$140,000 HITCHCOCK COUNTY, NEBRASKA HIGHWAY ALLOCATION FUND REFUNDING BONDS SERIES 2014

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1 NEW ISSUE BOOK-ENTRY-ONLY BANK-QUALIFIED NON-RATED In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel also is of the opinion that, under existing laws of the State of Nebraska, such interest is exempt from Nebraska state income taxation. The Bonds are qualified tax-exempt obligations under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See TAX MATTERS herein. Dated: Date of Delivery $140,000 HITCHCOCK COUNTY, NEBRASKA HIGHWAY ALLOCATION FUND REFUNDING BONDS SERIES 2014 Due: As shown on the inside cover hereof Hitchcock County, Nebraska (the County ) is issuing the above-captioned bonds (the Bonds ) as fully registered bonds which, when issued, will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC is acting as securities depository for the Bonds. Purchases of Bonds will be made in book-entry form, in the principal amount of $5,000 and whole multiples thereof, through brokers and dealers who are, or who act through, DTC Participants. Beneficial owners of the Bonds will not receive physical delivery of bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Bonds. Interest is payable semiannually on May 15 and November 15 of each year, commencing May 15, 2014, until maturity or earlier redemption. The County Treasurer in Trenton, Nebraska is the initial Registrar and Paying Agent for the Bonds. So long as DTC or its nominee is the registered owner of the Bonds, payments of the principal or the redemption price of and the interest on the Bonds will be made directly to DTC. Disbursement of such payments to DTC Participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of DTC Participants. For terms relating to payments made to DTC or its nominee or in the event that the use of book-entry form is discontinued, see THE BONDS Book-Entry-Only System herein. MATURITY SCHEDULE SEE INSIDE COVER The Bonds are term bonds and as such are subject to mandatory sinking fund redemption and the Bonds maturing on May 15, 2019 are subject to optional redemption prior to maturity at the option of the County, in whole or in part, at any time on or after January 21, 2019, in each case at the principal amount thereof plus interest to the redemption date, all as described in this Offering Circular. See THE BONDS Redemption Provisions herein. The Bonds are payable from and equally and ratably secured by a pledge of the funds received and to be received from the Highway Allocation Fund of the State of Nebraska. To the extent that such funds and other legally available moneys of the County appropriated for such purposes are insufficient to pay the principal of and interest on the Bonds when due, the County shall cause to be levied and collected annually ad valorem taxes on all the taxable property in the County at such rates, subject to any applicable statutory and constitutional limitations, necessary to provide funds which, together with receipts from the Highway Allocation Fund, will be sufficient in amount to pay the principal of and interest on the Bonds when due until the same is fully paid. The full faith and credit of the County is pledged to the prompt payment of the principal of and interest on the Bonds. The County may issue additional bonds on a parity with the Bonds that are payable from and equally and ratably secured by the pledge of receipts from the Highway Allocation Fund. See SECURITY herein. The County is issuing the Bonds for the purposes of (a) refunding certain outstanding indebtedness of the County and (b) paying certain costs of issuing the Bonds. See THE BONDS Authority and Purpose herein. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFERING CIRCULAR TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Bonds are offered in book-entry form when, as and if issued by the County and received by the Underwriter, subject to the approval of legality by Kutak Rock LLP, Omaha, Nebraska, Bond Counsel, and certain other conditions. It is expected that the Bonds will be available for delivery through DTC in New York, New York, on or about January 21, This Offering Circular is dated December 19, 2013.

2 MATURITY SCHEDULE $140,000 HITCHCOCK COUNTY, NEBRASKA HIGHWAY ALLOCATION FUND REFUNDING BONDS SERIES 2014 Type Maturity Date Principal Amount Interest Rate Price CUSIP (May 15) Term 2016 $60, % 100% AQ8 Term , AR6

3 No dealer, broker, salesman or other person has been authorized by the County or the Underwriter to give any information or to make any representations with respect to the Bonds other than the information and representations contained in this Offering Circular, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Offering Circular 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 furnished by the County and such information is not guaranteed as to accuracy or completeness, and is not to be construed as a representation, by the Underwriter. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the County since the date hereof. This Offering Circular is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. TABLE OF CONTENTS Page INTRODUCTION... 1 THE BONDS... 1 SECURITY... 7 BONDHOLDERS RISKS... 8 NEBRASKA DEVELOPMENTS RELATED TO BUDGETS AND TAXATION... 9 SELECTED FINANCIAL AND STATISTICAL INFORMATION OF THE COUNTY THE COUNTY ESTIMATED SOURCES AND USES OF FUNDS DEBT SERVICE SCHEDULE TAX MATTERS LEGAL OPINION UNDERWRITING NO LITIGATION MISCELLANEOUS IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION BY REASON OF THE PROVISIONS OF SECTION 3(a)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE REGISTRATION OR QUALIFICATION OF THESE SECURITIES IN ACCORDANCE WITH APPLICABLE PROVISIONS OF SECURITIES LAWS OF THE STATES IN WHICH THESE SECURITIES HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES SHALL NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SECURITIES OR THE ACCURACY OR COMPLETENESS OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS OFFERING CIRCULAR CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY THE TERMINOLOGY USED SUCH AS PLAN, EXPECT, ESTIMATE, ANTICIPATE, BUDGET, INTEND OR OTHER SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS,

