NEW ISSUE -- BOOK-ENTRY ONLY $300,000,000 THE GEORGE WASHINGTON UNIVERSITY TAXABLE BONDS, SERIES 2014 Dated: Date of Delivery Due: September 15, 2044 The George Washington University Taxable Bonds, Series 2014 (the “2014 Bonds”) offered hereby will be general unsecured obligations of The George Washington University (the “University”) and will be issued pursuant to the provisions of an Indenture of Trust dated as of August 1, 2014 (the “Indenture”), between the University and The Bank of New York Mellon, as trustee (the “Trustee”). The 2014 Bonds are payable by the University and from certain funds and accounts created and administered under the Indenture. The 2014 Bonds are being issued to fund general corporate purposes of the University and to pay costs of issuance. See “PLAN OF FINANCING” and “SECURITY FOR THE 2014 BONDS.” Interest on the 2014 Bonds is payable on March 15 and September 15 of each year (each an “Interest Payment Date”), commencing March 15, 2015. The Record Date with respect to each Interest Payment Date is the first day of the month of each such Interest Payment Date, or, if such day is not a Business Day, the next succeeding Business Day. The 2014 Bonds are subject to optional redemption prior to maturity. See “THE 2014 BONDS - REDEMPTION.” Interest on, and gain, if any, earned on the sale or exchange or other taxable disposition of the 2014 Bonds are not excludable from gross income for federal income tax purposes. See “TAX MATTERS.” The 2014 Bonds are offered when, as and if issued and accepted by the Underwriters. Certain legal matters will be passed upon for the University by the Office of the Senior Vice President and General Counsel of the University, and by Ballard Spahr LLP, Washington, D.C., the University’s Special Counsel, and for the Underwriters by Parker Poe Adams & Bernstein LLP, Charlotte, North Carolina, Underwriters’ Counsel. It is expected that the 2014 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about August 7, 2014. Barclays J.P. Morgan Loop Capital Markets July 29, 2014 $300,000,000 THE GEORGE WASHINGTON UNIVERSITY TAXABLE BONDS, SERIES 2014 MATURITY: September 15, 2044 Interest Rate Price CUSIP* 4.30% 100% 372546AT8 * Copyright, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the 2014 Bonds and the University does 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 2014 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 2014 Bonds. PROSPECTIVE BONDHOLDERS ARE ADVISED TO READ THIS ENTIRE OFFERING MEMORANDUM, INCLUDING THE APPENDICES HERETO. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE 2014 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. IN CONNECTION WITH THE OFFERING OF THE 2014 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH 2014 BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. No dealer, broker, salesperson, or other person has been authorized by the University or the Underwriters to give any information or to make any representations with respect to the 2014 Bonds, other than those contained in this Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. Certain information contained herein has been obtained from The Depository Trust Company and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness and is not to be construed as a representation of the University or the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Memorandum nor any sale made herein shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. See “CONTINUING DISCLOSURE” herein. This Offering Memorandum is not to be construed as a contract or agreement between the University and the purchasers or holders of any of the 2014 Bonds. This Offering Memorandum should be considered in its entirety and no one factor considered less important than any other by reason of its location herein. Where agreements, reports or other documents are referred to herein, reference should be made to such agreements, reports or other documents for more complete information regarding the rights and obligations of parties thereto, facts and opinions contained therein and the subject matter thereof. This Offering Memorandum contains statements which, to the extent they are not recitations of historical fact, constitute “forward-looking statements.” In this respect, the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe” and similar expressions are intended to identify forward-looking statements. A number of important factors, including factors affecting the University’s financial condition, could cause actual results to differ materially from those stated in the forward-looking statements. THE 2014 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION BY REASON OF THE PROVISIONS OF SECTION 3(A)(4) OF THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. i THE GEORGE WASHINGTON UNIVERSITY PRINCIPAL OFFICIALS Steven Knapp President Louis H. Katz Executive Vice President and Treasurer Steven Lerman Provost and Executive Vice President for Academic Affairs Beth Nolan Senior Vice President and General Counsel ii TABLE OF CONTENTS Page SUMMARY OF THE OFFERING .............................................................................................................................. iv INTRODUCTION ......................................................................................................................................................... 1 THE UNIVERSITY ...................................................................................................................................................... 2 PLAN OF FINANCING ................................................................................................................................................ 2 SECURITY FOR THE 2014 BONDS ........................................................................................................................... 2 THE 2014 BONDS ........................................................................................................................................................ 3 BOOK-ENTRY ONLY SYSTEM ................................................................................................................................ 5 LEGAL MATTERS ...................................................................................................................................................... 8 ENFORCEABILITY OF REMEDIES .......................................................................................................................... 8 TAX MATTERS ........................................................................................................................................................... 8 LITIGATION .............................................................................................................................................................. 15 CONTINUING DISCLOSURE ................................................................................................................................... 15 UNDERWRITING ...................................................................................................................................................... 16 INDEPENDENT ACCOUNTANTS ........................................................................................................................... 16 RATINGS .................................................................................................................................................................... 16 MISCELLANEOUS .................................................................................................................................................... 16 APPENDIX A – THE GEORGE WASHINGTON UNIVERSITY ................................................................. A-1 APPENDIX B – AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GEORGE WASHINGTON UNIVERSITY FOR THE YEARS ENDED JUNE 30, 2013 AND JUNE 30, 2012 .....................................................................................................................