NEW ISSUES - BOOK-EN'IRY ONLY Insured Ratings Underlying Ratings S&P: AAA S&P: AA Moody's: Aaa Moody's: Aa2 Fitch: AAA Fitch: AA See "a.\TINGS" herein. In the opinion ofSidley Austin Brown & Wood LLP, Los Angeles, California ("Bond Counsel~), based on existing statutes, regulatWns, rulings and judicial decisions and assuming compliance with certain covenants and requirements of the I niernal Revenue Code of 1986, as amended (the "Code~), as described herein, interest on the Series 2005A Bonds, the Series 2005B Bonds and the Series 2005C-1 Bonds will not be includable in gross income ofthe owners thereof for federal income tax purposes, except for any Series 2005C-1 Bond during any perWd in which such Series 2005C-1 Bond is held by a "substantial user~ of the facilities financed or refinanced with the proceeds thereof or a "related person.~ Interest on the Series 2005ABonds and the Series 2005B Bonds will not be treated as an item of tax preference in calculating the federal alternative minimum taxable income of individuals and corporations; however, interest thereon will be included as an adjustment in the calculation of corporate alternative minimum taxable income and mczy therefore affect a corporatWn's alternative minimum tax liability. Interest on the Series 2005C-1 Bonds will be treated as an item oftax preference in calculating the federal alternative minimum taxable income of individuals and corporations. In the further opinion ofBond Counsel, interest on the Series 2005A Bonds, the Series 2005B Bonds and the Series 2005C-1 Bonds will be exempt from personal income taxes imposed by the State of California. See "TAX MATTERS~ herein. $103, 770,000 HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES Refunding Revenue Bonds $29,930,000 $30,110,000 $43, 730,000 2005 Series A 2005 Series B 2005 Series C-1 (AMT) Dated: Date of delivery Due: August 1, as shown on inside front cover The Harbor Department of the City of Los Angeles Refunding Revenue Bonds, 2005 Series A (the "Series 2005A Bonds"); the Harbor Department of the City of Los Angeles Refunding Revenue Bonds, 2005 Series B (the "Series 2005B Bonds") and the Harbor Department of the City of Los Angelffi Refunding Revenue Bonds, 2005 Series C-1 (AMT) ( the "Series 2005C-1 Bonds" and together with the Series 2005A Bonds and the Series 2005B Bonds, the "2005 Bonds") described herein will be issued by the Harbor Department (the "Department") of the City of Los Angelffi (the "City") in the aggregate principal amount of $103,770,000. The Seriffi 2005A Bonds are being issued to provide funds to advance refund, on a crossover basis, a portion of the Department's $300,000,000 Revenue Bonds, Issue of 1996 (Al\IT) (the "1996A Bonds"); the Series 2005B Bonds are being issued to provide funds to advance refund, on a crossover basis, a portion of the Department's $298,650,000 Revenue Bonds, Issue of 1996, Series B (AMT) (the "1996B Bonds" and, together with the 1996A Bonds, the "1996 Bonds"). Until the Crossover Date, debt service on the Series 2005A Bonds and Series 2005B Bonds will be payable solely from amounts held in separate crossover refunding escrow accounts for each such Series created pursuant to an Indenture, dated as of October 1, 2005, by and between the Department and The Bank of New York Trust Company, N.A. (the "Indenture"), the funds in which shall be invested by the Trustee in Permitted Investments (as defined in the Indenture). The Series 2005C-1 Bonds are being issued to provide funds to reimburse Citigroup Global Markets Inc. ("Citigroup") and E.J. De La Rosa & Co., Inc. ("De La Rosa") for funds advanced by Citigroup and De La Rosa for the purchase of $15,525,000 of 1996A Bonds and $27,735,000 of 1996B Bonds tendered by the holders thereof in response to a voluntary open market purchase solicitation. All such purchased 1996A Bonds and 1996B Bonds ( the "Purchased 1996 Bonds") will be cancelled on the date of delivery of the Series 2005C-1 Bonds. With the exception of 1996 Bonds maturing in 2006, Purchased 1996 Bonds and certain 1996 Bonds to be refunded from proceeds of the 2006 Bonds (as defined below), the Department anticipates that the 1996A Bonds will be redeemed at their respective first redemption dates from the proceeds of the Seriffi 2005A Bonds; the 1996B Bonds will be redeemed at their respective first redemption dates from the proceeds of the Series 2005B Bonds; and that the Purchased 1996 Bonds will be acquired by the Department with proceeds of the Series 2005C-1 Bonds and will be cancelled. The 2005 Bonds also are being issued to pay certain costs of issuance. The 2005 Bonds will be issued on a