4 PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD- LOOKING STATEMENTS. NEITHER THE COUNTY NOR ANY OTHER PARTY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN THE EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES UPON WHICH SUCH STATEMENTS ARE BASED OCCUR.

5 OFFERING CIRCULAR $140,000 HITCHCOCK COUNTY, NEBRASKA HIGHWAY ALLOCATION FUND REFUNDING BONDS SERIES 2014 INTRODUCTION The purpose of this Offering Circular, which includes the cover page and the appendices hereto, is to set forth information concerning Hitchcock County, Nebraska (the County ) and the County s Highway Allocation Fund Refunding Bonds, Series 2014, being issued in the aggregate principal amount of $140,000 (the Bonds ). The County is issuing the Bonds pursuant to a resolution adopted by the County Board of Commissioners (the Board ) in accordance with the provisions of Sections 66-4,101 and , Reissue Revised Statutes of Nebraska, as amended (the Act ). The Bonds are being issued to (a) refund certain outstanding bonds of the County previously issued pursuant to the Act for the purpose of paying the costs of constructing certain roads and other related and appurtenant improvements and (b) to pay certain costs of issuing the Bonds. See THE BONDS Authority and Purpose herein. The Bonds are payable from and equally and ratably secured by moneys received by the County from the Highway Allocation Fund of the State of Nebraska (the State ), as well as ad valorem taxes collected from a levy on all the taxable property in the County, subject to applicable statutory and constitutional limitations. The full faith and credit and the taxing power of the County are pledged to the prompt payment of the principal of and interest on the Bonds. See the captions SECURITY and NEBRASKA LAWS RELATED TO BUDGETS AND TAXATION herein. The offering of the Bonds is made only by means of this entire Offering Circular, including the appendices attached hereto. This Offering Circular contains brief descriptions of the Bonds and the County. All descriptions of documents herein are only summaries and are qualified in their entirety by reference to each such document. During the offering period, copies of such documents may be obtained from the County or from First National Capital Markets, Inc. (the Underwriter ). Information in this Offering Circular concerning the County has been furnished by the County or obtained from other sources believed to be reliable. General THE BONDS The Bonds are dated, bear interest at the rates and mature on the dates and in the principal amounts set forth on the inside cover page of this Offering Circular. The County is issuing the Bonds as fully registered bonds, and when initially issued the Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC is acting as securities depository for the Bonds. Purchases of Bonds are being made in book-entry-only form and in the principal amount of $5,000 and whole multiples thereof, through brokers and dealers who are, or who act through, DTC s Direct Participants. Beneficial owners of the Bonds will not receive physical delivery of bond certificates so long as DTC or a successor securities depository acts as the securities depository with respect to the Bonds. See THE BONDS Book-Entry Bonds herein. Payment of Bonds

6 The County Treasurer in Trenton, Nebraska is acting as Registrar and Paying Agent with respect to the Bonds (the Registrar ). The Registrar will pay the principal of the Bonds at maturity or earlier date of redemption upon presentation and surrender of the Bonds at the office of the Registrar. Interest on the Bonds is payable semiannually on May 15 and November 15 of each year, commencing May 15, 2014 (each, an Interest Payment Date ), from their original issue date or the most recent Interest Payment Date, whichever is later, until maturity or earlier redemption. Interest is computed on the basis of a 360-day year consisting of twelve 30-day months. The Registrar will pay interest due on the Bonds by check or draft mailed to the registered owners at their registered addresses, both as shown on the registration books of the Registrar at the close of business on the 15 th day (whether a business day or not) immediately preceding each Interest Payment Date (the Record Date ). The foregoing procedures and methods for payment will apply if the provisions for global book-entry bonds as described below cease to be in effect and will apply to the holding and transfer of Bonds by DTC subject to certain modifications provided for in a Letter of Representations between the County and DTC. SO LONG AS DTC OR ITS NOMINEE IS THE REGISTERED OWNER OF THE BONDS, PAYMENT OF THE PRINCIPAL OR THE REDEMPTION PRICE THEREOF AND THE INTEREST THEREON WILL BE MADE DIRECTLY TO DTC. See THE BONDS Book-Entry-Only System herein. If payments of interest due on the Bonds on any Interest Payment Date are not timely made, such interest shall cease to be payable to the registered owners as of the Record Date for such Interest Payment Date and shall be payable to the registered owners as of a special date of record for payment of such defaulted interest as shall be designated by the Registrar whenever moneys for the purpose of paying such defaulted interest become available. Redemption Provisions Optional Redemption. The Bonds maturing on or after May 15, 2019 are subject to redemption, in whole or in part, prior to maturity at the option of the County at any time on or after January 21, 2019 at the principal amount thereof plus interest accrued thereon to the date fixed for redemption, with no redemption premium. The County may select the maturity of the Bonds so to be redeemed in its sole discretion. Mandatory Sinking Fund Redemption. The Bonds are term bonds which shall be subject to mandatory sinking fund redemption from moneys required to be deposited by the County into the bond fund for such mandatory sinking fund redemptions, at a redemption price equal to the principal amount thereof, without premium, in the following principal amounts on the following mandatory redemption dates: Year of Redemption (May 15) 2016 Term Bond Principal Amount of Bonds to be Redeemed 2014 $10, , (final maturity) 25, Term Bond 2

