OFFICIAL STATEMENT DATED FEBRUARY 25, 2020 NEW ISSUE – Book-Entry Only Fitch Ratings: AAA Moody’s Investors Service: Aaa S&P Global Ratings: AAA See “Ratings” herein. In the opinion of Bond Counsel, (i) under existing statutes, regulations and decisions, interest on the Bonds is exempt from taxation by the State of Maryland, 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, will not be included in the alternative minimum taxable income of individuals as an enumerated item of tax preference or other specific adjustment and interest on the Bonds will be includable in the applicable tax base for purposes of determining the branch profits tax imposed on certain foreign corporations. See “TAX MATTERS.” $99,210,000 WASHINGTON SUBURBAN SANITARY DISTRICT, MARYLAND (MONTGOMERY AND PRINCE GEORGE’S COUNTIES, MARYLAND) Consolidated Public Improvement Refunding Bonds of 2020 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, 2020 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 are not subject to optional redemption prior to maturity. See “Description of the Bonds - Redemption Provisions.” Sources of Payment and Security: Debt service on the Bonds is expected to be paid from revenues generated in the District from fees, charges, rates and assessments and other available funds. In the event of a deficiency of such revenues for the purpose of paying the principal of and interest on the Bonds, the Public Utilities Article of the Annotated Code of Maryland provides that the county councils of Montgomery County and Prince George’s County shall impose ad valorem taxes upon all the assessable property within the District. See “Summary of District Ad Valorem Taxes and Other Charges and Revenues Therefrom.” To date, ad valorem tax revenues have not been required from such counties to pay debt service on any of the Commission’s outstanding bonds. Purpose: The proceeds of the Bonds will provide funding for (i) the refunding of the Refunded Bonds (as defined herein) and (ii) the payment of costs of issuance related to the Bonds. Bond Counsel: McKennon Shelton & Henn LLP Financial Advisor: Wye River Group, Incorporated Paying Agent, Bond Registrar and Escrow Deposit Agent: The Bank of New York Mellon Trust Company, N.A. FOR MATURITY SCHEDULE, 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, Baltimore, Maryland and other conditions specified in the Official 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 March 11, 2020. MATURITY SCHEDULE, INTEREST RATES, YIELDS AND CUSIP NUMBERS $99,210,000 CONSOLIDATED PUBLIC IMPROVEMENT REFUNDING BONDS OF 2020 Maturity Principal Interest CUSIP June 1 Amount Rate* Yield* Number† 2021 $9,195,000 5.00% 0.750% 9401574P2 2022 9,365,000 5.00 0.750 9401574Q0 2023 9,535,000 5.00 0.760 9401574R8 2024 9,705,000 5.00 0.760 9401574S6 2025 9,870,000 5.00 0.780 9401574T4 2026 10,025,000 5.00 0.800 9401574U1 2027 10,170,000 5.00 0.840 9401574V9 2028 10,310,000 5.00 0.890 9401574W7 2029 10,450,000 5.00 0.950 9401574X5 2030 10,585,000 5.00 1.000 9401574Y3 _______________________________ * The rates shown above are the rates payable by the District resulting from the successful bid for the Bonds on February 25, 2020 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 are provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association (the “ABA”) by S&P Capital IQ. “CUSIP” is a registered trademark of the ABA. 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 Global Services. - ii - WASHINGTON SUBURBAN SANITARY COMMISSION 14501 Sweitzer Lane, Laurel, Maryland 20707 301-206-7069 www.wsscwater.com COMMISSIONERS Chris Lawson, Chair T. Eloise Foster, Vice-Chair Fausto R. Bayonet Keith E. Bell Howard A. Denis Sandra L. Thompson SENIOR STAFF Carla A. Reid, General Manager/CEO Sheila R. Finlayson, Corporate Secretary Amanda Stakem Conn, General Counsel Patricia A. Colihan, Chief Financial Officer BOND COUNSEL McKennon Shelton & Henn LLP FINANCIAL ADVISOR Wye River Group, Incorporated BOND REGISTRAR, PAYING AGENT AND ESCROW DEPOSIT 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 Division Manager, Washington Suburban Sanitary Commission, 14501 Sweitzer Lane, Laurel, Maryland 20707 (301-206-7069), or from Wye River Group, Incorporated (410-267-8811). Copies of the latest Official Statements of Montgomery County, Maryland and Prince George’s County, Maryland are available at the offices of the respective counties. THE WASHINGTON SUBURBAN SANITARY COMMISSION HAS NOT UNDERTAKEN TO AUDIT, AUTHENTICATE OR OTHERWISE VERIFY THE INFORMATION SET FORTH IN ANY OFFICIAL STATEMENT OF MONTGOMERY COUNTY, MARYLAND OR PRINCE GEORGE’S COUNTY, MARYLAND. REFERENCE TO THE OFFICIAL STATEMENTS OF MONTGOMERY COUNTY, MARYLAND AND PRINCE GEORGE’S COUNTY, MARYLAND IS INCLUDED HEREIN FOR CONVENIENCE ONLY AND ANY INFORMATION INCLUDED IN SUCH OFFICIAL STATEMENTS IS NOT INCORPORATED HEREIN, BY REFERENCE OR OTHERWISE. - iii - This Official Statement is provided in connection with the issuance of the Bonds referred to herein and may not be reproduced or be used, in whole or in part, for any other purpose. The information contained in this Official Statement has been derived from information provided by the Commission and other sources which are believed to be reliable. Additional information, including financial information, concerning the Commission is available from the Commission’s website. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded. 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. No dealer, broker, salesperson or other person has been authorized by the Commission to give any information or to make any representations with respect to this offering, other than as 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 the Commission. 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 Bonds have not been registered with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, in reliance upon exceptions contained in the Securities Act of 1933. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Bonds or passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary is a criminal offense. The order and placement of information in this Official Statement, including the appendices, are not an indication of relevance, materiality or relative importance, and this Official Statement, including the appendices, must be read in its entirety. The captions and headings in this Official Statement are for convenience only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provision or selection in this Official Statement. Some statements contained in this Official Statement reflect not historical facts but forecasts and “forward-looking statements.” In this respect, the words “estimate,” “forecast,” “project,” “anticipate,” “expect,” “intend,” “believe,” “plan,” “budget,” and similar expressions are intended to identify forward-looking statements. Projections, forecasts, assumptions, expressions of opinions, estimates and other forward-looking statements are not to be construed as representations of fact and are qualified in their entirety by the cautionary statements set forth in this Official Statement. The achievement of results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.