NEW ISSUE – BOOK-ENTRY ONLY RATINGS: see RATINGS herein The delivery of the Series 2015 Bonds is subject to the opinion of Katten Muchin Rosenman LLP, Bond Counsel, to the effect that under existing law, interest on the Series 2015 Bonds is not includible in the gross income of the owners thereof for federal income tax purposes and that, assuming continuing compliance with the applicable requirements of the Internal Revenue Code of 1986, interest on the Series 2015 Bonds will continue to be excluded from the gross income of the owners thereof for federal income tax purposes. In addition, (i) interest on the Series 2015A Bonds is an item of tax preference for purposes of computing individual and corporate alternative minimum taxable income; (ii) interest on the Series 2015B Bonds is not an item of tax preference for purposes of computing individual and corporate alternative minimum taxable income for purposes of the individual and corporate alternative minimum tax; and (iii) interest on the Series 2015A Bonds is not excludable from the gross income of owners who are “substantial users” of the facilities financed or refinanced thereby. In the further opinion of Bond Counsel, under the existing statutes, interest on the Series 2015 Bonds is exempt from all taxation by the State and any county or any political subdivision thereof, except inheritance, transfer and estate taxes and except to the extent the franchise tax imposed by the laws of the State on banks and other financial institutions may be measured with respect to the Series 2015 Bonds or income therefrom. See “TAX MATTERS” herein. $244,260,000 STATE OF HAWAII Airports System Revenue Bonds $235,135,000 $9,125,000 Series 2015A Series 2015B (AMT) (Non-AMT) Dated: Date of Delivery Due: July 1 as shown on inside cover The above referenced two series of Airports System Revenue Bonds (the “Series 2015A Bonds” and the “Series 2015B Bonds,” respectively, and collectively the “Series 2015 Bonds”) are being issued for the purpose of funding the costs of capital improvement projects at certain facilities of the Airports System (defined herein) of the State of Hawaii (the “State”). The Series 2015 Bonds are special limited obligations of the State, payable solely from and secured solely by the Revenues (as defined herein) derived by the State from the ownership and operation of the Airports System and the receipts from aviation fuel taxes imposed by the State. See the inside cover for maturities, principal amounts, interest rates, and yields of the Series 2015 Bonds. The Series 2015 Bonds shall be dated as of their date of delivery and shall bear interest from the date of delivery payable each July 1 and January 1, commencing July 1, 2016. The Series 2015 Bonds are subject to optional and mandatory redemption prior to maturity thereof upon the terms and conditions and at the price as described herein. The Series 2015 Bonds are issuable in fully registered form and when issued will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. Purchases of the Series 2015 Bonds will be made in book-entry form only, through brokers and dealers who are, or who act through, DTC participants. Purchases of the Series 2015 Bonds will initially be made in denominations of $5,000 or integral multiples thereof. Beneficial owners of the Series 2015 Bonds will not receive physical delivery of Series 2015 Bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2015 Bonds. So long as DTC or its nominee is the registered owner of the Series 2015 Bonds, payment of the principal of, and premium, if any, and interest on, the Series 2015 Bonds will be made directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants (See “DESCRIPTION OF THE SERIES 2015 BONDS – Book-Entry Only System” herein). The Series 2015 Bonds do not constitute a general or moral obligation of the State nor a charge upon the general fund of the State. The full faith and credit of neither the State nor any political subdivision thereof is pledged to the payment of or as security for the Series 2015 Bonds. Neither the real property nor the improvements comprising the Airports System have been pledged or mortgaged to secure payment of the Series 2015 Bonds. The Series 2015 Bonds are offered when, as and if issued, subject to the approval of legality by Katten Muchin Rosenman LLP, New York, New York, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by their Counsel, Alston Hunt Floyd & Ing, Honolulu, Hawaii. It is expected that the Series 2015 Bonds in definitive form will be available for delivery on or about November 18, 2015. Morgan Stanley BofA Merrill Lynch Barclays Dated: November 5, 2015 $235,135,000 STATE OF HAWAII AIRPORTS SYSTEM REVENUE BONDS, SERIES 2015A (AMT) c $ 70,865,000 5.000% Term Bonds due July 1, 2041 Yield 3.850% Price 109.167 CUSIP 419794ZN5† $ 1,685,000 4.125% Serial Bonds due July 1, 2045 Yield 4.200% Price 98.731 CUSIP 419794ZM7† c $162,585,000 5.000% Term Bonds due July 1, 2045 Yield 3.920% Price 108.581 CUSIP 419794ZL9† $9,125,000 STATE OF HAWAII AIRPORTS SYSTEM REVENUE BONDS, SERIES 2015B (Non-AMT) $ 9,125,000 4.000% Term Bonds due July 1, 2045 Yield 4.020% Price 99.651 CUSIP 419794ZP0† c Priced to July 1, 2025 call date. † CUSIP data is provided by Standards & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers may change as a result of events in the secondary market. The information contained in this Official Statement has been obtained from the State of Hawaii and other sources deemed reliable. This Official Statement, which includes the cover page and appendices, does not constitute an offer to sell the Series 2015 Bonds in any state to any person to whom it is unlawful to make such offer in such state. No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2015 Bonds, and, if given or made, such information or representation must not be relied upon. The information contained herein is subject to change without notice and neither the delivery of this Official Statement nor any sale hereunder at any time implies that the information contained herein is correct as of any time subsequent to its date. The Underwriters have provided the following paragraphs for inclusion in this Official Statement. THE SERIES 2015 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE SERIES 2015 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS A PART OF, THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IN CONNECTION WITH THE OFFERING OF THE SERIES 2015 BONDS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICES OF THE SERIES 2015 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. STATE OF HAWAII David Y. Ige, Governor Shan S. Tsutsui, Lieutenant Governor DEPARTMENT OF TRANSPORTATION Director Ford N. Fuchigami Deputy Director, Airports Ross M. Higashi Deputy Director, Harbors Darrell T. Young Deputy Director, Highways Edwin H. Sniffen Deputy Director, Administration Jade T. Butay SPECIAL SERVICES Paying Agent and Registrar U.S. Bank National Association Seattle, Washington Consulting Engineer LeighFisher Burlingame, California Bond Counsel Katten Muchin Rosenman LLP New York, New York Pricing Advisor Public Financial Management, Inc. San Francisco, CA TABLE OF CONTENTS INTRODUCTION .......................................................... 1 CERTAIN INVESTMENT CONSIDERATIONS ....... 41 Prospective Financial Information ............................. 2 Rate Covenant Not a Guarantee; Failure to Meet DESCRIPTION OF THE SERIES 2015 BONDS .......... 2 Projections............................................................... 41 General Provisions Regarding the Series 2015 Certain Considerations Concerning the Airline Bonds ......................................................................... 2 Industry ................................................................... 42 Redemption ............................................................... 2 Airline Information ................................................. 44 Estimated Sources and Uses of Funds ....................... 4 Factors Affecting Capital Improvements Program . 45 Book-Entry Only System .......................................... 4 Economic Conditions .............................................. 45 Transfer of Series 2015 Bonds .................................. 4 Aviation Security Concerns .................................... 45 Authority for Issuance ............................................... 5 Public Health Concerns ........................................... 46 SECURITY FOR THE BONDS ....................................