7 Year of Redemption (May 15) Principal Amount of Bonds to be Redeemed 2017 $25, , (final maturity) 30,000 Such scheduled mandatory sinking fund redemptions shall be at a price equal to 100% of the principal amount redeemed plus interest accrued on the principal amount being redeemed to the date fixed for redemption. The Paying Agent and Registrar shall select the Bonds maturing on the respective maturity dates for mandatory redemption using any random method of selection deemed appropriate by the Paying Agent and Registrar. Redemption Bonds Held by DTC. If the Bonds are being held by DTC under the book-entry system and less than all of such Bonds within a maturity are being redeemed, DTC s current practice is to determine by lot the amount of the interest of each Participant in such maturity to be called for redemption, and each Participant is to then select by lot the ownership interest in such maturity to be redeemed. See THE BONDS - Book-Entry-Only System herein. Notice of Redemption. Notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, shall be given by the Registrar to the registered owners of the Bonds to be redeemed at their registered addresses as shown on the registration books maintained by the Registrar, by first class mail, postage prepaid, not less than 30 days prior to the date fixed for redemption (or such shorter period as may be acceptable to the then registered owner of the Bonds). Failure to give notice to any particular registered owner or any defect in the notice given to such owner shall not affect the validity of the proceedings calling the Bonds for redemption or the redemption of any Bonds for which proper notice has been given. Effect of Redemption. If notice of redemption has been properly given or waived and moneys for payment are available on the redemption date, the Bonds so called for redemption shall, on the redemption date, become due and payable and shall cease to bear interest and shall cease to be entitled to any lien, benefit or security under the hereinafter-described Resolution and the owners of the Bonds so called for redemption shall have no rights under the Resolution except to receive payment of the redemption price plus accrued interest to the date fixed for redemption from funds deposited with the Registrar by the County. Registration, Transfer and Exchange of Bonds The Registrar may treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of making payment thereof and for all other purposes and neither the County nor the Registrar shall be bound by any notice or knowledge to the contrary, whether such Bond shall be overdue or not. All payments of or on account of interest to any registered owner of any Bond and all payments of or on account of principal to the registered owner of any Bond shall be valid and effectual and shall be a discharge of the County and the Registrar, in respect of the liability upon the Bonds or claim for interest, as the case may be, to the extent of the sum or sums paid. The County will cause the books for the registration and transfer of the Bonds to be kept at the office of the Registrar at all times while any of such Bonds shall be outstanding. The Bonds are being issued in Book-Entry-Only form. Reference is made to the section and caption entitled THE BONDS Book- Entry-Only System for registry details and transfer information. To the extent of denominations authorized for Bonds by the terms of the Resolution, one Bond may be transferred for several other Bonds of the same series, interest rate and maturity, and for a like aggregate principal amount and several such Bonds, of the same series may be transferred for one of several such Bonds, respectively, the same series, interest rate and maturity and for a like aggregate principal amount. As a condition of any registration or transfer, the Registrar may at its option require the payment of a sum sufficient to reimburse it or the County for any tax 3

