subject to acceleration upon an event of default or otherwise. THE SERIES 2009B BONDS SHALL NOT CONSTITUTE A DEBT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF. THE ISSUANCE OF THE SERIES 2009B BONDS UNDER THE PROVISIONS OF THE DISTRICT ACT AND THE VIRGINIA ACT SHALL NOT DIRECTLY, INDIRECTLY, OR CONTINGENTLY OBLIGATE THE DISTRICT OF COLUMBIA OR THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF TO ANY FORM OF TAXATION WHATSOEVER. THE AIRPORTS AUTHORITY HAS NO TAXING POWER. The scheduled payment of the principal and interest when due on a portion of the Series 2009B Bonds maturing on October 1, 2017 through October 1, 2024, October 1, 2026 and October 1, 2029, as shown on the inside cover page, will be insured by a financial guaranty insurance policy to be issued by Berkshire Hathaway Assurance Corporation (the “Bond Insurer”) concurrently with the issuance of the Series 2009B Bonds, as more fully described in Part I, “THE SERIES 2009B BONDS – Security and Source of Payment – Bond Insurance.” BERKSHIRE HATHAWAY ASSURANCE CORPORATION The Series 2009B Bonds will mature on October 1 in the years and in the principal amounts, and will bear interest at the rates, as shown herein. The Series 2009B Bonds are subject to optional and mandatory sinking fund redemption prior to maturity, as more fully described herein. The Series 2009B Bonds are offered when, as and if issued and received by the Underwriters. Legal matters with respect to the issuance of the Series 2009B Bonds are subject to the approval of Co-Bond Counsel to the Airports Authority, Hogan & Hartson LLP, Washington, D.C., and Lewis, Munday, Harrell & Chambliss, Washington, D.C. Certain legal matters will be passed upon for the Airports Authority by Philip G. Sunderland, Esquire, Vice President and General Counsel to the Airports Authority and for the Underwriters by their co-counsel, Orrick, Herrington & Sutcliffe LLP, Washington, D.C. and McKenzie & Associates, Washington, D.C. It is expected that the Series 2009B Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about April 1, 2009. Siebert Brandford Shank & Co., LLC Morgan Stanley Banc of America Securities LLC Barclays Capital Citi J.P. Morgan Loop Capital Markets, LLC Merrill Lynch & Co. Morgan Keegan & Company, Inc. This cover page contains certain information for quick reference only. It is not a summary of this Official Statement. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision, paying particular attention to the matters discussed in Part II, “CERTAIN INVESTMENT CONSIDERATIONS.” March 25, 2009 Metropolitan Washington Airports Authority $236,825,000 Airport System Revenue Bonds Series 2009B (Non-AMT) Year Principal Interest Price or October 1 Amount Rate Yield CUSIP† No. 2010$ 2,675,000 3.000% 1.32% 592646E25 2011 125,000 3.000% 1.96% 592646E33 2011 2,590,000 4.500% 1.96% 592646E41 2012 2,780,000 3.000% 2.24% 592646E58 2013 2,910,000 3.000% 2.68% 592646E66 2014 3,900,000 3.000% 3.10% 592646E74 2015 1,205,000 4.000% 3.35% 592646E82 2015 3,950,000 5.000% 3.35% 592646E90 2016 220,000 4.000% 3.58% 592646F24 2016 4,645,000 5.000% 3.58% 592646F32 2017* 2,850,000 4.000% 3.61% 592646F40 2017 485,000 4.000% 3.81% 592646F57 2017* 3,885,000 5.000% 3.61% 592646F65 2018* 2,020,000 3.750% 3.80% 592646F73 2018 1,000,000 4.000% 100.00 592646F99 2018* 6,750,000 5.000% 3.80% 592646F81 2019* 1,720,000 3.900% 3.99% 592646G23 2019 3,320,000 4.100% 4.19% 592646G56 2019* 5,000,000 5.000% 3.99% 592646G31 2019 1,500,000 5.000% 4.19% 592646G49 2020* 1,715,000 4.125% 4.18% 592646G64 2020 540,000 4.300% 4.38% 592646G72 2020* 6,820,000 5.000% 4.18% ** 592646G80 2021* 485,000 4.300% 4.35% 592646G98 2021 825,000 4.500% 4.55% 592646H30 2021 13,000,000 5.000% 4.55% ** 592646H22 2022* 3,990,000 4.500% 100.00 592646H48 2022 10,000,000 5.000% 4.68% ** 592646H55 2023* 10,000,000 4.500% 4.70% 592646H71 2023 10,000,000 5.000% 4.82% ** 592646H63 2024* 7,325,000 4.750% 4.80% 592646H89 2024* 6,225,000 5.000% 4.80% ** 592646H97 2024 6,500,000 5.250% 4.91% ** 592646J20 2025 21,000,000 5.250% 5.03% ** 592646J38 2026* 21,965,000 5.000% 100.00 592646J46 $31,450,000 5.00% Term Bond due October 1, 2029,* to yield 5.120% CUSIP† No.: 592646J53 $31,455,000 5.00% Term Bond due October 1, 2029, to yield 5.270% CUSIP† No.: 592646J61 ___________________ * Series 2009B Bonds insured by the Policy. ** Priced to the par call date of October 1, 2019. † Copyright 2007, American Bankers Association. The CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2009B Bonds and the Airports Authority and the Underwriters do not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future.
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