NEW ISSUE - BOOK-ENTRY ONLY $1,499,910,000 Puerto Rico Highways and Transportation Authority $800,000,000 Transportation Revenue Bonds (Series K) $598,285,000 Transportation Revenue Refunding Bonds (Series L) $101,625,000 Highway Revenue Refunding Bonds (Series BB) The Transportation Revenue Bonds (Series K) (the “Series K Bonds”) and the Transportation Revenue Refunding Bonds (Series L) (the “Series L Bonds”) are being issued by the Puerto Rico Highways and Transportation Authority (the “Authority”) pursuant to Resolution No. 98-06 adopted by the Authority on February 26, 1998, as amended (the “1998 Resolution”), for the purpose of financing various highway projects and refunding certain of the Authority’s Transportation Revenue Bonds. The Highway Revenue Refunding Bonds (Series BB) (the “Series BB Bonds”) are being issued by the Authority pursuant to Resolution No. 68-18 adopted by the Authority on June 13, 1968, as amended (the “1968 Resolution”), for the purpose of refunding certain of the Authority’s Highway Revenue Bonds. The Series K Bonds, the Series L Bonds, the outstanding bonds of the Authority previously issued under the 1998 Resolution, and any additional bonds that the Authority may from time to time issue under the 1998 Resolution (collectively, the “Transportation Revenue Bonds”) are payable from, and are secured by, a pledge of certain revenues of the Authority, which include: (i) the total amount of excise taxes, up to $120 million per fiscal year, imposed by the Commonwealth of Puerto Rico (the “Commonwealth”) on certain petroleum products; (ii) toll revenues of the Authority’s traffic facilities that were not financed with Highway Revenue Bonds; (iii) certain investment earnings; and (iv) the 1968 Resolution Revenues (as described below) available after payment of debt service on the Authority’s outstanding Highway Revenue Bonds (collectively, the “1998 Resolution Revenues”). The Series BB Bonds, the outstanding bonds of the Authority previously issued under the 1968 Resolution, and any additional bonds that the Authority may from time to time issue under the 1968 Resolution (collectively, the “Highway Revenue Bonds”) are payable from, and are secured by, a pledge of certain revenues of the Authority, which include: (i) all current gasoline taxes, a portion of the current gas oil and diesel oil taxes, and a portion of the current motor vehicle license fees allocated to the Authority by the Commonwealth; (ii) all toll revenues of the Authority’s traffic facilities financed with Highway Revenue Bonds and any extensions and improvements thereto; and (iii) certain investment earnings (collectively, the “1968 Resolution Revenues”). All of the aforesaid revenues of the Authority that constitute taxes and license fees are subject to being applied first to the payment of general obligation debt of and debt guaranteed by the Commonwealth, if and to the extent that all other Commonwealth revenues are not sufficient therefor. The Series K Bonds, the Series L Bonds and the Series BB Bonds (collectively, the “Bonds”) will have the following characteristics: • The Bonds will be dated their date of delivery. • The Bonds will be registered under The Depository Trust Company’s book-entry only system. Purchasers of the Bonds will not receive definitive Bonds. • Interest on the Bonds will be payable on each January 1 and July 1, commencing on January 1, 2006. • The inside cover pages of this Official Statement contain information concerning the maturity schedule, interest rates and yields of the Bonds. • The scheduled payment of principal and interest on some of the Bonds when due will be guaranteed under insurance policies to be issued concurrently with the delivery of the Bonds by CDC IXIS Financial Guaranty North America, Inc., Financial Guaranty Insurance Company, MBIA Insurance Corporation, Financial Security Assurance