8 or other governmental charge that may be imposed thereon, but no fee shall be charged for the registration of transfer or issuance. The Registrar shall not be required to issue, transfer or exchange Bonds from any Record Date until the next Interest Payment Date. Transfer of interests by Beneficial Owners, so long as there is a securities depository serving, will be governed by the procedures described under THE BONDS Book-Entry-Only System herein. Authority and Purpose The Bonds are being issued pursuant to a Resolution (the Resolution ) duly adopted by the Board in accordance with the Act. The Act authorizes the County to issue the Bonds for the purpose of financing road improvement projects and other appurtenant related improvements, to pledge to the repayment of the Bonds moneys received and to be received from the Highway Allocation Fund and to levy ad valorem taxes on all taxable property within the County, subject to statutory and constitutional limitations, for the repayment of such Bonds. The County previously issued its Highway Allocation Fund Pledge Bonds, Series 2008, dated June 17, 2008, in the original aggregate principal amount of $225,000 (the Series 2008 Bonds ), of which $145,000 in aggregate amount are outstanding as of the date of this Offering Circular. The County used the proceeds of the Series 2008 Bonds to construct certain roads and other appurtenant related improvements within the County and to pay certain costs of issuing the Series 2008 Bonds. On or about January 21, 2014, the County expects to use a portion of the Bonds to refund and redeem the outstanding Series 2008 Bonds. A portion of the Bonds will be used to pay certain costs of issuing the Bonds. Book-Entry-Only System The Bonds will be available to the ultimate purchasers in global book-entry form only, in the principal amount of $5,000 or integral multiples thereof. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds purchased, except as described below. The following description of the procedures and record-keeping with respect to beneficial ownership interests in the Bonds, payment of interest and other payments on the Bonds to Participants (as hereinafter defined) or Beneficial Owners (as hereinafter defined) of the Bonds, confirmation and transfer of beneficial ownership interests in the Bonds and other related transactions by and between DTC, Participants and Beneficial Owners of the Bonds, is based solely on information furnished by DTC to the County for inclusion in this Offering Circular. Accordingly, the County and the Registrar do not make any representations concerning these matters, and the Beneficial Owners of the Bonds should not rely on the following information with respect to such matters, but should instead confirm the same with the Participants from whom they purchased the Bonds. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each separate maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. 4

9 DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participant s accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has a Standard & Poor s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and at Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond (a Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the documents relating to the Bonds. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County (or the Registrar) as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct 5

10 Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, principal, and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Registrar, on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC nor its nominee, the Registrar or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Registrar (from funds provided by the County), disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the County or the Registrar. Under such circumstances, in the event that a successor depository is not obtained, certificates for the Bonds are required to be printed and delivered. The County may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, certificates for the Bonds will be printed and delivered to DTC. The County and the Registrar will not have any responsibility or obligation to Participants, to Indirect Participants or to any Beneficial Owner with respect to (i) the accuracy of any records maintained by DTC, any Direct Participant or any Indirect Participant; (ii) the payment by DTC or any Direct Participant or Indirect Participant of any amount with respect to the principal or redemption price of or interest on the Bonds; (iii) any notice which is permitted or required to be given to bondholders under the Resolution; (iv) the selection by DTC or any Direct or Indirect Participant of any person to receive payment in the event of a partial redemption of the Bonds; or (v) any consent given or other action taken by DTC as Bondholder. The information included under this subcaption, other than in this paragraph, the preceding paragraph hereof and the first two full paragraphs under this subcaption, has been provided by DTC. No representation is made by the County or the Registrar as to the accuracy or adequacy of such information provided by DTC or as to the absence of material adverse changes in such information subsequent to the date hereof. The Beneficial Owners of the Bonds will rely on DTC Participants or Indirect Participants for timely payments and other notices and for otherwise making available to the Beneficial Owners the rights of a bondholder. No assurances can be given, in the event of the bankruptcy or insolvency of DTC or the Direct Participant or Indirect Participant through which a Beneficial Owner holds beneficial interest in the Bonds, that payment will be made by DTC, the Direct Participant or the Indirect Participant on a timely basis. Book-Entry System Risk Factors Notice of any proposed modification or amendment of the resolution authorizing issuance of the Bonds by means of a supplemental resolution or resolutions that are to be effective with the consent of the registered owners of the Bonds as well as all notices of redemption will be mailed to DTC, as the registered owner of the Bonds then outstanding. No assurance can be given by the County or the Registrar that DTC will distribute to the Participants, or that the Participants will distribute to the Beneficial Owners, (i) payment of debt service on the Bonds paid to DTC, or its nominee, as the registered owner, or (ii) any redemption or other notices, 6

