OFFICIAL STATEMENT DATED NOVEMBER 5, 2012 NEW ISSUE – Book-Entry Only Fitch Ratings: AAA Moody's Investors Service: Aaa Standard & Poor’s Ratings Services: AAA See “Ratings” In the opinion of Bond Counsel, (i) under existing law, the Bonds are exempt from taxation by the State of Maryland and 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 is not includable in the alternative minimum taxable income of individuals, corporations or other taxpayers as an enumerated item of tax preference or other specific adjustment; however, interest on the Bonds may be taken into account in determining “adjusted current earnings” for purposes of computing the alternative minimum tax for corporations, and interest on the Bonds will be subject to the branch profits tax imposed on foreign corporations engaged in a trade or business in the United States of America. See “TAX MATTERS.” $250,000,000 WASHINGTON SUBURBAN SANITARY DISTRICT, MARYLAND (MONTGOMERY AND PRINCE GEORGE’S COUNTIES, MARYLAND) CONSOLIDATED PUBLIC IMPROVEMENT BONDS OF 2012 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, 2013 Denomination: $5,000 or any integral multiples thereof Form: Registered, book-entry only through the facilities of The Depository Trust Company Optional Redemption: Bonds maturing on or after June 1, 2023 are subject to redemption prior to maturity without premium. Security: The Bonds are payable from unlimited ad valorem taxes upon all the assessable property within the District. See “SUMMARY OF DISTRICT AD VALOREM TAXES, WATER, SEWER AND OTHER CHARGES AND REVENUES THEREFROM” herein Purpose: The Bonds will provide funding for the construction or reconstruction of water supply facilities, water supply lines and transmission mains, sewage disposal facilities, sewer collection mains and trunk sewers, and for Commission-built water/sewer pipes in subdivisions. Bond Counsel McKennon Shelton & Henn LLP Financial Advisor Public Advisory Consultants, Inc. Paying Agent and Registrar: 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 and other conditions specified in the 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 November 15, 2012. MATURITY SCHEDULE $250,000,000 CONSOLIDATED PUBLIC IMPROVEMENT BONDS OF 2012 Maturity Principal Interest CUSIP Maturity Principal Interest CUSIP June 1 Amount Rate** Yield** Number*** June 1 Amount Rate** Yield** Number*** 2013 $12,500,000 2.00% 0.198% 940157TW0 2023 $12,500,000 3.00% 1.930%* 940157UG3 2014 12,500,000 4.00 0.280 940157TX8 2024 12,500,000 3.00 2.100* 940157UH1 2015 12,500,000 5.00 0.400 940157TY6 2025 12,500,000 3.00 2.250* 940157UJ7 2016 12,500,000 5.00 0.490 940157TZ3 2026 12,500,000 3.00 2.400* 940157UK4 2017 12,500,000 5.00 0.640 940157UA6 2027 12,500,000 3.00 2.740* 940157UL2 2018 12,500,000 5.00 0.780 940157UB4 2028 12,500,000 3.00 2.800* 940157UM0 2019 12,500,000 5.00 1.030 940157UC2 2029 12,500,000 3.00 2.860* 940157UN8 2020 12,500,000 5.00 1.250 940157UD0 2030 12,500,000 3.00 2.920* 940157UP3 2021 12,500,000 5.00 1.490 940157UE8 2031 12,500,000 3.00 2.980* 940157UQ1 2022 12,500,000 3.00 1.690 940157UF5 2032 12,500,000 3.00 3.040 940157UR9 ______________________ * Priced to call date. ** The rates shown above are the rates payable by the District resulting from the successful bid for the Bonds on November 5, 2012 by a group of banks and investment banking firms. The successful bidder has furnished to the Commission the initial public offering prices or yields shown above. Other information concerning the terms of the reoffering of the Bonds, if any, should be obtained from the successful bidders and not from the Commission. See “Sale at Competitive Bidding.” *** CUSIP numbers are copyrighted by the American Bankers Association. CUSIP data is provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw Hill Companies Inc. The CUSIP data listed above is being provided solely for the convenience of Bondholders only at the time of issuance of the Bonds and the Commission makes no representation with respect to such CUSIP data nor undertakes any responsibility for its accuracy now or at any time in the future. The CUSIP numbers are subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Bonds. The data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service Bureau. -i- WASHINGTON SUBURBAN SANITARY COMMISSION 14501 Sweitzer Lane, Laurel, Maryland 20707 301-206-7069 www.wsscwater.com COMMISSIONERS Christopher Lawson, Chair Gene W. Counihan, Vice Chair Melanie Hartwig-Davis Antonio L. Jones Hon. Adrienne A. Mandel Dr. Roscoe M. Moore, Jr. SENIOR STAFF Jerry N. Johnson General Manager/CEO Charlett Bundy, Corporate Secretary Thomas C. Traber, Chief Financial Officer and Treasurer Jerome K. Blask, General Counsel Christopher V. Cullinan, Budget Group Leader BOND COUNSEL McKennon Shelton & Henn LLP FINANCIAL ADVISOR Public Advisory Consultants, Inc. BOND REGISTRAR, PAYING AGENT The Bank of New York Mellon Additional copies of this Official Statement for the Consolidated Public Improvement Bonds of 2012 can be obtained from J.D. Noell, Disbursements Group Leader, Washington Suburban Sanitary Commission, 14501 Sweitzer Lane, Laurel, Maryland 20707 (301-206-7069), or from Public Advisory Consultants, Inc., 25 Crossroads Drive, Suite 402, Owings Mills, Maryland 21117 (410-581-4820). Copies of the latest Official Statements of Montgomery County and Prince George’s County are available at the offices of the respective counties. -ii- 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 information set forth herein has been provided by the Commission and Montgomery County and Prince George’s County. No dealer, broker, sales agent, financial consultant or any other person has been authorized by the Commission, Montgomery County, or Prince George’s County to give any information or to make any representations, other than those 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 any of the foregoing. The Commission believes that the information contained in this Official Statement is correct and complete and has no knowledge of any inaccuracy or incompleteness as to any of the information herein contained. 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 of the Commission or Montgomery County or Prince George’s County, from the date hereof. 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. All quotations from and summaries and explanations of provisions of law and documents herein do not purport to be complete and reference is made to such laws and documents for full and complete statements of these provisions. Any statements made in this Official Statement involving estimates or matters of opinion, whether or not expressly so stated, are intended merely as estimates or opinion and not as representations of fact. 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 implications that there has been no change in the affairs of the Commission since the respective dates as of which information is given herein. The information set forth herein has been obtained from the Commission and other sources that are deemed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the successful bidder for the Bonds. No registration statement relating to the Bonds has been filed with the United States Securities and Exchange Commission or with any state security agency. The Bonds have not been approved or disapproved by the Securities and Exchange Commission or any state securities agency nor has the Securities and Exchange Commission or any state securities agency passed upon the accuracy or adequacy of this Official Statement. Any representation to the contrary may be a criminal offense. The Official Statement 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 affecting the Commission and financial results could cause actual results to differ materially from those stated in the forward-looking statements.