Inc., and Ambac Assurance Corporation, as indicated on the inside cover pages of this Official Statement. • In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) the Bonds and the interest thereon are exempt from state, Commonwealth and local income taxation. Interest on the Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects of the Bonds, see “TAX MATTERS” herein. • It is expected that settlement for the Bonds will occur on or about October 4, 2005. The Bonds are not a debt of the Commonwealth or any of its political subdivisions, other than the Authority, and neither the Commonwealth nor any such subdivisions, other than the Authority, is liable thereon. Citigroup Lehman Brothers UBS Financial Services Inc. Banc of America Securities LLC Goldman, Sachs & Co. JP Morgan Merrill Lynch & Co. Morgan Stanley Raymond James & Associates, Inc. Samuel A. Ramírez & Co., Inc. Wachovia Bank, National Association September 22, 2005 $1,499,910,000 Puerto Rico Highways and Transportation Authority $800,000,000 Transportation Revenue Bonds $598,285,000 Transportation Revenue (Series K) Refunding Bonds (Series L) Maturity Principal Interest Maturity Principal Interest July 1 Amount Rate Yield July 1 Amount Rate Yield 2007 $ 7,450,000 3% 3.08% 2011 (C) $ 805,000 3.30% 3.39% 2008 7,675,000 3.20 3.22 2012 (C) 830,000 3½ 3.53 2009 7,920,000 3.30 3.35 2013 (C) 860,000 3⅝ 3.66 2010 4,455,000 3.40 3.48 2014 (C) 895,000 3.70 3.77 2010 3,895,000 5 3.48 2015 (C) 925,000 3.80 3.85 2011 3,610,000 3⅝ 3.65 2016 (C) 960,000 3⅞ 3.93 2011 5,085,000 5 3.65 2017 (C) 1,000,000 5¼ 3.96 2012 2,375,000 3¾ 3.81 2018 (C) 11,465,000 5¼ 4.01 2012 6,710,000 5 3.81 2019 (C) 12,065,000 5¼ 4.04 2013 525,000 3⅞ 3.91 2020 (C) 9,870,000 4 4.11 2013 8,980,000 5 3.91 2021 (F) 20,230,000 5¼ 4.03 2014 3,005,000 3⅞ 3.99 2022 (F) 8,580,000 5¼ 4.07 2014 6,970,000 5 3.99 2023 (M) 9,050,000 5¼ 4.10 2015 10,440,000 4 4.07 2024 (M) 7,370,000 5¼ 4.13 2016 (1) 10,860,000 5 4.16 2025 (M) 765,000 4⅛ 4.16 2017 (1) 11,400,000 5 4.21 2030 (F)(2) 19,205,000 5¼ 4.25 2018 (1) 11,970,000 5 4.25 2035 (M)(2) 540,000 4¼ 4.29 2019 (1) 12,570,000 5 4.28 2035 (M)(2) 153,005,000 5¼ 4.29 2020 770,000 4.30 4.33 2038 (A)(2) 191,755,000 5¼ 4.33 2020 (1) 12,430,000 5 4.33 2041 (C)(2) 148,110,000 5¼ 4.45 2021 (1) 13,855,000 5 4.37 2022 (1) 14,545,000 5 4.39 2023 (1) 15,275,000 5 4.41 2024 (1) 16,035,000 5 4.42 2025 (1) 795,000 4.40 4.43 2025 16,045,000 5 4.43 2026 (1) 17,675,000 5 4.45 2027 (1) 18,560,000 5 4.46 2030 (1)(2) 61,440,000 5 4.51 2035 (2) 1,575,000 4½ 4.55 (1)(2) 2035 123,065,000 5 4.55 (1)(2) 2040 159,050,000 5 4.61 (1)(2) 2045 202,990,000 5 4.65 (A) Insured by Ambac Assurance Company. (C) Insured by CDC IXIS Financial Guaranty North America, Inc. (F) Insured by Financial Guaranty Insurance Company. (M) Insured by MBIA Insurance Corporation. (1) Priced to the first call date on July 1, 2015 at par. (2) Term bond $101,625,000 Highway Revenue Refunding Bonds (Series BB) Maturity Principal Interest July 1 Amount Rate Yield 2012 (A) $ 70,000 3.30% 3.38% 2013 (A) 75,000 3½ 3.51 2014 (A) 80,000 3.60 3.62 2015 (A) 80,000 3.60 3.70 2016 (A) 85,000 3.70 3.78 2017 (A) 19,075,000 5¼ 3.84 2018 (A) 20,080,000 5¼ 3.89 2022 (FS) 62,080,000 5¼ 4.07 (A) Insured by Ambac Assurance Corporation. (FS) Insured by Financial Security Assurance Inc. No dealer, broker, sales representative or other person has been authorized by the Authority or the Underwriters to give any information or to make any representations other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the Authority or any Underwriter. 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 an offer, solicitation or sale. The information set forth herein has been obtained from the Authority and other official sources that are believed to be reliable. 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 or condition of the Authority since the date hereof.