11 or that DTC or the Participants will serve and act on a timely basis or in the manner described in this Offering Circular. Beneficial Owners of the Bonds may experience some delay in their receipt of distributions of principal of, and interest on, the Bonds since such distributions will be forwarded by the Registrar to DTC and DTC will credit such distributions to the accounts of its Participants, which will thereafter credit them to the accounts of the Beneficial Owners either directly or indirectly through Indirect Participants. Since transactions in the Bonds can be effected only through DTC and its Participants and Indirect Participants and certain banks, the ability of a Beneficial Owner to pledge any Bonds to persons or entities that do not participate in the DTC system, or otherwise to take actions in respect of such Bonds, may be limited due to lack of physical certificate. Beneficial Owners will not be recognized by the Registrar as registered owners for purposes of the Resolution, and Beneficial Owners will be permitted to exercise the rights of registered owners only indirectly through DTC and its Participants. SECURITY The Bonds are payable from and equally and ratably secured by a pledge of the funds received and to be received by the County from the Highway Allocation Fund of the State. The County received $423,678 from the Highway Allocation Fund during the fiscal year ended June 30, 2013 and expects to receive approximately the same amount from the Highway Allocation Fund during the fiscal year ending June 30, The County currently uses receipts from the Highway Allocation Fund to pay the costs of road construction and maintenance as well as debt service on its bonds secured by such receipts, including the Series 2008 Bonds. As shown in the columns under the heading DEBT SERVICE SCHEDULE, the amount required to pay principal and interest on the Bonds in 2019, the year in which the debt service on the Bonds is the greatest, is $30,525. The pledge of money received and to be received from the Highway Allocation Fund shall not prevent the County from applying receipts from the Highway Allocation Fund in any year for other lawful purposes so long as sufficient receipts from the Highway Allocation Fund have been set aside for the payment of the principal of, premium, if any, and interest falling due in such year on the Bonds. Upon issuance of the Bonds, the County will have no other bonds outstanding for which its revenues from the Highway Allocation Fund have been pledged, other than the Series 2008 Bonds which have been called for redemption. Pursuant to the Resolution, the County has reserved the right to issue additional Highway Allocation Fund Refunding Bonds payable on a parity with the Bonds and equally and ratably secured by a pledge of the receipts from the Highway Allocation Fund. To the extent that other legally available moneys of the County appropriated for such purposes are insufficient to pay the principal of and interest on the Bonds when and as the same shall become due, the County shall cause to be levied and collected annually ad valorem taxes on all the taxable property in the County at such rates, subject to any applicable statutory and constitutional limitations, necessary to provide funds which, together with receipts from the Highway Allocation Fund, will be sufficient in amount to pay the principal of and interest on the Bonds until the same is fully paid. The full faith and credit of the County is pledged to the prompt payment of the principal of and interest on the Bonds. Any levy for the payment of the principal of and the interest on the Bonds is subject to the County s constitutional levy limitation as set forth in Article VIII, Section 5 of the Nebraska State Constitution, which limits the aggregate amount of taxes that a county can levy to not more than $0.50 per $100 of taxable valuation, unless authorized by the voters of the county. Not such vote has been provided for in connection with the issuance of the Bonds. See NEBRASKA DEVELOPMENTS RELATING TO BUDGETS AND TAXATION herein. 7

12 BONDHOLDERS RISKS The payment of the Bonds is subject to certain risks. Each prospective investor in the Bonds is encouraged to read this Offering Circular in its entirety. Particular attention should be given to the factors described below which, among others, could affect the payment of debt service on the Bonds and which could also affect the market price of the Bonds to an extent that cannot be determined. 1. Bonds Not Rated. The Bonds have not been rated or reviewed by any rating agency and it is not expected that any rating will be applied for. The absence of a rating may limit the market for reselling the Bonds because certain institutional and other investors limit their purchases to securities which have received a rating. 2. Limitation of Rights Upon Insolvency. The United States Bankruptcy Code enables debtors, including counties, which are insolvent to obtain relief through petition and plan which may result in the modification or delay of payments to creditors, including bondholders. In the event of any insolvency upon the part of the County, the holders of the Bonds would be treated as general creditors of the County along with other unsecured claimants. The extent to which the exception from limitations upon overall tax rates provided for in existing legislation, including the Tax Limitations and the Budget Limitations (see NEBRASKA DEVELOPMENTS RELATED TO BUDGETS AND TAXATION ), might entitle bondholders to be treated as a separate class or otherwise given priority over other unsecured claimants is a matter that would be subject to future determinations of State and federal courts interpreting and applying both state law and the United States Bankruptcy Code. Procedures under the Bankruptcy Code or other insolvency laws could result in delays in payment and modifications of payment rights. The State has authorized its political subdivisions to seek relief under the United States Bankruptcy Code by statute. 3. Nebraska Developments Related to Budgets and Taxation. The Nebraska Legislature has taken actions designed to limit increases in spending and to reduce the reliance of local governmental units on property taxation. For a discussion of such actions, see NEBRASKA DEVELOPMENTS RELATED TO BUDGETS AND TAXATION. 4. Reduced State Revenues. The State, like many other states, experienced in recent years decreased collections of revenues relating to general economic conditions as they impact enterprises throughout the State. Such decreased collections resulted in lower forecasts of revenues for the budgeting purposes of the State. In response to this change in revenue receipts and forecasts, the Nebraska Legislature increased certain taxes and has also enacted certain changes reducing State expenditures, including certain State contributions to cities and other political subdivisions. Further consideration of decreased aid to local governments, including cities, may occur in regular legislative sessions and, possibly, in one or more special sessions. Although revenue receipts and forecasts, as publicly reported, have recently improved, there can be no assurance concerning levels of expenditure by the State affecting counties. General NEBRASKA DEVELOPMENTS RELATED TO BUDGETS AND TAXATION The County s principal source of revenue for its general fund is local property taxes. In the absence of any receipts from the Highway Allocation Fund, the Bonds will be payable from the collection of local property taxes. The system of assessing and taxing personal property by the State for purposes of local ad valorem taxation for support of local political subdivisions, including the County, has from time to time been the object of controversy, legal challenges, constitutional initiative petitions and legislative action. Budget and Levy Limitations 8