parity basis with the Department's outstanding revenue bonds and, as and when the same may be issued from time to time, short term revenue certificates, commercial paper and additional revenue bonds. See "PLAN OF REFUNDING", "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Source of Payment", "SOURCES AND USES OF FUNDS" and "FINANCIAL INFORl\ilATION CONCERNING THE DEPARTMENT- Outstanding and Future Indebtedness" herein. Contemporaneously with the issuance of the 2005 Bonds, the Department intends to sell, on a forward delivery basis, approximately $427,070,000 of its Harbor Department of the City of Los Angelffi Refunding Revenue Bonds, 2006 Series A (AMT), 2006 Series B (AMT) and 2006 Series C (together, the "2006 Bonds") which will be on parity with the 2005 Bonds. The 2006 Bonds will be issued under and pursuant to the Indenture. The 2006 Bonds are not being offered pursuant to this Official Statement. There is no assurance that such 2006 Bonds will in fact be issued. The issuance of the 2005 Bonds is not contingent upon the sale of the 2006 Bonds and vice versa. The 2005 Bonds and the 2006 Bonds (when and if issued) are treated as a single issue for federal tax purposes. The Department also is selling through a private placement $4,090,000 of its Harbor Department of the City of Los Angeles Refunding Revenue Bonds, 2005 Series C-2 (Taxable) (the "Series 2005C-2 Bond") which will be secured on parity with the 2005 Bonds. The 2005C-2 Bond will be issued under and pursuant to the Indenture. The 2005C-2 Bond is not being offered pursuant to this Official Statement. The 2005 Bonds are to be delivered as fully registered bonds, in denominations of $5,000 or any integral multiple thereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securitiffi depository for the 2005 Bonds. See "APPENDIX C- BOOK-ENTRY ONLY SYSTEM" herein. Interest on the 2005 Bonds is payable semiannually on August 1 and February 1 of each year commencing February 1, 2006. Principal of each 2005 Bond is payable at its maturity or prior redemption upon surrender of such Bond at the principal corporate trust office of the Trustee. The 2005 Bonds are subject to optional and special mandatory redemption prior to maturity as described herein. See "DESCRIPTION OF THE BONDS- Redemption Provisions" herein. THE 2005BONDSDONOT CONSTITU'IE OREVIDENCE AN INDEB 'IEDNESS OF THE CI'IY, THE STA'IE OF CALIFORNIA OR ANY SUBDIVISION THEREOF OTHER THAN THE DEPARTMEN'I; OR A LIEN OR CHARGE ON ANY PROPER'IY OR THE GENERAL REVENUES OF THE CI'IY, THE STA'IE OF CALIFORNIA OR ANY SUBDIVISION THEREOF OTHER THAN THE DEPAR'IMEN'I; BUT SHALL CONSTITU'IE AND EVIDENCE AN OBLIGATION OF THE DEPARTMENT PAYABLE ONLY FROM REVENUES (AS SUCH 'IERM IS DEFINED IN THE INDENTURE) DEPOSI'IED INTO THE HARBOR REVENUE FUND AND OTHER AMOUNTS PLEDGED THEREFOR UNDER THE INDENTURE. THE 2005 BONDS DO NOT CONSTITU'IE AN INDEB'IEDNESS OF THE DEPAR'IMENT IN CON'IRAVENTION OF ANY CHAR'IER, STATUTORY OR CONSTITUTIONAL DEBT OR OTHER LIMITATION OR RES'IRICTION. Payment of the principal of and interest on all maturities of the Series 2005A Bonds, all maturities of the Series 2005B Bonds and the Series 2005C-1 Bonds maturing August 1, 2006 to August 1, 2011 and August 1, 2017 when due will be insured by a bond insurance policy to be issued by MBIA Insurance Corporation. The payment of principal and interest on the Series 2005C-1 Bonds maturing August 1, 2014 when due will be insured by a Municipal Bond New Issue Insurance Policy to be issued by Financial Guaranty Insurance Company. See "THE BOND INSURANCE POLICIES AND THE BOND INSURERS." THIS COVER PAGE CONTAINS CERTAIN INFORl\ilATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMl\ilARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE l\ilAKING OF AN INFORMED INVESTMENT DECISION. The 2005 Bonds are offered when, as, and if issued and received by the Underwriters, subject to approval as to legality by Sidley Austin Brown & Wood LLP, Los Angeles, California, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Department by Quateman & Zidell LLP, Disclosure Counsel to the Department, and by the City Attorney of the City of Los Angeles. Nixon Peabody LLP, San Francisco, California, will pass upon certain matters for the Underwriters. Gardner, Underwood & Bacon LLC, Los Angeles, California and Backstrom McCarley Berry & Co. LLC, San Francisco, California served as Co-Financial Advisors to the Department in connection with execution and delivery of the 2005 Bonds. It is anticipated that the 2005 Bonds will be available for delivery through the DTC book-entry system in New York, New York, on or about October 13, 2005.