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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 2011C‑D 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 2011C‑D Bonds, with which the Airports Authority has certified, represented and covenanted its compliance, (i) interest on the Series 2011C Bonds is excluded from gross income for federal income tax purposes, except for any period during which such Series 2011C 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, but is an item of tax preference in calculating the federal alternative minimum tax liability of individuals, trusts, estates and corporations, and (ii) interest on the Series 2011D Bonds is excluded from gross income for federal income tax purposes and is not included in the computation of the federal alternative minimum tax imposed on individuals, trusts, estates and, subject to certain exceptions, corporations. Also, in the respective opinions of Co‑Bond Counsel to be delivered upon the issuance of the Series 2011C‑D Bonds, under existing law, interest on the Series 2011C‑D 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. $185,390,000 $10,385,000 Airport System Revenue Airport System Revenue Refunding Bonds Refunding Bonds Series 2011C Series 2011D (AMT) (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 Refunding Bonds, Series 2011C, in the principal amount of $185,390,000 (the “Series 2011C Bonds”) and Airport System Revenue Refunding Bonds, Series 2011D, in the principal amount of $10,385,000 (the “Series 2011D Bonds” together with the Series 2011D Bonds, the “Series 2011C-D Bonds”) will be payable on April 1, 2012, and semiannually thereafter on each April 1 and October 1. The Series 2011C-D Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple hereof. When issued, the Series 2011C-D 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 2011C-D Bonds, in principal amounts shown on the inside cover pages 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 2011C-D BONDS – Book-Entry Only System. Proceeds of the Series 2011C Bonds, along with other available funds, will be used to (i) refund all of the Airports Authority’s outstanding Airport System Revenue and Refunding Bonds, Series 1998B, (ii) refund a portion of the Airports Authority’s outstanding Airport System Revenue Bonds, Series 2001A, (iii) fund a deposit to the Common Reserve Account in the Debt Service Reserve Fund to satisfy a portion of the debt service reserve requirement for the Series 2011C Bonds, the Series 2011D Bonds, and any other Common Reserve Bonds, and (iv) pay costs of issuing the Series 2011C Bonds. Proceeds of the Series 2011D Bonds, along with other available funds, will be used to (i) refund all of the Airports Authority’s outstanding Airport System Revenue Bonds, Series 2001B, (ii) fund a deposit to the Common Reserve Account in the Debt Service Reserve Fund to satisfy a portion of the debt service requirement for the Series 2011C Bonds, the Series 2011D Bonds and any other Common Reserve Bonds, and (iii) pay costs of issuing the Series 2011D Bonds. The Series 2011C-D Bonds will be issued under and secured by the Amended and Restated Master Indenture of Trust dated as of September 1, 2001, as amended (the “Master Indenture”), and the Forty-second Supplemental Indenture of Trust dated as of September 1, 2011 (the “Forty-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 2011C-D Bonds and any other moneys available for such payment, the Series 2011C-D 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 2011C-D Bonds will not be subject to acceleration upon an event of default or otherwise. THE SERIES 2011C-D 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 2011C-D 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 Series 2011C-D 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 2011C-D Bonds are subject to optional redemption prior to maturity, as more fully described herein. The Series 2011C-D Bonds are not subject to mandatory sinking fund redemption. The Series 2011C-D Bonds are offered when, as and if issued and received by the Underwriters. Legal matters with respect to the issuance of the Series 2011C-D Bonds are subject to the approval of Co-Bond Counsel to the Airports Authority, Hogan Lovells US 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 Saul Ewing LLP, Washington, D.C. and McKenzie & Associates, Washington, D.C. It is expected that the Series 2011C-D Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about September 29, 2011. 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.” J.P. Morgan BofA Merrill Lynch Barclays Capital Citigroup Loop Capital Markets, LLC Morgan Keegan Morgan Stanley Siebert Brandford Shank & Co., LLC Wells Fargo Securities September 21, 2011 Metropolitan Washington Airports Authority $185,390,000 Airport System Revenue Refunding Bonds Series 2011C (AMT) Year Principal Interest October 1 Amount Rate Yield CUSIP† No. 2012 $7,075,000 2.000% 0.380% 592646 Y98 2013 7,255,000 3.000 0.920 592646 Z22 2014 7,475,000 4.000 1.270 592646 Z30 2015 7,770,000 4.000 1.640 592646 Z48 2016 8,085,000 4.000 2.090 592646 Z55 2017 8,410,000 4.000 2.460 592646 Z63 2018 8,745,000 5.000 2.780 592646 Z71 2019 9,185,000 5.000 3.060 592646 Z89 2020 9,640,000 5.000 3.360 592646 Z97 2021 10,125,000 5.000 3.530 592646 2A0 2022 10,630,000 5.000 3.730* 592646 2B8 2023 11,160,000 5.000 3.910* 592646 2C6 2024 11,715,000 5.000 4.090* 592646 2D4 2025 12,305,000 5.000 4.230* 592646 2E2 2026 22,220,000 5.000 4.340* 592646 2F9 2027 23,335,000 5.000 4.440* 592646 2G7 2028 10,260,000 5.000 4.520* 592646 2H5 _________________________________ * Priced to the par call date on October 1, 2021. † 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 2011C 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. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2011C Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2011C Bonds. Metropolitan Washington Airports Authority $10,385,000 Airport System Revenue Refunding Bonds Series 2011D (Non-AMT) Year Principal Interest October 1 Amount Rate Yield CUSIP† No.
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