13 The Nebraska Legislature has imposed budget limitations and property tax restrictions on Nebraska political subdivisions, including cities and villages, intended to reduce the level of property taxation and expenditures within the State. Budget limitations relating to counties and other political subdivisions (Section et seq., Reissue Revised Statutes of Nebraska, as amended, and related sections, the Budget Limitations ) limit the growth in amounts which may be budgeted with respect to certain restricted funds. Tax levy limitations (Section et seq., Reissue Revised Statutes of Nebraska, as amended, and related sections, the Levy Limitations ) provide for an overall limitation on tax rates levied by counties. The Budget Limitations, because they apply only to certain restricted funds, do not limit the budgeting of expenditures for debt service on bonded indebtedness. Similarly, the Levy Limitations expressly exclude property tax levies relating to bonded indebtedness. However, as discussed below, counties are subject to a Nebraska Constitutional limitation on property tax levies. The Budget Limitations limit the growth in amounts which may be budgeted with respect to certain restricted funds. Restricted funds include (a) property taxes, (b) payments in lieu of property taxes, (c) local option sales taxes, (d) motor vehicle taxes, (e) state aid, (f) transfers of surpluses from user and other fees if the transfer funds a service or function not directly related to the fee or charge and (g) unexpended funds from the prior year budgeted for capital expenditures which are not expected to be spent for capital improvements. The limitation imposed does not apply to (a) restricted funds budgeted for capital improvements, (b) restricted funds expended from a qualified sinking fund for acquisition or replacement of tangible personal property, (c) restricted funds pledged to retire bonded indebtedness or used to pay other financial instruments that are approved and agreed to before July 1, 1999 (d) restricted funds budgeted in support of a service which is the subject of an interlocal cooperation agreement, (e) restricted funds budgeted for repairs to infrastructure in the case of a declared disaster emergency and (f) restricted funds budgeted to pay for certain judgments. The Budget Limitations currently provide for a base limitation of 2.5% upon increases. Such base limitation is subject to review by the Nebraska Legislature from year to year. The base limitation may be exceeded by an additional 1% upon an affirmative vote of at least 75% of the governing body. These limitations are to be enforced through the office of the Auditor of Public Accounts of the State of Nebraska and state aid may be withheld from governmental units which fail to comply. The Budget Limitations do not apply to, among other things, revenue pledged to retire bonded indebtedness, such as the Bonds. Under the Levy Limitations the rates for levying property taxes have been limited for each type of governmental unit in the State. Counties may levy or authorize a maximum levy of $0.50 per one hundred dollars ($100) of taxable valuation of property subject to the levy, except that $0.05 of the maximum levy may be levied only to provide financing for the county's share of revenue required under an agreement or agreements executed pursuant to the Interlocal Cooperation Act or the Joint Public Agency Act. Counties may, at their discretion, allocate up to $0.15 of its levy authority to other political subdivisions subject to allocation of property tax authority under Section (1), Reissue Revised Statutes of Nebraska, as amended, to levy taxes as authorized by law which do not collectively exceed $0.15 per one hundred dollars of taxable valuation on any parcel or item of taxable property. Such $0.15 allocation authority applies to certain political subdivisions within a county, such as townships and fired protection districts, but does not include cities, villages, school districts, community colleges, natural resource districts, educational service units and sanitary and improvement districts. Any tax levied to pay the principal of and interest on the Bonds will not be subject to the Levy Limitations. Although not subject to the Levy Limitations, any levy for the payment of the principal of and the interest on the Bonds is subject to the constitutional levy limitation as set forth in Article VIII, Section 5 of the Nebraska State Constitution. Article VIII, Section 5 limits the aggregate amount of taxes that a county can levy to not more than $0.50 per $100 of taxable valuation, unless authorized by the voters of the county. Not such vote has been provided for in connection with the issuance of the Bonds. Consequently, any tax levy to pay the principal of and the interest on the Bonds will be included in the constitutional limitation of $0.50 per one hundred dollars ($100) of taxable valuation. 9

14 The 2013 taxable valuation of all taxable property located in the County is $587,616,986. The County s tax levy for the fiscal year is set at $ per $100 of taxable valuation, which is expected to produce approximately $1,961, in tax collections. The future methods for providing for financing cities, villages and other local units may be altered depending upon future actions to be taken by the Nebraska Legislature, further decisions of the Nebraska Supreme Court and federal courts and future initiative petitions proposed by voters. General SELECTED FINANCIAL AND STATISTICAL INFORMATION OF THE COUNTY Taxable Valuation (2013) $587,617,986 Hitchcock County Population (2010 census) 2,908 Direct Debt Limited Tax Bonds (this issue) $140, Ratio of Direct Debt to Taxable Valuation 0.02% Underlying Debt Village of Culbertson Taxable Valuation (2013) $25,752,211 General Obligation Debt 0 Village of Palisade Taxable Valuation (2013) $8,900,814 General Obligation Debt 0 Village of Stratton Taxable Valuation (2013) $9,866,730 General Obligation Debt 0 Village of Trenton Taxable Valuation (2013) $13,775,452 General Obligation Debt $845,000 School District 0070 Taxable Valuation (2013) $340,532,560 General Obligation Debt $7,466, Culbertson RFPD Taxable Valuation (2013) $141,177,309 General Obligation Debt 0 Palisade RFPD Taxable Valuation (2013) $74,253,624 General Obligation Debt 0 Stratton RFPD Taxable Valuation (2013) $121,734,073 General Obligation Debt 0 Trenton RFPD Taxable Valuation (2013) $198,790,335 General Obligation Debt 0 Direct and Underlying Debt: $ 8,451, Ratio of Direct and Underlying Debt to Taxable Valuation: 1.44% 10

15 Historical Taxable Valuation Year Taxable Valuation 2013 $587,617, ,415, ,956, ,953, ,039,193 THE COUNTY The County is a county and political subdivision created and existing under the laws of the State, including, without limitation, Section , Reissue Revised Statutes of Nebraska, as amended. The County is located in the southern pan handle of Nebraska. The County seat is Trenton, Nebraska. U.S. Highway No. 34 and State Highway No. 25 provide transportation. The economy of the area is primarily agriculture with the raising of small grains, root crops and livestock. The County currently has an estimated population of 2,908. Banking services are provided in the County by Culbertson Bank of Culbertson, Farmers State Bank of Trenton, MNB of Stratton, and State Bank of Trenton. Education is provided by the Hitchcock County Public Schools with a K-12, Class III school system. ESTIMATED SOURCES AND USES OF FUNDS Sources: Par amount of Bonds $ 140, Series 2008 Bonds Debt Service Funds 12, TOTAL $152, Uses: Redeem Series 2008 Bonds $ 146, Costs of Issuance (including underwriting discount) 6, TOTAL $152, DEBT SERVICE SCHEDULE The following schedule sets forth the amounts required to be levied in each fiscal year for payment of the principal of and interest on the Bonds, which amounts are to be collected from Highway Allocation Fund receipts and the levy of ad valorem taxes described herein: Fiscal Year Principal Interest Total 2014 $10, $ $10, , , , , , , , , , , , , , Total $140, $ 6, $146,

16 TAX MATTERS Federal Tax Matters Tax Opinions. In the opinion of Kutak Rock LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described in the preceding sentence assumes the accuracy of certain representations and compliance by the County with covenants designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the Bonds. Failure to comply with such requirements could cause interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The County has covenanted to comply with such requirements. Notwithstanding Bond Counsel s opinion that interest on the Bonds is not a specific preference item for purposes of the federal alternative minimum tax, such interest will be included in adjusted current earnings of certain corporations, and such corporations are required to include in the calculation of alternative minimum taxable income 75% of the excess of such corporations adjusted current earnings over their alternative minimum taxable income (determined without regard to such adjustment and prior to reduction for certain net operating losses). The accrual or receipt of interest on the Bonds may otherwise affect the federal income tax liability of the owners of the Bonds. The extent of these other tax consequences will depend upon such owner s particular tax status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any such consequences. Purchasers of the Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad retirement benefits, taxpayers otherwise entitled to claim the earned income credit, or taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Bonds. Bank-Qualified. The County has represented that it does not reasonably anticipate issuing greater than $10,000,000 of tax-exempt obligations in calendar year 2014 (excluding certain private activity bonds and refunding bonds) and that it has designated the Bonds as qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. Accordingly, Bond Counsel is of the opinion that in the case of certain banks, thrift institutions or other financial institutions owning the Bonds, a deduction is allowed for 80% of that portion of such institutions interest expense allocable to interest on the Bonds. Bond Counsel has expressed no opinion with respect to any deduction for federal tax law purposes of interest on indebtedness incurred or continued by a holder of the Bonds or a related person to purchase or carry the Bonds. Backup Withholding. As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on tax-exempt obligations such as the Bonds is subject to information reporting in a manner similar to interest paid on taxable obligations. Backup withholding may be imposed on payments made after March 31, 2007 to any bondholder who fails to provide certain required information including an accurate taxpayer identification number to any person required to collect such information pursuant to Section 6049 of the Code. The new reporting requirement does not in and of itself affect or alter the excludability of interest on the Bonds from gross income for federal income tax purposes or any other federal tax consequence of purchasing, holding or selling tax-exempt obligations. No Other Opinion. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Bonds. State Tax Opinion 12

17 In the opinion of Bond Counsel, under the existing laws of the State of Nebraska, the interest on the Bonds is exempt from Nebraska state income taxation so long as it is exempt for purposes of the federal income tax. Bond Counsel has expressed no opinion regarding other State tax consequences arising with respect to the Bonds. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. LEGAL OPINION The approving opinion of Kutak Rock LLP, Omaha, Nebraska ( Bond Counsel ) will affirm, among other things, that the Bonds have been authorized and issued in accordance with the Constitution and statutes of the State of Nebraska and constitute valid and legally binding obligations of the County, and that the County has the power and is obligated to pledge funds received and to be received by the County from the Highway Allocation Fund and to levy ad valorem taxes for the payment of the Bonds and the interest thereon upon the County, subject to statutory and constitutional limitations. The rights of the holders of the Bonds and the enforceability thereof may be subject to valid bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors. UNDERWRITING The Bonds are being purchased by First National Capital Markets, Inc., Omaha, Nebraska (the Underwriter ). The Underwriter has agreed, subject to certain conditions, to purchase the Bonds from the County at a price equal to 98.00% of the aggregate face amount thereof, plus accrued interest, if any. The Underwriter will purchase all such Bonds if any such Bonds are purchased. The Underwriter intends to offer the Bonds to the public initially at the offering prices set forth on the inside cover page of this Offering Circular, which may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriter(s) in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the public offering prices. In connection with this offering, the Underwriter may overallot or effect transactions that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. While the Underwriter expects, insofar as possible, to maintain a secondary market for the Bonds, no assurance can be given concerning the future maintenance of such a market by the Underwriter or others, and prospective purchasers of the Bonds should therefore be prepared to hold their Bonds to their maturity. 13

18 The Underwriter is not acting as a financial advisor to the County in connection with the offer and sale of the Bonds. NO LITIGATION As of the date of this Offering Circular there is, and as of the date of delivery of the Bonds there will be, no litigation, suit or other proceeding of any kind pending, or to the knowledge of the County threatened, (a) seeking to restrain or enjoin the issuance or delivery of the Bonds, or (b) contesting, disputing or affecting in any way (1) the legal organization of the County or its boundaries, (2) the right or title of any of its officers to their respective offices, (3) the legality of any of its official acts shown to have been done in the transcript relating to the Bonds, (4) the constitutionality or validity of the Bonds or the indebtedness represented by the Bonds, or any of the proceedings had in relation to the authorization, issuance or sale thereof, (5) the legality, validity or enforceability of the Resolution or any related documents, (6) the power and authority of the County to secure the Bonds in the manner provided for in the Resolution, including the authority to the pledge and application of receipts from the Highway Allocation Fund and to levy and collect ad valorem taxes, subject to statutory and constitutional limitations, to pay the principal of and interest on the Bonds, which will provide money sufficient in rate and amount to assure, together with any other funds of the County available for such purposes, the payment in full, and when due, of the principal of and interest on the Bonds, or to utilize any other such money lawfully available to pay interest on and principal of the Bonds, when and as the same shall become due, or (7) the federal or State tax exempt status of the interest on the Bonds, or (c) that could have a material adverse effect on the financial condition or operations of the County or its ability to make payments on the Bonds or to perform its agreements and obligations under the Resolution or any related documents. MISCELLANEOUS Any description which may be included in this Offering Circular of the terms of the Bonds and the Resolution authorizing the Bonds, do not purport to be complete and any such description and references thereto are qualified in their entirety by reference to each such document, copies of which may be obtained from the County or the Underwriter of the Bonds. The information contained in this Offering Circular has been compiled or prepared from information obtained from the County and other sources deemed to be reliable and, while not guaranteed as to completeness or accuracy, is believed to be correct as of this date. Any statements involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. HITCHCOCK COUNTY, NEBRASKA 14

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